EXHIBIT 10

                    AMENDED AND RESTATED OPERATING AGREEMENT

         THIS  AGREEMENT,  dated  effective  as of August 1, 1997 by and between
Boeing  Capital  Services  Corporation  ("BCSC"),   formerly  McDonnell  Douglas
Financial Services  Corporation  ("MDFS"),  a Delaware  corporation,  and Boeing
Capital  Corporation  ("BCC"),  formerly  McDonnell Douglas Finance  Corporation
("MDFC"), a Delaware corporation, is hereby amended to read as follows;

         "THIS  AGREEMENT,  dated  effective as of August 1, 1997 by and between
Boeing  Capital  Services  Corporation  ("BCSC"),   formerly  McDonnell  Douglas
Financial Services  Corporation  ("MDFS"),  a Delaware  corporation,  and Boeing
Capital  Corporation  ("BCC"),  formerly  McDonnell Douglas Finance  Corporation
("MDFC"), a Delaware corporation;

                              W I T N E S S E T H:

         WHEREAS,  McDonnell Douglas  Corporation ("MDC") and the parties hereto
have entered into an Amended and Restated Operating Agreement dated effective as
of April 12, 1993 (the "Operating Agreement"), which provides that MDC shall pay
MDFS for certain tax savings  realized by MDC as a result of including  MDFS and
its  subsidiaries  in its  consolidated  return  and that MDFS shall pay MDC for
certain  additional  taxes incurred by MDC as a result of including MDFS and its
subsidiaries in such return.

         WHEREAS,  The Boeing  Company  ("Boeing")  and BCSC have entered into a
Supplemental  Operating  Agreement  dated  effective  as of  August 1, 1997 (the
"Supplemental  Operating Agreement"),  which provides that Boeing shall pay BCSC
for certain tax savings realized by Boeing as a result of including BCSC and its
subsidiaries  in its  consolidated  return  and that BCSC  shall pay  Boeing for
certain  additional  taxes  incurred by Boeing as a result of including BCSC and
its subsidiaries in such return.

         NOW, THEREFORE, the parties hereto agree as follows:

         Section 1. Federal Income Taxes. Pursuant to the Supplemental Operating
Agreement,  it is the intention of Boeing to continue to file its Federal income
tax returns on a consolidated  basis with MDC and BCSC and its  subsidiaries  in
accordance  with the income tax  regulations  under Section 1502 of the Internal
Revenue  Code of 1986,  as amended.  With respect to each taxable year for which
such  practice  remains in effect,  BCSC agrees to pay to BCC an amount equal to
the excess of (i) the amount of Boeing  consolidated  Federal income taxes which
would be due for such taxable year if such taxes were  computed by excluding BCC
and its subsidiaries, over (ii) the amount of Boeing consolidated Federal income
tax  which  would be due for  such  taxable  year if such  taxes  were  computed
including BCC and its  subsidiaries.  If for any such taxable year the amount of
taxes computed in accordance  with clause (ii) hereof shall exceed the amount of
taxes  computed  under  clause  (i),  BCC shall pay BCSC an amount  equal to the
excess of the clause (ii) amount over the clause (i) amount.  If  subsequent  to
any  payments  made by BCSC (or BCC)  pursuant to this Section 1, Boeing or BCSC
(or BCC) shall incur Federal income tax losses which under  applicable law could
be carried back to the taxable year for which such payments  were made,  BCC (or
BCSC) will  nevertheless  be under no  obligation  to repay to BCSC (or BCC) any
portion of such payments.

         Section 2.        Miscellaneous.

         2.1      This Agreement is not and does  not constitute a direct or 
indirect guarantee by BCSC of any obligation or debt of BCC.
         
         2.2      This Agreement may be amended, waived or terminated at any
time by written agreement of the parties.

         2.3      In no event shall BCC receive an amount under this Agreement
which is materially less (or be obligated to pay an amount  which is  materially
greater)  than the  amount  that  BCC  would  have received,  or have been  
obligated  to pay,  under  Section  4 of the  Operating Agreement dated as of 
January 15, 1975 between MDC and MDFC in the form attached hereto as Exhibit A.

         2.4  BCSC  hereby  assigns  to BCC its  rights  and  obligations  under

         Sections  1, 2 and 3 of the  Operating  Agreement.  2.5  The  Operating
         Agreement  between MDFS and MDFC dated  February 8, 1989 with regard to
         Federal Income Taxes is hereby terminated."

                                            BOEING CAPITAL SERVICES CORPORATION
                                            By  /S/ THOMAS J. MOTHERWAY
                                            Its  President

                                            BOEING CAPITAL CORPORATION
                                            By  /S/ MICHAEL C. DRAFFIN
                                            Its Vice President