Form of fixed rate InterNote



 Exhibit 4(e) 
 [FACE OF NOTE] 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. 
 IF APPLICABLE, THE “TOTAL AMOUNT OF OID”, “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD
OID” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES. 
  

					
	REGISTERED	 	CUSIP No.:	 	PRINCIPAL AMOUNT:
	No. FXR-  	 	  
	 	  

	
	BOEING CAPITAL CORPORATION
	
	 MEDIUM-TERM INTERNOTE
 (Fixed Rate)

			
	ISSUE PRICE:	 		 	
			
	ORIGINAL ISSUE DATE:	 	INTEREST RATE: %	 	STATED MATURITY DATE:
			
	INTEREST PAYMENT FREQUENCY:	 		 	
	 ̈ Monthly	 	 ̈ Semi-Annually	 	
	 ̈ Quarterly	 	 ̈ Annually	 	
			
	INITIAL REDEMPTION DATE:	 	INITIAL REDEMPTION PERCENTAGE: %	 	ANNUAL REDEMPTION PERCENTAGE REDUCTION: %
			
	OPTIONAL REPAYMENT DATE(S):	 		 	









					
	SURVIVOR OPTION:	 	AUTHORIZED DENOMINATION:	 	
	 ̈ Yes (if yes, the attached Survivor’s Option Rider is incorporated into this Note)	 	  ̈ $1,000 and integral multiples thereof
  ̈ Other:
	 	
			
	TOTAL AMOUNT OID:	 	INITIAL ACCRUAL PERIOD OID:	 	YIELD TO MATURITY:
			
	ADDENDUM ATTACHED	 	OTHER/ADDITIONAL PROVISIONS:	 	
			
	  ̈ Yes
  ̈ No
	 		 	

  

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 Boeing Capital Corporation, a Delaware corporation (the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Principal Amount stated above on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any earlier date of acceleration of maturity) (each such date being hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such
date) and to pay interest thereon (and on any overdue principal, premium and/or interest to the extent legally enforceable) at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment. The
Company will pay interest in arrears on each Interest Payment Date (as defined below), if any, commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue
Date to the registered holder (the “Holder”) of this Note on the Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. The Interest
Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month commencing in the calendar month that next succeeds the month of the Original Issue Date; in the case of a Note that provides for
quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month commencing in the third succeeding calendar month following the month of the Original Issue Date; in the case of a Note that provides for
semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month commencing in the sixth succeeding calendar month following the month of the Original Issue Date; and in the case of a Note that provides for
annual interest payments, the Interest Payment Dates shall be the fifteenth day of every twelfth month commencing in the twelfth succeeding calendar month following the month of the Original Issue Date, (each, an “Interest Payment Date”).

 Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an “Interest
Period”). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes, as
defined on the reverse hereof) is registered at the close of business on the first day of the calendar month (whether or not a Business Day, as defined below) in which such Interest Payment Date occurs (the “Record Date”); provided,
however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the close of business on any Record Date and, instead, shall be paid to the person in whose name this Note is registered at the
close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee
not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner, all as more fully provided for in the Indenture. 
  


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 Payment of principal, premium, if any, and interest in respect of this Note due on
the Maturity Date will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, upon delivery of instructions as contemplated on the reverse hereof) at the
office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York, currently the office of the Trustee located at 60 Wall Street, 27th Floor, New York, NY 10005, or at such other paying agency in the Borough of Manhattan, The City of New York, as the Company may
determine. Payment of interest due on any Interest Payment Date other than the Maturity Date will be made at the aforementioned office or agency maintained by the Company or, at the option of the Company, by check mailed to the address of the person
entitled thereto as such address shall appear in the Note Register maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available funds if such Holder has delivered appropriate wire transfer instructions in writing to the Trustee not less
than 15 calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Trustee shall remain in effect until revoked by such Holder. 
 If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. 
 As used herein, “Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. 
 Notwithstanding the foregoing,
if an Addendum is attached hereto or “Other/Additional Provisions” apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such “Other/Additional Provisions”. 
 Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by one of its duly authorized
officers. 
  

			
	BOEING CAPITAL CORPORATION
		
	By	 	  

	Name:	 	
	Title:	 	


  

			
	Attest:
		
	By	 	  

	Name:	 	
	Title:	 	
		
	Dated:	 	
	
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
	
	This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as Trustee



			
		
	By	 	  

		 	Authorized Signatory

  

 5 








 [REVERSE OF NOTE] 
 BOEING CAPITAL CORPORATION 
 MEDIUM-TERM INTERNOTE 
 (Fixed Rate) 
 This
Note is one of a duly authorized series of Debt Securities (the “Debt Securities”) of the Company issued and to be issued under an Indenture for the issuance of unsubordinated debentures, notes or other evidences of indebtedness, dated as
of August 31, 2000, as amended, modified or supplemented from time to time (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as “Boeing Capital
Corporation InterNotes®” (the “Notes”). All terms used but not
defined in this Note or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture or on the face hereof, as the case may be. 
 This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or other Authorized Denomination specified on the face hereof. 
 This Note will not be subject to any sinking fund and, unless otherwise specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. 
 This Note will be subject to redemption at the
option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided
that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (the
“Redemption Date”), on written notice given to the Holder hereof (in accordance with the provisions of the Indenture) upon not less than 30 nor more than 60 days prior to the Redemption Date. The “Redemption Price” shall be the
Initial Redemption Percentage specified on the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if any, specified on the face hereof as set forth below) multiplied by the unpaid principal amount of this Note to be redeemed.
The Initial Redemption Percentage shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, 
  
  

	®
	 InterNotes is a registered servicemark of Incapital Holdings LLC 


  


 6 








 
until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor
for the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. 
 This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such other minimum Authorized Denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (the “Repayment Date”). For this Note to be repaid, the Trustee must receive at its
corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date, such Note and instructions to such effect forwarded by the Holder hereof. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company in the name of the Holder
hereof upon the presentation and surrender hereof. 
 If this Note is specified on the face hereof to be a Discount Note, the amount payable
to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (1) the Issue Price specified on the face hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the “Discount”. 
 For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the
initial Interest Payment Date (the “Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the
compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence. 
 If an Event of Default shall occur and be continuing, the principal of the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture. 
  

 7 








 The Indenture contains provisions for defeasance of the entire indebtedness of the Notes upon compliance
with certain conditions set forth therein, which provisions apply to the Notes. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Notes at any time by the Company and the Trustee with the consent of the holders of not less
than 66- 2/3% in principal amount of the outstanding Notes. The
Indenture also contains provisions permitting the holders of at least 66- 2/3% in principal amount of the outstanding Notes, on behalf of the holders of all of the Notes, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority in principal amount of the outstanding Notes, in certain instances, to waive, on behalf of all of the Holders of the Notes, certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note. 
 No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer
of this Note is registrable in the Note Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes
having the same terms and provisions, of Authorized Denominations and for the same aggregate principal amount, will be issued by the Company to the designated transferee or transferees. 
 As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different Authorized Denominations but otherwise having the same terms and provisions, as requested by the Holder hereof surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary, except as required by law. 
  

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 THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. 
  

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 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

											
	TEN COM	 	 -   as tenants in common
	 	UNIF GIFT MIN ACT    -	 	  
	 	Custodian	 	  

	TEN ENT	 	 -   as tenants by the entireties
	 		 	(Cust)	 		 	(Minor)
	JT TEN	 	 -   as joint tenants with right of survivorship and not as tenants in common

	 		 	  
 under Uniform Gifts to Minors


	 	 		 	  
 Act                                       
                                   

		 	 		 	(State)

 Additional abbreviations may also be used though not in the above list. 
  
  
 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto 
 PLEASE INSERT SOCIAL SECURITY OR 
                             OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE
  
  
  
  
 (Please print or typewrite name and address including postal zip
code of assignee) 
  
  
 this Note and all rights thereunder hereby irrevocably constituting and appointing 
  
  
 Attorney to transfer this Note on the books of the Trustee, with
full power of substitution in the premises. 
  

							
	Dated:	 	  
	 		  	  

		 	  
	 		  	  

		 		 		  	 Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or
enlargement or any change whatsoever.


  

 10 








 OPTION TO ELECT REPAYMENT 
 The undersigned hereby irrevocably request(s) the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to
the Optional Repayment Date, to the undersigned, at (Please print or typewrite name and address of the undersigned): 
 Name: 
 Address: 
 If less than the entire principal amount of the within Note is to
be repaid, specify the portion thereof (which shall be $1,000 or any integral multiple thereof ) which the holder elects to have repaid:             ; and specify the denomination or
denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for
the portion not being repaid): 

			
		
	By	 	 

 Date:
                             
  

	 	NOTICE:	The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or
enlargement. 

  

 11 








 SURVIVOR’S OPTION RIDER 
 If the Survivor’s Option is applicable to this Note, the representative of a deceased beneficial owner of the Note or a beneficial interest in the
Note shall have the option to elect repayment of such Note or interest following the death of the owner (a “Survivor’s Option”). Unless specifically provided on the face of this Note, no Survivor’s Option may be exercised unless
the Note or a beneficial interest in the Note was purchased at least six months prior to the representative’s exercise of the Survivor’s Option. 
 Pursuant to exercise of the Survivor’s Option, the Issuer shall repay any Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the “Representative”) that has
authority to act on behalf of the deceased beneficial owner of a Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative, executor, surviving joint tenant or surviving tenant by the entirety of
such deceased beneficial owner) at a price (unless otherwise specified on the face of this Note) equal to 100% of the principal amount of the beneficial interest of the deceased owner in such Note plus accrued interest, to but excluding the date of
such repayment, subject to the following limitations: 
 (a) The Issuer may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted in any calendar year (the “Annual Put Limitation”) to an amount equal to the greater of $2,000,000 or 2% of the outstanding principal amount of
the Notes as of the end of the most recent calendar year, or such greater amount as the Issuer in its sole discretion may determine for any calendar year, and may limit to $250,000, or such greater amount as the Issuer in its sole discretion may
determine for any calendar year, the aggregate principal amount of Notes (or portions thereof) as to which exercise of the Survivor’s Option will be accepted with respect to any individual deceased owner or beneficial interests in such Notes
(the “Individual Put Limitation”). 
 (b) The Issuer shall not permit the exercise of the Survivor’s Option in
amounts that are less than $1,000, or that would result in a Note remaining outstanding after repayment of less than $1,000 (the minimum authorized denomination of the Notes). 
 (c) Any Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn and such Note
(or portion thereof) may not be transferred prior to repurchase or repayment. 
 Each Note (or portion thereof) that is tendered pursuant to valid exercise
of the Survivor’s Option shall be accepted promptly in the order all such Notes are tendered, except for any Note (or portion thereof) the acceptance of which would contravene any of the limitations described above, if applied, with respect to
the relevant individual deceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been accepted pursuant to exercise of the Survivor’s Option
during such year has exceeded any of the limitations described above, if applied, for such 

  

 12 








 
year, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such
acceptance would have contravened either such limitation, if applied, shall be deemed to be tendered in the following calendar year in the order all such Notes (or portions thereof) were tendered. Normally, any Note (or portion thereof) accepted for
repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs at least 20 calendar days after the date of such acceptance. In the event that a Note (or any portion thereof) tendered for
repayment pursuant to valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice by first-class mail to the registered Holder thereof at its last known address as indicated in the Note Register, that states the
reason such Note (or portion thereof) has not been accepted for payment. 
 In order for a Survivor’s Option to be validly exercised
with respect to any Note (or portion thereof), the Trustee must receive from the Representative of the deceased owner (i) a written request for repayment signed by the Representative, and such signature must be guaranteed by a member firm of a
registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust company having an office or correspondent in the United States, (ii) tender of a Note (or portion
thereof) to be repaid, (iii) appropriate evidence satisfactory to the Issuer and the Trustee that (A) the deceased was the owner of a beneficial interest in such Note at the time of death and that the deceased or the estate has held the
Note for at least six months, (B) the death of such beneficial owner has occurred, (C) of the date of death of the beneficial owner and (D) the Representative has authority to act on behalf of the deceased beneficial owner,
(iv) if applicable, a properly executed assignment or endorsement, (v) if the beneficial interest in such Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Issuer and the Trustee from such
nominee attesting to the deceased’s ownership of a beneficial interest in such Note, (vi) tax waivers and such other instruments or documents that the Issuer or the Trustee reasonably requires in order to establish the validity of
ownership of the Notes and the claimant’s entitlement to payment and (vii) any additional information the Issuer or the Trustee requires to document ownership or authority to make the election and to cause the redemption of the Note (or
portion thereof). Subject to the Issuer’s right hereunder to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted in any one calendar year, all questions as to the eligibility or
validity of any exercise of the Survivor’s Option will be determined by the Issuer, in its sole discretion, which determination shall be final and binding on all parties. 
 The death of a person owning a Note in joint tenancy or tenancy by the entirety with another or others shall be deemed the death of the Holder of the
Note, and the entire principal amount of the Note so held shall be subject to repayment. The death of a person owning a Note by tenancy in common shall be deemed the death of a Holder of a Note only with respect to the deceased Holder’s
interest in the Note so held by tenancy in common; except that in the event a Note is held by husband and wife as tenants in common, the death of either shall be deemed the death of the Holder of the Note, and the entire principal amount of the Note
so held shall be subject to repayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note, shall be deemed the death of the Holder thereof for purposes of this
provision, regardless of the 

  

 13 








 
registered Holder, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest shall be deemed to exist in
typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all
of the beneficial ownership interest in the Note during his or her lifetime. 
 For Notes represented by a Global Note, the Depository or its
nominee shall be the Holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the
Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased owner (i) the documents described in clauses (i), (iii), (v), (vi) and (vii) of the second preceding
paragraph and (ii) instructions to such broker or other entity to notify the Depository of such Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option. Such broker or other entity shall provide to
the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s Option to the appropriate Representative. 
  

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 BOEING CAPITAL CORPORATION 
 INTERNOTES 
 FORM OF NOTICE OF ELECTION TO EXERCISE SURVIVOR’S OPTION

  

	 ̈	By checking this box, the undersigned represents that: (1) it is the authorized representative of the deceased beneficial owner identified below; (2) (a) the deceased
was the beneficial owner of the principal amount of Boeing Capital Corporation InterNotes listed below at the date of his or her death and such InterNotes have been held by the deceased or his or her estate for at least six months, (b) the
death of the beneficial owner listed below has occurred and (c) the undersigned representative has authority to act on behalf of the deceased beneficial owner; and (3) subject to the aggregate limitation on the amount of Boeing Capital
Corporation InterNotes that may be tendered in any calendar year, it hereby elects to tender the principal amount of Boeing Capital Corporation InterNotes set forth below for repayment by Boeing Capital Corporation for a price equal to 100% (or such
lesser amount as may be accepted for repayment) of the principal amount of the beneficial interest of the deceased owner plus accrued interest to the date of repayment. 

 The deceased beneficial owner held the principal amount of Boeing Capital Corporation InterNotes to be tendered as (check one): 
  

	    	a sole beneficial owner, a joint tenant or a tenant by the entirety with another or others, a tenant in common with a spouse or an individual entitled to substantially all of the
beneficial interest. 

  

	    	a tenant in common with another (other than a spouse). If applicable please provide the amount of interest held by the deceased beneficial owner.
$             

 Full name of deceased beneficial owner (please attach
death certificate): 

			
		
	  	 	

 If applicable, full name of the nominee of the deceased beneficial owner (please attach a certificate attesting
to the deceased’s ownership of the beneficial interest in the notes): 

			
		
	  	 	

 Principal amount of Boeing Capital Corporation InterNotes being tendered for repayment (amount must exceed
$1,000): 
 $             
 Boeing Capital Corporation may, in its sole discretion, limit the aggregate principal amount of InterNotes that may be tendered pursuant to the
Survivor’s Option by any single beneficial owner in any calendar year to $250,000 or such greater amount as it may determine. Additional limitations with respect to aggregate exercises by all holders and terms of acceptance are also applicable
and are more fully described in the Prospectus Supplement dated August 7 2009. Bankers Trust Company, as Trustee on behalf of Boeing Capital Corporation, has the right to reject tenders of Boeing Capital Corporation InterNotes if a properly
executed election is not submitted or if it fails to receive any tax or additional information that is required to document adherence to any conditions precedent, ownership or authority to make the election. 
  

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 THIS NOTICE OF ELECTION MAY NOT BE WITHDRAWN AND 
 INTERNOTES SUBJECT TO THIS NOTICE OF ELECTION MAY 
 NOT BE TRANSFERRED PRIOR TO THE DATE OF REPAYMENT 
 PLEASE SIGN HERE 
 (Must be signed by authorized representative(s) of deceased holder. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another person acting in a fiduciary capacity, please set forth full title.) 
 Signature(s) of Authorized
Representative(s): 
  
  
  
  
 Dated:            , 20     
  

			
	 Name(s):
	  	  


 (Please Print) 
  

			
		
	Capacity (full title):	  	  



			
		
	Address:	  	  


 (Include Zip Code) 
  


			
	Area Code(s) and Telephone Number(s):	  	  


 GUARANTEE OF SIGNATURE(S) 
 (Must be signed by authorized representative of: (1) a member firm of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., or (2) a commercial bank or trust
company having an office or correspondent in the United States.) 
  

			
	Name of Firm:	  	  



			
		
	Authorized Signature:	  	  



			
		
	Name:	  	  


 (Please Print) 
  

			
	Title:	  	  



			
		
	Address:	  	  


 (Include Zip Code) 
  


			
	Area Code(s) and Telephone Number(s):	  	  


 Dated:             ,
20     
  

 16