[FACE OF NOTE]

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.

EX-4.(F) 7 dex4f.htm FORM OF FLOATING RATE INTERNOTE Form of floating rate InterNote

Exhibit 4(f)

[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 No. FLR-	CUSIP No.:	PRINCIPAL AMOUNT:

BOEING CAPITAL CORPORATION

MEDIUM-TERM INTERNOTE (Floating Rate)

ISSUE PRICE:

INTEREST RATE BASIS: LIBOR	ORIGINAL ISSUE DATE:	STATED MATURITY DATE:

INDEX MATURITY:	INITIAL INTEREST RATE: %	INITIAL INTEREST RESET DATE:

SPREAD (PLUS OR MINUS):	MINIMUM INTEREST RATE: %	INTEREST PAYMENT DATE(S):

SPREAD MULTIPLIER:	MAXIMUM INTEREST RATE: %	INTEREST RESET DATE(S):

INITIAL REDEMPTION DATE:	INITIAL REDEMPTION PERCENTAGE: %	ANNUAL REDEMPTION PERCENTAGE REDUCTION: %


OPTIONAL REPAYMENT DATE(S):	INTEREST DETERMINATION DATE:	CALCULATION DATE:

CALCULATION AGENT (if other than Deutsche Bank Trust Company Americas):

TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD OID:
YIELD TO MATURITY:

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:

ADDENDUM ATTACHED	OTHER/ADDITIONAL PROVISIONS:
¨ Yes ¨ No

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 Initial Interest Rate per annum specified above until the Initial Interest Reset Date specified above and thereafter at a rate determined in accordance with the provisions specified above and on the reverse hereof with respect to the Interest Rate Basis 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. The Interest Payment Dates in the case of a floating-rate note with an interest reset date that resets:

•

daily, weekly or monthly-on a date that occurs in each month, as specified on the face hereof;

•

quarterly-on a date that occurs in each third month, as specified on the face hereof;

•

semi-annually-on a date that occurs in each of two months of each year, as specified on the face hereof; and

•

annually-on a date that occurs in one month of each year, as specified on the face hereof (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 fifteenth day (whether or not a Business Day, as defined below) preceding such Interest Payment Date (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.

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, 27^th 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 other than 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 and interest shall accrue with respect to such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day, except that, if this is LIBOR note, if that Business Day would fall in the next calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date falls on a day that is not a Business Day, the payment of principal and 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 the Maturity Date 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.

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

[REVERSE OF NOTE]

BOEING CAPITAL CORPORATION

MEDIUM-TERM INTERNOTE

(Floating 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) not more than 60 nor less than 30 calendar 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

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.

The specific terms of each floating rate note, including the initial interest rate in effect until the first interest reset date, will be specified on the face hereof. Thereafter, the interest rate will be determined by reference to the specified interest rate basis or

formula, plus or minus the spread, if any, or multiplied by the spread multiplier, if any. The “spread” is the number of basis points specify on face of this note to be added to or subtracted from the base rate. The “spread multiplier” is the percentage we specify on the face of this Note by which the base rate is multiplied in order to calculate the applicable interest rate.

Interest Reset Dates. The interest rate of this Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually, as specified on the face hereof. The period during which an interest rate is effective is referred to as an “Interest Period”, and the first day of each interest period is an “Interest Reset Date.” The Interest Reset Dates are set forth on the face hereof.

If any Interest Reset Date for this Note falls on a day that is not a Business Day for this Note, the Interest Reset Date for this Note will be the next day that is a Business Day for this Note. However, in the case of a LIBOR note, if the next Business Day is in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

Unless otherwise specified in the applicable pricing supplement, the “Interest Determination Date” for an Interest Reset Date will be:

•

If the Interest Rate Basis set forth on the face hereof is the federal funds rate or the prime rate, the Business Day immediately preceding the Interest Reset Date;

•

If the Interest Rate Basis set forth on the face hereof is LIBOR, the second London Banking Day immediately preceding the Interest Reset Date;

•

If the Interest Rate Basis set forth on the face hereof is the Treasury Rate, the day of the week in which the Interest Reset Date falls on which Treasury bills, as defined below, of the applicable Index Maturity would normally be auctioned; and

•

for a Note for which the interest rate is determined by reference to two or more base rates, the Interest Determination Date will be the most recent Business Day that is at least two Business Days prior to the applicable Interest Reset Date for the floating-rate note on which each applicable base rate is determinable.

The “Index Maturity” set forth on the face of this Note is the period to maturity of the instrument for which the interest rate basis is calculated. A “London Banking Day” means any day on which commercial banks are open for business (including dealings in U.S. dollars) in London, England.

Treasury bills usually are sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction usually is held on the following Tuesday, except that the auction may be held on the preceding Friday. If, as a result of a legal holiday, an auction is held on the preceding Friday, that preceding Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. The treasury rate will be determined as of that date, and the applicable interest rate will take effect on the applicable Interest Reset Date.

Unless otherwise specified on the face hereof, the calculation date for any Interest Determination Date will be the date by which the Calculation Agent computes the amount of interest owed on this Note for the related Interest Period (the “Calculation Date”). Unless otherwise specified on the face hereof, the Calculation Date will be the earlier of:

(1) the tenth calendar day after the related Interest Determination Date or, if that day is not a Business Day, the next succeeding Business Day, or

(2) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

The Calculation Agent will determine the interest rate for the applicable Interest Period and will calculate the amount of interest accrued during each Interest Period. Accrued interest shall be calculated by multiplying the principal amount of this Note by an accrued interest factor. This accrued interest factor is the sum of the interest factors calculated for each day in the period for which accrued interest is being calculated. Unless otherwise specified on the face hereof, the accrued interest factor will be computed and interest will be paid (including payments for partial periods) as follows:

•

if the Interest Rate Basis for this Note specified on the face hereof is the Federal Funds Rate, LIBOR, the Prime Rate or any other floating-rate basis other than the Treasury Rate, the daily interest factor will be computed by dividing the interest rate in effect on that day by 360; and

•

if the Interest Rate Basis for this Note specified on the face hereof is the Treasury Rate, the daily interest factor will be computed by dividing the interest rate in effect on that day by 365 or 366, as applicable.

All dollar amounts used in or resulting from any calculation on this Note will be rounded to the nearest cent, with one-half cent being rounded upward. Unless otherwise specified on the face of this Note, all percentages resulting from any calculation with respect to this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655).

The Calculation Agent, upon the request of the holder of this Note, will provide the interest rate then in effect and, if different, the interest rate that will become effective on the next Interest Reset Date as a result of a determination made on the most recent Interest Determination Date with respect to this Note.

Subject to applicable provisions of law and except as specified herein with respect to each Interest Determination Date, the rate of interest shall be the rate determined by the Calculation Agreement in accordance with the provisions of the applicable heading below.

Determination of LIBOR. If the Interest Rate Basis for this Note is specified on the face hereof as LIBOR, this Note will bear interest at the LIBOR base rate, adjusted by any Spread or Spread Multiplier, as specified on the face of this Note. The LIBOR base rate will be the London interbank offered rate for deposits in U.S. dollars, as specified on the face hereof. Except as provided below, LIBOR for each Interest Period will be calculated on the Interest Determination Date for the related Interest Reset Date.

As determined by the Calculation Agent, LIBOR for any Interest Determination Date will be the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity specified on the face of this Note commencing on the related interest reset date, as the rates appear on the LIBOR Reuters page designated on the face hereof as of 11:00 A.M., London time, on that interest determination date, if at least two offered rates appear on the designated LIBOR Reuters page, except that, if the designated LIBOR Reuters page only provides for a single rate, that single rate will be used. The “designated LIBOR Reuters page” means the Reuters screen “LIBOR01” page (or such other page as may replace such page on that service or such other page as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

If fewer than two of the rates described above appear on that page or no rate appears on any page on which only one rate normally appears, then the Calculation Agent will determine LIBOR as follows:

•

The Calculation Agent will select (after consultation with us) four major banks in the London interbank market, which may include us, our affiliates, or affiliates of the agents. On the Interest Determination Date, those four banks will be requested to provide their offered quotations for deposits in U.S. dollars having an Index Maturity specified on the face hereof commencing on the Interest Reset Date to prime banks in the London interbank market at approximately 11:00 A.M., London time.

•

If at least two quotations are provided, the Calculation Agent will determine LIBOR as the arithmetic mean of those quotations.

•

If fewer than two quotations are provided, the Calculation Agent will select (after consultation with us) three major banks in New York City, which may include us, our affiliates, or affiliates of the agents. On the Interest Determination Date, those three banks will be requested to provide their offered quotations for loans in U.S. dollars having an Index Maturity specified on the face hereof commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., New York City time. The Calculation Agent will determine LIBOR as the arithmetic mean of those quotations.

•

If fewer than three New York City banks selected by the Calculation Agent are quoting rates, LIBOR for that interest reset period will remain LIBOR then in effect on the Interest Determination Date.

Determination of Treasury Rate. If the Interest Rate Basis for this Note is specified on the face hereof as the Treasury Rate, this Note will bear interest at the Treasury Rate plus or minus any Spread and multiplied by any Spread Multiplier set forth on the face hereof. Except as provided below, the Treasury Rate for each Interest Reset Period will be calculated on the Interest Determination Date for the related Interest Reset Date.

The “Treasury Rate” for any Interest Determination Date is the rate set at the auction of direct obligations of the United States (“Treasury bills”) having the Index Maturity set forth on the face of this Note, as specified under the caption “Interest Rate” on the display on Reuters 3000 Xtra Service, or any successor service, on page USAUCTION ¹⁰/11 or any other page that may replace such page.

If the rate cannot be determined as described above, the Treasury Rate will be determined as follows:

(1) If the rate is not displayed on Reuters page USAUCTION ¹⁰/11 or any other page that may replace such page by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate will be the rate of Treasury bills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

(2) If the rate referred to in (1) above is not published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate will be the bond equivalent yield, as defined below, of the auction rate of the applicable Treasury bills as announced by the U.S. Department of the Treasury.

(3) If the rate referred to in (2) above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the Treasury Rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/ Secondary Market.”

(4) If the rate referred to in (3) above is not published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”

(5) If the rate referred to in (4) above is not published by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as the bond equivalent yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on

that Interest Determination Date, of three primary United States government securities dealers, which may include the agent or its affiliates, selected by the Calculation Agent (after consultation with us), for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity.

(6) If the dealers selected by the Calculation Agent are not quoting as mentioned in (5) above, the Treasury Rate will be the Treasury Rate in effect on the particular Interest Determination Date.

The bond equivalent yield will be calculated using the following formula:


Bond equivalent yield =	D x N	x	100
	360 – (D x M)

where “D” refers to the applicable annual rate for Treasury bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the website of the Board of Governors of the Federal Reserve System at www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of Federal Funds Rate. If the Interest Rate Basis for this Note is specified on the face hereof as the Federal Funds Rate, this Note will bear interest at the Federal Funds Rate plus or minus any Spread and multiplied by any Spread Multiplier set forth on the face hereof. Except as provided below, the Federal Funds Rate for each Interest Reset Period will be calculated on the Interest Determination Date for the related Interest Reset Date.

The “Federal Funds Rate” for any Interest Determination Date is the rate on that date for federal funds, as published in H.15(519) prior to 3:00 P.M., New York City time, on the calculation date for that Interest Determination Date under the heading “Federal Funds (Effective)” and displayed on Reuters, or any successor service, on page FEDFUNDS1 or any other page that may replace the specified page on that service (“Reuters Page FEDFUNDS1”).

The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:

•

If the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date or does not appear on Reuters Page FEDFUNDS1, the Federal Funds Rate will be the rate on that Interest Determination Date, as published in H.15 Daily Update, or any other recognized electronic source for the purposes of displaying the applicable rate, under the caption “Federal Funds (Effective).”

•

If the alternative rate described above is not published in H.15 Daily Update by 3:00 P.M., New York City time, on the Calculation Date, then the Calculation Agent will determine the Federal Funds Rate to be the average of the rates for the last transaction in overnight U.S. dollar federal funds quoted, prior to 9:00 A.M., New York City time, on that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent (after consultation with us).

•

If fewer than three brokers selected by the Calculation Agent are quoting as described above, the Federal Funds Rate will be the Federal Funds Rate then in effect on that Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis for this Note is specified on the face hereof as the Prime Rate, this Note will bear interest at the Prime Rate plus or minus any Spread and multiplied by any Spread Multiplier set forth on the face hereof. Except as provided below, the Prime Rate for each Interest Reset Period will be calculated on the Interest Determination Date for the related Interest Reset Date.

The “Prime Rate” for any Interest Determination Date is the prime rate or base lending rate on that date, as published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date for that Interest Determination Date under the heading “Bank Prime Loan.”

The following procedures will be followed if the Prime Rate cannot be determined as described above:

•

If the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, then the Prime Rate will be the rate as published in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Bank Prime Loan.”

•

If the alternative rate described above is not published in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the Calculation Date, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters screen US PRIME 1, as defined below, as that bank’s prime rate or base lending rate as in effect as of 11:00 A.M., New York City time, on that Interest Determination Date.

•

If fewer than four rates appear on the Reuters screen US PRIME 1 for that Interest Determination Date, by 3:00 P.M., New York City time, then the prime rate will be the average of the prime rates or base lending rates furnished in New York City by three substitute banks or trust companies (all organized under the laws of the United States or any of its states and having total equity capital of at least $500,000,000) selected by the Calculation Agent (after consultation with us) on the Interest Determination Date. These selected banks or trust companies may include our subsidiaries or affiliates, or affiliates of the Calculation Agent.

•

If the banks selected by the Calculation Agent are not quoting as described above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.

“Reuters screen US PRIME 1” means the display designated as page “US PRIME 1” on the Reuters Monitor Money Rates Service (or any other page as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major U.S. banks).

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.

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.

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.

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

(Cust) (Minor)

under Uniform Gifts to Minors

Act

(State)

TEN ENT

as tenants by the entireties

JT TEN

as joint tenants with right of survivorship and not as tenants in common

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.

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.

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 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 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.

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. Deutsche Bank Trust Company Americas, 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.

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