From: Jim Albaugh

Sent: Tuesday, June 26, 2012, 1:08 PM

Subject: Leadership change

Today, after 37 years with the company, I'm announcing my decision to retire Oct. 1. I have had the pleasure of working with many great teams over this period, but none that I am more proud of than the one here at BCA. It has been an honor to be with you over the last three years as you certified and successfully introduced into service the 787 and the 747-8, steadily raised production rates, launched the 737 MAX, won the U.S. Air Force tanker contract and concluded a historic labor agreement.

In my capacity as President and CEO of BCA, I will be succeeded by someone you know well, Ray Conner. He knows BCA inside and out and is one of the best and most experienced leaders in our industry. Between now and the end of September, I will be working with Ray to effect a smooth transition. I know under his leadership you will take BCA to new heights of accomplishment and that you will give him the same kind of support you gave me.

In my first note to you on Aug. 31, 2009, I had a few observations. I wrote that "Growing up in eastern Washington, I remember watching the contrails from 707s and B-52s flying overhead. As I grew older, I recognized the great significance of these aircraft... and I believe Boeing did more to change the 20th century than any other company on earth." I went on to say, "In its soul, Boeing has always been and remains an engineering-driven company" and that "its heart is the skilled machinists, technicians and mechanics — true craftsmen and wizards — who deliver on their promises every day." You have proved to me time and time again the truth of those words.

Having been part of the most capable and largest aerospace company in the world has been a true privilege. Thank you for all you've done to help the customer, the company and me personally. I will miss all of you.

My only advice is to never underestimate what you can accomplish. While greatness doesn't come easy, and it is not an entitlement, there is nothing this team can't achieve. Challenges remain and they will be difficult to overcome. But as I've told you many times, "What we do is hard. No other company in the world can do what you do." I'm counting on all of you to continue to live up to the tremendous legacy of Boeing, a great company that does great things.

Sincerely...JIM