[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]

                                                                  EXHIBIT 10.6


                               August 10, 2000

WRITER'S DIRECT DIAL NUMBER                                 OUR FILE NUMBER
     (415) 393-8390                                          L 97785-00004

VIA FACSIMILE
- -------------

Robert H. Rau
Post Office Box 8043
Rancho Santa Fe, CA 92067
Fax: (858) 759-8961

     Re: RESIGNATION

Dear Bob:

     This is to confirm our conversation today with respect to your
resignation from the Board of Willis Lease Finance Corporation ("Company"):

          1.  You will continue to be covered by the Company's director and
              officer insurance policy for actions relating to your service
              as a director and in addition you will continue to be
              indemnified by the Company for actions relating to your
              service as a director pursuant to your indemnification
              agreement dated November 14, 1998, previously provided to you.

          2.  A list of your stock options granted through June 15th is
              attached as Exhibit A. These options are vest in full
              immediately upon your resignation. You will have until
              December 31, 2001 to exercise these options.

          3.  Upon your resignation you shall not longer be an affiliate of
              the Company. Please note that you will be responsible for
              filing a Form 4 within 10 days of your resignation disclosing
              your change in status. A copy of Form 4 is attached as
              Exhibit B. Of course, you remain responsible for insuring that
              you do not trade



GIBSON, DUNN & CRUTCHER LLP

Robert H. Rau
August 10, 2000
Page 2

              on, or tip anyone else about, inside information you received as
              a director of the Company.

          4.  As consideration for the other business opportunities that you
              passed up in order to make yourself available as a director of
              the Company during 2000 the Company will pay you the fees for
              the board and committee meetings it expects during the remainder
              of 2000. This would total $16,250,000. There are presently four
              board meetings scheduled for the remainder for the year
              (including last Friday's meeting which you were unable to attend
              because of the short notice). In addition we estimate these will
              be three audit committee meetings and three compensation committee
              meetings expected during the remainder of 2000. Exhibit C shows
              how this was calculated. Please note that half of your annual
              fee of $12,500 for the year 2000 has already been paid in stock
              shown in Exhibit A.

          5.  As compensation for the successful negotiation of the agreement
              with Jim McBride the Company will pay you $7,500.

     The Company has sent a check to you for the amounts in paragraphs 4 and
5 by overnight courier today.

     I have attached a press release for your review as Exhibit D describing
the circumstances of your resignation. Please initial this release and fax me
a copy.

     Finally, I attach as Exhibit E a simple resignation letter for your use.
Please fax this to me and to Jane Knapp at Willis.

                                       Very truly yours,

                                       /s/ Douglas D. Smith
                                       Douglas D. Smith

DDS/ip