Item 1.01 Entry Into a Material Definitive Agreement

     As announced in a press release issued on January 30, 2006, Atlas Air Worldwide Holdings, Inc. (the “Company”) and Jeffrey H. Erickson (“Mr. Erickson”) executed a Retirement and General Release Agreement on January 29, 2006 (the “Agreement”) governing the terms and conditions of the retirement of Mr. Erickson as the Company’s President and Chief Executive Officer and as an employee of the Company, effective no later than six months from the date of the Agreement (the “Retirement Date”). Under the terms of the Agreement and in lieu of certain benefits Mr. Erickson would receive under his Employment Agreement (as defined below in Item 1.02), Mr. Erickson will have the right to receive retirement payments based on Mr. Erickson’s base annual salary for a period of 18 months, commencing 6 months after the Retirement Date and a lump sum payment of $524,400 payable on the Retirement Date. Additionally, the Company will provide Mr. Erickson with his continued medical, dental and vision coverage during the 24 month period following the Retirement Date, provided that such benefits will not be continued if Mr. Erickson obtains comparable coverage in connection with subsequent employment.

     Mr. Erickson will resign from the Company’s Board as of the Retirement Date, unless at the Retirement Date there is a vacancy on the Board. Additionally, Mr. Erickson is not foreclosed from being included in the slate of directors presented to the Company’s stockholders at the Company’s next annual meeting.

     On the Retirement Date, 58,733 restricted shares of common stock granted to Mr. Erickson which have not previously vested and were scheduled to vest on July 27, 2006 will be immediately vested and Mr. Erickson also will on such date be immediately vested in previously granted options to purchase 59,666 shares of common stock which have not previously vested, of which 42,333 options (at an exercise price of $16.70), would otherwise not vest until July 27, 2006 and the remaining 17,333 options (at an exercise price of $27.50), would otherwise not vest until January 23, 2007. These options and all previously vested options may be exercised up to the later of 90 days after the Retirement Date and December 31, 2006.

     On the date upon which it would otherwise be due, Mr. Erickson will also be entitled to payment under the Company’s 2005 Senior Executive Annual Incentive Plan based on the Company’s Board of Directors’ (“Board”) determination of satisfaction of goals, payable regardless of whether Mr. Erickson is still employed on such payment date. Also, Mr. Erickson will be entitled to receive a bonus for 2006 equal to 50% of his base salary, without regard to whether he remains employed through the payment date, which shall be the same date that bonuses for other executives are paid under the 2006 Senior Executive Annual Incentive Plan, but in any event not later than March 14, 2007.

     Mr. Erickson will be reimbursed for his attorney’s fees, up to a maximum of $30,000 incurred in connection with his retirement and negotiation of the Agreement, among other things. Mr. Erickson may also be eligible to receive a success fee with respect to future transactions which may be initiated during his tenure as CEO and which are consummated within one year of the Retirement Date; provided, however, that no more than two transactions may qualify for such payment, and those transactions shall be as agreed upon in advance between Mr. Erickson and

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