ATLAS AIR WORLDWIDE HOLDINGS INC
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<TYPE>EX-10.21.1
<SEQUENCE>38
<FILENAME>c37970ex10_21-1.txt
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                                                                      EX-10.21.1









                       ATLAS AIR WORLDWIDE HOLDINGS, INC.

                                BENEFITS PROGRAM

                          EXECUTIVE VICE PRESIDENTS AND
                             SENIOR VICE PRESIDENTS






                               As of March 1, 2005

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                       ATLAS AIR WORLDWIDE HOLDINGS, INC.


      This document describes the benefits program for individuals employed as
Executive Vice Presidents or Senior Vice Presidents of Atlas Air, Inc. ("Atlas")
and Polar Air Cargo, Inc. ("Polar") (such individuals are hereinafter referred
to as "Executives"), as in effect on March 1, 2005. Individuals employed as
Executive Vice Presidents or Senior Vice Presidents by other subsidiaries of
Atlas Air Worldwide Holdings, Inc. ("Holdings") may participate in this program
only if expressly approved for such participation by the Board of Directors of
Holdings. All references in this document to the Compensation Committee or the
Board of Directors refers to those bodies of Holdings. All references to the
Employer are to the corporation employing the Executive.

I.    ANNUAL SALARY.

The Executive will receive a base annual salary ("Base Annual Salary") reviewed
annually for possible increases by the Compensation Committee, subject to the
approval of the Board of Directors. Included among other considerations in the
annual review will be the Executive's individual job performance. Increases, if
any shall be at the discretion of Holdings.

II.   BONUS PLAN.

The Executive shall be eligible to participate in Holdings' Annual Incentive
Plan or successor plan at the Executive Vice President or Senior Vice President
level, as appropriate. The level of the bonus available to the Executive will be
set forth in the Annual Incentive Plan and will be awarded in consideration of
individual and corporate performance based on performance goals and objectives
determined by the Holdings Compensation Committee. A fuller description of how
corporate and individual performance operate in tandem to determine the
calculation of bonuses will be described in the Annual Incentive Plan. The
Annual Incentive Plan document will be developed by the Holdings Compensation
Committee and is subject to amendment from time to time with changes as adopted
by the Compensation Committee or full Board of Directors of Holdings. As further
described in the Annual Incentive Plan, corporate and individual performance in
combination may permit the Executive to earn a target bonus equal to 50% of Base
Annual Salary. Lesser corporate or individual performance may cause bonus
payments to be in an amount less than 50% of Base Annual Salary or result in no
bonus being payable. Greater corporate and individual performances may result in
the bonus being more than 50% of Base Annual Salary. When the bonus payment
reaches more than 50% of Base Annual Salary, the Employer reserves the right to
pay some or all of the portion of the bonus that is above 50% of Base Annual
Salary in Holdings unrestricted company stock payable under the Atlas Air
Worldwide Holdings, Inc. 2004 Long Term Incentive and Share Award Plan. Any
bonus paid under the Annual Incentive Plan will be paid no later than two weeks
following the completion of the year-end audit for the applicable year.

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III   HEALTH BENEFITS.

The Executive and Executive's dependents shall be entitled to participate in the
health insurance plan offered by Executive's Employer, provided that the
Executive and the Employer will each contribute to the Executive's monthly
premium as provided by such plan. The Employer reserves the right to discontinue
any health insurance plan at any time with the understanding that the Employer
will comply in full measure with all state and federal laws regarding
continuation of coverage under the Consolidated Omnibus Budget Reconciliation
Act.

IV.   SEVERANCE.

      A.    If the Executive's employment is terminated by the Employer for
reasons other than Cause or if the Executive resigns for Good Reason, and
subject to the Executive's execution of a release upon terms and conditions
acceptable to the Employer, the Executive shall be entitled to: (i) receive a
severance payment equal to twelve (12) months of the Executive's monthly Base
Salary, payable in accordance with the Employer's normal pay schedule; and (ii)
continued coverage under the Employer's health benefit plan for a period of'12
months from the date of termination; PROVIDED, HOWEVER, that any such continued
coverage shall cease in the event the Executive obtains comparable coverage in
connection with subsequent employment, and to the extent the Employer is unable
to continue such coverage, the Employer shall provide the Executive with
economically equivalent benefits determined on an after-tax basis. The severance
payment described in subsection (i) shall be payable to the Executive's personal
representative in the event the Executive terminates employment as a result of
death.

      B.    If the Executive's employment is terminated by the Employer for
Cause or by the Executive's resignation for other than Good Reason, the
Executive shall be entitled to receive only the Executive's accrued but unpaid
Base Salary as of the date of termination.

      C.    If the Executive's employment is terminated as a result of Permanent
Disability, the Executive shall be entitled to receive the Executive's accrued
but unpaid Base Salary as of the date of termination, the benefits described in
Section IV.A, above, plus any benefits to which he is then entitled under the
Employer's disability program, if any.

      D.    "Good Reason" as used herein shall mean for any Executive subject to
this Benefit Program, any of (i) a reduction in the Executive's Base Salary from
the Base Salary the previous year, except where such reduction is part of a
general salary reduction for the Employer, (ii) the Executive ceasing to hold
the title of Executive Vice President or Senior Vice President, as the case may
be, other than through promotion or through reassignment to another job title of
comparable responsibility, and (iii) any reduction in job responsibilities which
diminishes the opportunity for the Executive to earn the same bonus under the
Annual Incentive Plan for which the Executive was previously eligible.

      E.    "Cause" as used herein shall mean (i) any act or acts of material
dishonesty by the Executive, (ii) the failure of the Executive to comply with
any of the Executive's material obligations within ten (10) days of written
notice from the Employer, (iii) any material violations by the Executive of the
Employer's corporate policies as set forth in the Employer's Compliance

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Manual, employee Handbook or related corporate policies; provided that, if such
violation is subject to cure, the Executive shal1 have ten (10) days within
which to cure such- violation, or (iv) the conviction of or "no contest" plea by
the Executive to any misdemeanor of moral turpitude or any felony.

      F.    "Permanent Disability" as used herein shall be deemed to have been
sustained by the Executive if the Executive shall have been continuously
disabled from performing the duties assigned to the Executive for a period of
six (6) consecutive calendar months, and such Permanent Disability shall be
deemed to have commenced on the day following the end of such six (6)
consecutive calendar months.

V.    VACATION.

The Executive shall be entitled to four weeks of paid vacation per year,
prorated for partial years of employment.

VI.   401(K) PLAN AND OTHER BENEFITS.

The Executive shall be eligible to participate in the Employer's 401(k) plan and
any other pension or welfare plan generally available from time to time to
employees of the Employer, as determined by the Compensation Committee and
approved by the Board of Directors.

VII.  NON-COMPETITION.

As a condition of employment and participation in this Benefits Program, the
Executive shall execute a Non-Competition Agreement in a form approved by
Holdings.

VIII. PRINCIPAL RESIDENCE

Executive shall be required to maintain their principal residence in the
Purchase, New York area.

IX.   VARIATIONS FROM BENEFITS PROGRAM.

Any variation from the provisions of this Benefit Program shall be effective
only if such variation is contained in a writing provided to the affected
Executive and signed by the President of the Employer.
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