EX-10.25.1


                       ATLAS AIR WORLDWIDE HOLDINGS, INC.

               CASH COMPENSATION OF NON-EMPLOYEE DIRECTORS - 2005

     Each non-employee Director of Atlas Air Worldwide Holdings, Inc. will be
paid $50,000 in cash compensation annually, which will be payable quarterly in
advance, and will also receive the following ADDITIONAL cash compensation, as
applicable:

COMMITTEE MEMBERSHIP

         o  Each member of the Audit and Governance Committee, $15,000 annually
            [which will be payable quarterly in advance];

         o  Each member of the Compensation Committee, $5,000 annually [which
            will be payable quarterly in advance];

CHAIRMAN POSITION

         o  Chairman of the Board, $75,000 annually [which will be payable
            quarterly in advance];

         o  Chairman of each of the Audit and Governance Committee and the
            Compensation Committee, $25,000 annually [which will be payable
            quarterly in advance];

MEETING FEES

         o  For each meeting of the Board or a Committee of the Board, including
            any ad hoc committee, attended in person by a member, a fee to such
            member of (x) $1,500 or (y) $3,000 if such member is its Chairman
            [which will be payable at the end of such quarter]; and

         o  For each meeting of the Board or a Committee of the Board, including
            any ad hoc committee, attended via teleconference or
            videoconference, a fee to each such member of (x) $500 or (y) $1,000
            if such member is its Chairman [which will be payable quarterly at
            the end of such quarter].