THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Atlas Air Worldwide Holdings (AAWW.PK)

5/25/2006 Proxy Information

Our Board includes James S. Gilmore III, an outside Director of AAWW, who is a partner at the law firm of Kelley Drye & Warren LLP, outside counsel to us, and Robert F. Agnew, also an outside Director of AAWW, who is an executive officer of Morten Beyer & Agnew, a consulting firm with which we transacted business in 2005. We paid legal fees to the firm of Kelley Drye & Warren LLP of $4.5 million for the year ended December 31, 2005, and fees and expenses to Morten Beyer & Agnew of $0.2 million for the year ended December 31, 2005. At December 31, 2005, we had a payable balance to Kelley Drye & Warren LLP of $0.2 million, which was included in accrued liabilities on our consolidated balance sheets. Neither Mr. Gilmore nor Mr. Agnew served on our Audit and Governance Committee (now known as the Audit Committee) during 2005.

We dry leased three owned aircraft as of December 31, 2005 to a company in which we own a minority investment. The investment is accounted for under the equity method. The leases have terms that mature at various dates through July 2007 and contain options for renewal by the lessee. The leases provide for payment of rent and a provision for maintenance costs associated with the aircraft. Total rental income for these aircraft was $44.8 million for the year ended December 31, 2005. Sublease income for the leased aircraft included as a reduction to lease expense was $0.3 million for the year ended December 31, 2005.

8/22/2005 Proxy Information

We were party to two separate consulting agreements with one of these former directors, Joseph J. Steuert, who is chairman and chief executive officer of The Transportation Group, an investment bank focused on the aviation industry. Effective March 1, 2003, we entered into a consultancy agreement (the “First Agreement”), whereby Mr. Steuert agreed to provide us with consultancy services in connection with the restructuring of financial obligations with our debt holders and aircraft lessors. Pursuant to the terms of the First Agreement, we were required to pay a monthly fee of $95,000, as well as a success fee in an amount not less than $500,000 nor more than $800,000, which amount was determined at the sole discretion of the Company’s Board of Directors. The First Agreement had an initial four-month term and was automatically renewable for additional one-month terms unless either party provided notice of non-renewal of the First Agreement by the 20th day of the preceding month. We incurred consulting fees (including a success fee) and expenses to Mr. Steuert of $0.8 million for the year ended December 31, 2004. The First Agreement was rejected in bankruptcy and we are no longer subject to the First Agreement or its automatic renewal.

Effective October 1, 2003, we entered into a second consultancy agreement (the “Second Agreement”), whereby Mr. Steuert agreed to provide us with consultancy services in connection with the arrangement of investments in our equity or convertible debt securities (each such investment, an “Equity Investment”) in conjunction with the restructuring of our debt and lease obligations. The Second Agreement provided for a success fee of 0.75% of the funded amount of each consummated Equity Investment. The Second Agreement had an initial term expiring upon the later of February 1, 2004 or the date of confirmation of the Plan of Reorganization. The Second Agreement was terminated on January 29, 2004, and we did not incur any consulting fees under the Second Agreement.

Another of our former directors, Stephen A. Greene, is a partner in the law firm of Cahill, Gordon & Reindel, which acted as our outside counsel. We paid legal fees and expenses to this law firm of approximately $4.9 million for the year ended December 31, 2004.

A new Board was appointed on July 27, 2004 pursuant to the Plan of Reorganization. The new Board includes James S. Gilmore III, a non-employee director of ours who is a partner in the law firm of Kelley Drye & Warren LLP, and Robert F. Agnew, also a non-employee director, who is an executive officer of the consulting firm of Morten Beyer & Agnew. Neither Mr. Gilmore nor Mr. Agnew serves on the Audit and Governance Committee. The Company paid legal fees to the firm of Kelley Drye & Warren LLP of $1.2 million for the period January 1, 2004 through July 27, 2004 and $2.7 million for the period July 28, 2004 through December 31, 2004. The Company did not pay any fees and expenses to Morten Beyer & Agnew for the period January 1, 2004 through July 27, 2004, but paid that firm fees and expenses of $100,000 for the period July 28, 2004 through December 31, 2004.

6/30/2005 10-K Information

All of our non-employee directors of the Company who served on the Board prior to July 27, 2004, namely Brian H. Rowe, Lawrence W. Clarkson, Richard A. Galbraith, Joseph J. Steuert, Stephen A. Greene, John S. Blue and Linda Chowdry, resigned from the Board at or prior to the Effective Date. We were party to two separate consulting agreements with one of these former directors, Joseph J. Steuert, who is chairman and chief executive officer of The Transportation Group, an investment bank focused on the aviation industry. Effective March 1, 2003, we entered into a consultancy agreement (the “First Agreement”), whereby Mr. Steuert agreed to provide us with consultancy services in connection with the restructuring of financial obligations with our debt holders and aircraft lessors. Pursuant to the terms of the First Agreement, we were required to pay a monthly fee of $95,000, as well as a success fee in the amount not less than $500,000 nor more than $800,000, which amount was determined at the sole discretion of the Company’s Board of Directors. The First Agreement had a four-month term and was automatically renewable for additional one-month terms unless either party provided notice of non-renewal of the First Agreement by the 20th day of the preceding month. We incurred consulting fees and expenses to Mr. Steuert of $0.8 million for the year ended December 31, 2004. The First Agreement was rejected in bankruptcy and we are no longer subject to the First Agreement or its automatic renewal.

Effective October 1, 2003, we entered into a second consultancy agreement (the “Second Agreement”), whereby Mr. Steuert agreed to provide us with consultancy services in connection with the arrangement of investments in our equity or convertible debt securities (collectively, “Equity Investment”) in conjunction with the restructuring of its debt and lease obligations. Pursuant to the terms of the Second Agreement, we were required to pay a success fee of 0.75% of the funded amount of each consummated Equity Investment regardless of whether the investors for the Equity Investments were introduced by the director to the transaction. The Second Agreement had an initial term expiring upon the later of February 1, 2004 or the date of confirmation of the Plan of Reorganization. The second agreement was terminated on January 29, 2004 and we did not incur any consulting fees under the Second Agreement.

Another of our former directors, Stephen A. Greene, is a partner in a law firm, Cahill, Gordon & Reindel, that acted as our outside counsel. We paid legal fees and expenses to this law firm of approximately $4.9 million for the year ended December 31, 2004.

A new Board was appointed on the Effective Date pursuant to the Plan of Reorganization. The new Board includes James S. Gilmore III, a non-employee director of ours who is a partner at the law firm of Kelley Drye & Warren, LLP, outside counsel to us, and Robert F. Agnew, also a non-employee director of ours who is an executive officer of Morten Beyer & Agnew, a consulting firm with which we transact business. Neither Mr. Gilmore nor Mr. Agnew serves on the Audit and Governance Committee. For amounts paid by us in 2004 to Kelley Drye & Warren LLP and to Morten Beyer & Agnew, reference is made to Note 12 to our Consolidated Financial Statements included in Item 8 of Part II of the Report.

Sankaty Financing Partners, LLC, a holder of more than five percent of our New Common Stock, is affiliated with a lender under our Aircraft Credit Facility and our AFL III Credit Facility. For information concerning these facilities, reference is made to the Notes to our Consolidated Financial Statements that are set forth in Item 8 of Part II of the Report.

4/30/2002 Proxy Information

Mr. Li is Chairman and Chief Executive of The Bank of East Asia, Limited, which entered into a consulting agreement with the Company. The Bank of East Asia, Limited receives an annual retainer pursuant to such agreement.