X0303 4 2009-05-21 0 0001135185 ATLAS AIR WORLDWIDE HOLDINGS INC AAWW 0001299258 Agnew Robert F 2000 WESTCHESTER AVENUE PURCHASE NY 10577 1 0 0 0 Common Stock, $0.01 par value 2009-05-21 4 A 0 1575 0.00 A 17086 D Restricted Stock Units 2009-05-21 4 M 0 1575 0.00 D Common Stock 1575 0 D Restricted Stock Units 2009-05-22 4 A 0 4296 0.00 A Common Stock 4296 4296 D Upon vesting, the Reporting Person is entitled to receive one share of Common Stock for each restricted stock unit. These restricted stock units vested on May 21, 2009 and were automatically converted into an equivalent number of shares of Common Stock. The units vest in their entirety on the first to occur of the following: (i) the first anniversary of the Date of Grant; (ii) the day immediately preceding the date of the annual meeting of stockholders of the Company occurring in 2010; the day immediately preceding the Reporting Person's death; the day immediately preceding the date of termination of the Reporting Person's service on the Board by reason of disability (as defined); or a Change in Control of the Company (as defined). Share payouts will be made as soon as practicable after vesting of the Restricted Stock Units. /s/ Michael W. Borkowski Michael W. Borkowski, as Attorney-in-Fact 2009-05-22