Exhibit 10.17.3


                FORM OF RESIGNATION AND GENERAL RELEASE AGREEMENT

                  THIS RESIGNATION AND GENERAL RELEASE AGREEMENT is entered into
this ___ day of October, 2005, by and between Atlas Air Worldwide Holdings, Inc.
(the "Company") and Wakelee Smith ("Employee").

         WHEREAS, Employee is employed by the Company as Senior Vice President
and Chief Operating Officer, pursuant to that certain Amended and Restated
Employment Agreement dated July 22, 2005 (the "Employment Agreement");

         WHEREAS, Employee and the Company are entering into this Agreement to
resolve all issues relating to Employee's employment, termination of employment
with the Company, and termination of the Employment Agreement.

         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the Company and Employee hereby agree as follows:

         1. RESIGNATION: Employee resigns from his employment with the Company
effective October 31, 2005 (the "Resignation Date").

         2. PAYMENTS AND OTHER BENEFITS:

            (a) In lieu of any and all benefits Employee would otherwise be
entitled to under the Employment Agreement, Employee will receive severance
payments based on Employee's Base Annual Salary for a period of twelve (12)
months (the "Payout Period"), paid in accordance with the Company's normal
payroll schedule through February, 2006, with the remainder paid in a lump sum
on or about March 1, 2006, but in no event later than March 15, 2006. In
addition, pursuant to paragraph 3.4 (d) of the Employment Agreement, Employee
shall receive a lump sum cash payment in the amount of $22,500. The payments set
forth in this paragraph shall be subject to all applicable tax withholdings.

            (b) The Company will provide Employee with continued medical,
dental, and vision coverage (as previously elected by Employee) during the
Payout Period, subject to Employee paying the same portion of the premiums for
such coverage as he paid during the period of his employment with the Company,
provided, however, that any such continued coverage shall cease in the event
Employee obtains comparable coverage in connection with subsequent employment.
The provision of such benefits during the Payout Period shall not count toward
the Employee's entitlement period for continuation benefits under the
Consolidated Omnibus Budget Reconciliation Act ("COBRA").

            (c) For purposes of any stock option agreements or restricted share
agreements, Employee's termination of employment shall be deemed to be a
termination for other than Cause; provided, however, that paragraph 4.2 (d) of
the Employment Agreement shall survive and apply to limiting the vesting of any
restricted shares.

With the exception of the foregoing, Employee acknowledges and agrees that he
shall not be entitled to receive or accrue any other compensation or benefits
from the Company of any kind


<PAGE>


or nature whatsoever during the Payout Period or otherwise, including, but not
limited to, any benefits under the Company's Long Term Incentive Plan, Annual
Incentive Plan, vacation, profit sharing, 401(k) contributions, stock option
awards of any kind, bonuses, severance pay, or any other benefits that may be
provided to employees or officers of the Company as a matter of Company policy
or practice. Employee further agrees that during the Payout Period, he will not
be eligible to make any contributions to the Company's 401(k) Plan. The payments
and benefits described in this Paragraph 2 include consideration provided to
Employee over and above anything of value to which he would otherwise be
entitled.

         3. COMPREHENSIVE RELEASE AND WAIVER: In consideration of the benefits
provided to him under Paragraph 3, and except as expressly set forth in this
Resignation and General Release Agreement, Employee hereby releases, waives, and
forever discharges the Company, its officers, directors, employees, partners,
owners, affiliates, and agents, and its and their respective officers,
directors, employees, partners, owners, affiliates, agents, successors, assigns,
benefit plans, and programs (the "COMPANY RELEASEES") from any claim, demand,
action, or cause of action, whether known or unknown, which arose at any time
from the beginning of time to the date on which Employee executes this
Agreement. Accordingly, Employee waives and releases all rights relating to,
arising out of, or in any way connected with his employment with or resignation
from the Company, including, but not limited to, any claim, demand, cause of
action, or right, including claims for attorneys' fess based on, but not limited
to:

            (a) The Age Discrimination in Employment Act of 1967, as amended
(codified beginning at 29 U.S.C. Section 621); the Older Workers Benefit
Protection Act (Pub. Law 101-433, 104 Stat. 978 (1990)); Title VII of the Civil
Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990; the
Civil Rights Acts of 1866, 1871, and 1991; the Family and Medical Leave Act of
1993; the Equal Pay Act of 1963; the Employee Retirement and Income Security Act
of 1974, as amended ("ERISA"); the New York State Civil Rights Act, as amended;
the New York State Human Rights Law, as amended; the New York State Labor Law,
as amended; the New York State Workers' Compensation Law's Retaliation
provisions, as amended; the New York State Disability Benefits law's Retaliation
provisions, as amended; the New York City Administrative Code and Charter, as
amended; the New York City Human Rights Law, as amended; any federal, state, or
local law concerning equal pay; and any other federal, state, or local
employment statute, law, or ordinance; PROVIDED, HOWEVER, that this Agreement
shall not affect Employee's rights under the Older Workers Benefit Protection
Act to have a judicial determination of the validity of this release and waiver;

            (b) Any and all rights or claims under any express or implied
contract or covenant, covenant of good faith and fair dealing, promissory
estoppel, or other promises;

            (c) Any and all common law claims such as wrongful discharge,
violation of public policy, defamation, negligence, infliction of emotional
distress, any intentional torts, outrageous conduct, interference with contract,
fraud, misrepresentation, and invasion of privacy; and

            (d) Any and all claims for any of the following: money damages
including actual, compensatory, or punitive damages, equitable relief such as
reinstatement or injunctive


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relief, front or back pay, wages, sick pay, stock options, vacation pay,
bonuses, stock awards, liquidated damages, costs, expenses, or any other
remedies.

Employee acknowledges that he is releasing all claims and potential claims
pursuant to this Paragraph 3 to the fullest extent permitted at law. The waiver
and release contained in this Paragraph 3, however, does not include: (a) any
rights or claims arising after the Resignation Date; (b) any vested rights to
receive benefits under the Company's ERISA benefit plans; and (c) any rights to
elect continuation coverage under the Company's group health plan in accordance
with the terms of COBRA.

         4. COVENANT NOT TO SUE: (a) Employee agrees not to file any claims,
complaints, charges, or lawsuits against any COMPANY RELEASEE for any of the
claims or other matters that are released, waived, or discharged in Paragraph 3
of this Resignation and General Release Agreement. Accordingly, Employee
covenants and agrees not to sue any of the COMPANY RELEASEES concerning any
claim relating to, arising out of, or occurring during the course of his
employment with or resignation from the Company. Employee further agrees that if
he brings any claim(s) in violation of this Agreement, he will reimburse the
COMPANY RELEASEES for all costs and attorneys' fees they incur in defending
against the claim(s), in addition to any other relief available to the COMPANY
RELEASEES; except for claims challenging the validity of this release under the
Age Discrimination in Employment Act or the Older Workers Benefit Protection
Act, in which case such reimbursement and payment of attorneys' fees shall not
apply.

            (b) Company covenants and agrees not to sue Employee concerning any
claim relating to, arising out of, or occurring as a result of Employee's
employment and while Employee acted within the scope of his employment or as a
result of his resignation, except to the extent such claim resulted from the
willful misconduct of Employee.

         5. NON-DISCLOSURE AND RETURN OF COMPANY PROPERTY: Employee covenants
and agrees that at any time in the future he will not reveal, divulge, or make
known to any third party any Confidential or Proprietary Information of the
Company or any of its affiliates which is not in the public domain, except as
required by law. Confidential or Proprietary Information includes, but is not
limited to, records, data, trade secrets, pricing policies, strategy, rate
structure, personnel policy, management methods, financial reports, methods or
practice of obtaining or doing business and any oral or written information
disclosed to Employee or known by Employee as a consequence of or through
Employee's employment by the Company which relates to the Company's business,
products, processes, contracts, or services, including, but not limited to,
information relating to research, development, inventions, products under
development, manufacturing, processes, formulas, purchasing, finance,
accounting, revenues, expenses, marketing, selling, suppliers, customer lists,
customer requirements, and the documentation thereof. Except as specifically set
forth herein, Employee has returned or agrees to return to the Company on or
before the Effective Date (as defined below) of this Agreement, any and all
Company property (including his company car, laptop computer, cell phone or
other electronic equipment) and records in Employee's possession or control,
whether prepared by Employee or by others, including, but not limited to, notes,
memoranda, correspondence, documents, records, notebooks, tapes, disks, and
other repositories of Confidential Information.

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Employee also agrees to return all Company identification and credit cards on or
before the Resignation Date.

         6. NON-DISPARAGEMENT: The parties agree not to make any oral or written
statement or take any other action which disparages or criticizes the other, and
agrees not to make statements about the other to public media. Employee agrees
not to send bulk-mails or faxes or other communications to Company employees
generally or to large groups of Company employees; PROVIDED, HOWEVER, that
Employee shall not be restricted from communicating with individual Company
employees concerning legitimate personal interests of Employee, or from
contacting Company officers or directors concerning issues relating to
Employee's past employment by the Company or the rights and obligations of
Employee and the Company under this Agreement. Employee agrees to cooperate with
the Company to promptly resolve all expense account statements to the Company's
reasonable satisfaction.

         7. NON-COMPETITION Employee acknowledges that his position has given
him access to confidential and highly sensitive non-public information of
substantial importance to the Company, including, but not limited to,
Confidential or Proprietary Information (as described in Paragraph 5 of this
Agreement). As a result of his access to such information during his employment
with the Company, Employee agrees that:

            a. at no time before the first anniversary of Employee's termination
of employment with the Company, will Employee engage in any of the following
activities directly or indirectly, for any reason, whether for Employee's own
account or for the account of any other person, firm, corporation or other
organization:

                (i)   interfere with any of the Company's contracts or
                      relationships with any client, employee, officer, director
                      or any independent contractor whether the person is
                      employed by or associated with the Company on the date of
                      this Agreement or at any time thereafter; or

                (ii)  interfere with any of the Company's contracts or
                      relationships with any independent contractor, customer,
                      client or supplier, or any person who is a bona fide
                      prospective independent contractor, customer, client or
                      supplier of the Company.

         b. Employee covenants and agrees that, at no time before the first
anniversary of such termination of employment with the Company, will Employee
directly or indirectly, for any reason, whether for Employee's own account or
for the account of any other person, firm, corporation or other organization,
accept employment with, or give advice to, (i) any air cargo carrier, (ii) any
air cargo division or cargo affiliate of any other airline, or (iii) any company
that leases cargo aircraft as a significant part of its business on an ACMI, wet
lease or charter basis. The parties agree and intend that breach of this
non-competition clause shall subject Employee to the full measure of contract
and equitable damages; provided, however, that nothing herein is intended to
prevent Employee from working as a consultant so long as such work (a) does not
require


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the use or disclosure of the Company's trade secrets and/or proprietary
information, and (b) does not infringe on the Company's competitive position.

Employee acknowledges that irreparable damage would result to the Company if the
provisions of this Paragraph 7 are not specifically enforced, and agrees that
the Company shall be entitled to any appropriate legal, equitable, or other
remedy, including injunctive relief, in respect of any failure to comply with
the provisions of this Paragraph 7.

For purposes of this Paragraph 7, "Company" shall include Atlas Air Worldwide
Holdings, Inc. and each of its subsidiaries.

         8. CONFIDENTIALITY: Employee agrees to keep the terms of this Agreement
confidential and not to disclose those terms to anyone except immediate family
members, legal counsel, and tax or financial advisors; PROVIDED, HOWEVER, that
Employee advises such persons of the confidential nature of this Agreement and
they agree not to disclose such information further, and except as may otherwise
be necessary to enforce its terms or as required by law.

         9. COOPERATION: Employee agrees to cooperate fully with the Company in
connection with any actions, proceedings, or potential actions or proceedings
the subject matter of which arose, occurred, or transpired while Employee was an
employee or otherwise represented the Company. Such cooperation will include,
but is not limited to, testimony at deposition, trial, or arbitration;
submission of affidavits, certifications, or other court documents; and
preparation for the foregoing via personal meetings and telephone conferences
with the Company and/or its counsel. The Company agrees to pay Employee's
reasonable out-of-pocket expenses in connection with such testimony and
preparation for such testimony.

         10. BREACH BY EITHER PARTY: If either party breaches any provision of
this Agreement, the breaching party agrees to pay all reasonable attorneys' fees
and costs incurred by the non-breaching party or by any COMPANY RELEASEE as a
result of such breach. In the event of a material breach of this Agreement by
the other party, the Company shall have the right to rescind this Agreement and
to recover all consideration paid or provided hereunder, and Employee shall have
the right to recover damages for any amounts due hereunder.

         11. SUCCESSORS: This Agreement shall apply to Employee, as well as his
heirs, agents, executors, and administrators. The Agreement also shall apply to,
and inure to the benefit of, the predecessors, successors, and assigns of the
Company and each past, present, or future employee, agent, representative,
officer, partner, owner, or director of the Company and any division,
subsidiary, parent, or affiliated entity.

         12. PRIOR AGREEMENTS: Except as provided herein, this Agreement shall
supersede and effectively terminate any prior employment agreement(s) between
the Company and the Employee, including but not limited to the Employment
Agreement. Employee hereby releases the Company and the Company Releasees (as
defined in Paragraph 3, above) from any and all obligations under those
respective Agreements.

         13. SEVERABILITY: If any provision of this Agreement is found to be
invalid or unenforceable by a court of competent jurisdiction, the remaining
terms of this Agreement will remain in full force and effect.

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<PAGE>

         14. COMPLETE AGREEMENT: The parties agree that this Resignation and
General Release Agreement sets forth all of the terms of the agreement between
the parties with respect to the subject matter of this Agreement. This Agreement
constitutes the entire agreement between Employee and the Company concerning his
employment with the Company and his resignation from employment with the
Company, and there are no other promises, understandings, or agreements relating
thereto except as may be provided herein.

         15. NO ADMISSION: Nothing in this Agreement shall be construed as an
admission of liability by either party. The purpose of this Agreement is solely
to amicably resolve all issues relating to Employee's employment and resignation
from employment with the Company.

         16. DRAFTING: Both parties have participated in the preparation of this
Agreement, and no rules of construction or interpretation based upon which party
drafted any portion of the Agreement shall be applicable or invoked.

         17. CHOICE OF LAW AND JURISDICTION: This Agreement shall be construed
and enforced in accordance with the law of the State of New York. Any action
brought by or on behalf of Employee, his agents, heirs, administrators, or
executors against the Company (or any of its officers, directors, employees,
partners, owners, affiliates, or agents) to enforce this Agreement shall be
maintained in a federal or state court located in the jurisdiction in which
Employee was employed by the Company.

         18. NO REPRESENTATIONS: The parties agree and acknowledge that they
have not relied upon any representation, whether written or oral, of the other
party in connection with entering into this Agreement.

                  THIS AGREEMENT IS AN IMPORTANT LEGAL DOCUMENT. EMPLOYEE IS
ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EMPLOYEE IS
ADVISED THAT HE HAS 21 DAYS AFTER RECEIVING THIS DOCUMENT TO CONISIDER IT, AND
IF HE ELECTS TO SIGN IT BEFORE THAT TIME, ACKNOWLEDGES THAT HE HAS DONE SO
VOLUNTARILY. IF EMPLOYEE CHOOSES TO AGREE TO THE TERMS OF THIS AGREEMENT, HE
MUST SIGN AND RETURN THIS AGREEMENT TO THE COMPANY WITHIN 21 DAYS. IF EMPLOYEE
SIGNS THIS AGREEMENT, HE WILL THEN HAVE THE RIGHT TO REVOKE THIS AGREEMENT BY
DELIVERING WRITTEN NOTICE OF REVOCATION TO THE COMPANY, BUT SUCH NOTICE MUST BE
RECEIVED BY THE COMPANY WITHIN SEVEN DAYS AFTER THE DATE THAT EMPLOYEE SIGNED
THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND NONE OF THE
PAYMENTS AND BENEFITS SET FORTH IN THIS AGREEMENT SHALL BECOME DUE AND PAYABLE
UNTIL THE "EFFECTIVE DATE," WHICH IS DEFINED AS THE EARLIEST DATE AFTER (a) BOTH
PARTIES HAVE EXECUTED THIS AGREEMENT, AND (b) EMPLOYEE'S SEVEN-DAY REVOCATION
PERIOD HAS PASSED WITHOUT REVOCATION. IF THIS AGREEMENT IS NOT SIGNED AND
DELIVERED TO THE COMPANY WITHIN THE 21-DAY PERIOD, NEITHER EMPLOYEE NOR THE
COMPANY WILL HAVE ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT.


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COMPANY:                                         WAKELEE SMITH:

ATLAS AIR WORLDWIDE HOLDINGS, INC.
a Delaware corporation


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PRINTED:                                   PRINTED:
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