<PAGE>
                                                                Warrant No. 23


NOTICE:   THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
          REGISTERED UNDER TEIE SECURITIES ACT OF 1933 OR QUALIFIED UNDER OTHER
          SECURITIES LAWS AND, ACCORDINGLY, TRANSFER OF THIS WARRANT OR SUCH
          SHARES MAY BE RESTRICTED.

                               HAWAIIAN AIRLINES, INC.

                                   WARRANT FOR THE
                             PURCHASE OF 25,696 SHARES OF
                                 CLASS A COMMON STOCK

                                      VOID AFTER
                                  SEPTEMBER 11, 2001
-------------------------------------------------------------------------------

For value received, this Warrant entitles AMR Corporation ("AMR") and its
successors and assigns, subject to the terms and conditions hereinafter set
forth, to purchase from Hawaiian Airlines, Inc. (Hawaiian) 25,696 fully paid
and nonassessable shares of Class A Common Stock, par value $.01 per share, of
Hawaiian (the Class A Common Stock), subject to adjustment as hereinafter
provided upon payment therefor to Hawaiian of $1.10 per share (the "Warrant
Price"), subject to adjustment as hereinafter provided (this "Warrant").  This
is one of two warrants issued concurrently to AMR for the purchase of Class A
Common Stock which collectively are referred to herein as the "AMR Warrants."

THE SALE, ASSIGNMENT OR OTHER DISPOSITION (EACH A "TRANSFER") OF THIS WARRANT IS
RESTRICTED BY THE TERMS OF THE RIGHTSHOLDERS AGREEMENT (THE "RIGHTSHOLDERS
AGREEMENT"), DATED AS OF JANUARY 31, 199C, BY AND AMONG THE COMPANY, AIRLINE
INVESTORS PARTNERSHIP, L.P. AND THE HOLDERS OF WARRANTS OF HAWAIIAN, A COPY OF
WHICH MAY BE INSPECTED AT HAWAIIAN'S PRINCIPAL OFFICE.  THE COMPANY WILL NOT
REGISTER ON THE BOOKS OF THE COMPANY OR OTHERWISE EFFECT THE TRANSFER OF THIS
WARRANT IF THE TRANSFER HAS NOT BEEN MADE IN COMPLIANCE WITH THE RIGHTSHOLDERS
AGREEMENT.

         1.  EXERCISE.

         (a)  Subject to Section 1 (d), this Warrant is exercisable at the
option of the holder hereof in whole or in part from time to time on or before
September 11, 2001

         (b)  Before the holder of this Warrant shall be entitled to exercise
the same, he shall surrender this Warrant at the principal office of Hawaiian
accompanied by funds payable by cash, a certified check, bank cashiers check
or wire transfer to an account designated by Hawaiian in the amount of the
Warrant Price payable upon such exercise plus any tax or taxes payable or
which may be payable by such holder in respect of such exercise, and shall
give written notice (the "Exercise Notice") to Hawaiian at such office that
such holder elects to exercise this Warrant, and shall state therein the
number of shares of Class A Common Stock or other securities issuable upon
such exercise and the name or names in which he wishes the certificate or
certificates for such shares of Class A Common Stock or

<PAGE>
                                                                Warrant No. 23

other securities to be issued. Hawaiian will, as soon as practicable after
such surrender of this Warrant accompanied by the written notice and the
statement described above, requisition from the then transfer agent for
Hawaiian a certificate or certificates for shares of Class A Common Stock for
issuance and delivery to or on the written order of the registered holder of
such Warrant and in such name or names as such registered holder may
designate. Such certificate or certificates shall represent the number of
whole shares of Class A Common Stock issuable on such exercise, together with
a cash amount for any fraction of a share of Class A Common Stock otherwise
issuable on such exercise and shall be delivered as directed by the holder of
the Warrant in the Exercise Notice no later than Eve Business Days after
exercise.

         (c)  Certificates representing such shares shall be deemed to have been
issued and any person so designated to be named therein shall be deemed to have
become a holder of record of such shares as of the date of surrender of a
Warrant and payment of the Warrant Price as provided herein, PROVIDED that if,
at the date of surrender of such Warrant and payment of such Warrant Price, the
transfer books for the Class A Common Stock or other class of stock purchasable
on the exercise of such Warrant shall be closed, the certificates for the shares
in respect of which such Warrant is then exercised shall be issuable as of the
date on which such books shall next be opened and until such date, Hawaiian
shall be under no duty to deliver any certificate for such shares. The Warrant
shall be exercisable at the election of the registered holder thereof, either as
an entirety or from time to time for part of the number of whole shares
specified in the Warrant, but in no event shall fractional shares be issued. In
the event of any partial exercise, a new Warrant will be issued to the
registered holder to evidence such holder's Warrant to purchase the number of
shares as to which the Warrant has not been exercised. No adjustment shall be
made for any cash dividends on shares issuable on the exercise of any Warrant.

         (d)  This Warrant may not be exercised until American Airlines, Inc.
("American"), a wholly owned subsidiary of AMR, and Hawaiian enter into a
binding code sharing arrangement permitting Hawaiian to add American's flight
designations to Hawaiian's interisland flights (other than the Honolulu to Maui
segment) (a "Code Share"). This Warrant may not be exercised after December 31,
1996, if American and Hawaiian fail, after good faith negotiations, to enter
into a Code Share prior to January 1, 1997.

         2.   TRANSFER AND EXCHANGE.

         (a)  This Warrant may be transferred at the principal office of
Hawaiian upon its surrender by the holder thereof in person or by attorney
duly authorized in writing. Upon such surrender, a new Warrant or new
Warrants of different denominations will be issued to the transferee or
transferees, dated the date of such surrender, of like tenor and representing
in the aggregate the right to purchase a like number of shares of Class A
Common Stock (after giving effect to any adjustments therein).

         (b)  This Warrant may be exchanged at the principal office of
Hawaiian upon surrender by the holder hereof in person or by attorney duly
authorized in writing, for another Warrant or other Warrants of different
denominations, dated the date of such surrender, of like tenor and
representing in the aggregate the right to purchase a like number of shares
of Class A Common Stock (after giving effect to any adjustments therein).
Hawaiian shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a Warrant to purchase only a
fraction of a share.

                                   2

<PAGE>
                                                                Warrant No. 23

         3.  ADJUSTMENT OF NUMBER OF SHARES.

         (a) Upon any adjustment of the Current Warrant Price, as provided in
Section 4 hereof, the number of shares of Class A Common Stock issuable upon
exercise of this Warrant shall be determined by dividing (i) the result obtained
by multiplying the Warrant Price in effect immediately prior to such adjustment
by the number of shares of Class A Common Stock issuable upon exercise of this
Warrant immediately prior to such adjustment by (ii) the Warrant Price resulting
from such adjustment.

         (b) No adjustment in the renumber of shares of Class A Common Stock
issuable hereunder shall be required unless such adjustment would require an
increase or decrease of at least one percent in such number; PROVIDED that any
adjustments which by reason of this Section 3(b) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

         4.   ADJUSTMENT OF WARRANT PRICE.

         (a)  In case Hawaiian shall at any time (i) issue or sell any shares
of Common Equity (which term for all purposes hereof shall mean and include
stock of Hawaiian of any class or series, whether now or hereafter
authorized, the holders of which shall be entitled to participate in the
distribution of earnings and assets of Hawaiian without limit as to amount or
percentage, including Class A Common Stock unless the holders of such stock
shall be entitled to receive dividends or amounts distributable upon
liquidation, dissolution or winding up, as the case may be, senior in
preference or priority to the holders of any outstanding stock of Hawaiian of
any other class or series) without consideration, or for consideration per
share less than the Current Market Price (determined as hereinafter
provided), or (ii) issue or sell any securities convertible into, or
exchangeable for, shares of Common Equity ("Convertible Securities") at a
conversion price per share of Common Equity less than the Current Market
Price, or (iii) issue or sell any warrants or other rights to subscribe to or
purchase, or any options for the purchase of shares of Common Equity or
Convertible Securities ("Rights or Options") at an exercise price per share
of Common Equity less than the Current Market Price, then and thereafter
successively upon each such issuance or sale, except as provided below, the
Warrant Price in effect immediately prior to such issuance or sale (the
"Current Warrant Price") shall simultaneously with such issuance or sale be
reduced to a price (calculated to the nearest cent) determined by
multiplying: (A) the Current Warrant Price by (B) a fraction of which the
numerator shall be the aggregate number of shares of Common Equity
outstanding immediately prior to such issuance or sale plus the number of
shares of Common Equity which the aggregate consideration for the total
number of shares of Common Equity, Convertible Securities and Rights or
Options issued or sold as aforesaid would purchase at the Current Market
Price, and of which the denominator shall be the aggregate number of shares
of Common Equity outstanding immediately prior to such issuance or sale, plus
the number of shares of Common Equity issued or sold as aforesaid and the
maximum number of shares of Common Equity issuable with respect to such
Convertible Securities and Rights or Options issued or sold as aforesaid.

         In case Hawaiian shall at any time distribute to holders of Common
Equity, as such, (i) evidences of indebtedness or assets (excluding regular
cash dividends or cash distributions payable out of consolidated retained
earnings) of Hawaiian or any corporation or other legal entity a majority of
the voting equity securities or equity interests of which are owned, directly
or indirectly, by Hawaiian (a "Subsidiary"), (ii) shares of capital stock of
any

                                   3

<PAGE>
                                                                Warrant No. 23

Subsidiary, (iii) securities convertible into or exchangeable for capital
stock of any Subsidiary, or (iv) any rights, options, or warrants to purchase
any of the foregoing, then and thereafter successively upon each
distribution, the Current Warrant Price shall, simultaneously with such
distribution, be reduced to a price (calculated to the nearest cent)
determined by multiplying, (A) the Current Warrant Price by (B) a fraction,
the numerator of which will be the Current Market Price less the fair value
(as determined in good faith by the Board of Directors of the Hawaiian, whose
determination will be conclusive if based on the financial advice of a
nationally recognized investment banking firm) of the portion of the
evidences of indebtedness, assets, securities, or rights, options, or
warrants so distributed on account of one share of Common Equity on the
record date for such distribution, and the denominator of which will be such
Current Market Price. Such adjustment will be made whenever any such
distribution is made, and will become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution.

         (b)  Notwithstanding the foregoing, no adjustment of the Current
Warrant Price shall be made in any case in which Hawaiian shall issue (i)
employee stock options, (ii) shares of Common Equity upon conversion or
exchange of any Convertible Securities, (iii) shares of Common Equity or
Convertible Securities upon exercise of any Rights or Options, (iv) in
consideration of the acquisition by Hawaiian or any subsidiary of all or
substantially all of the stock of another company or all or substantially all
the assets of another company (whether by merger, acquisition of assets or
otherwise), any shares of Common Equity or any Convertible Securities or any
Rights or Option or (v) shares of Common Equity pursuant to the proposed
offering by Hawaiian of nontransferable rights to purchase Class A Common
Stock (the "Rights Offerings") to be made to the Company's shareholders and
to holders of options under its stock option plan and reasonably anticipated
for February or March of 1996, but only to the extent that the number shares
of Common Equity issued in the Rights Offering does not exceed the number of
shares held by such shareholders plus the number of shares issuable on
exercise of such options.

         (c)  Calculations pursuant to Section 4(a) hereof shall be made in
accordance with the following provisions:

              (i)  "Current Market Price" on any day shall mean the average
     of the daily closing prices of the Class A Common Stock for the 30
     consecutive business days commencing 35 business days before the day in
     question. The closing price for each day shall be the last reported sale
     price regular way or, in case no such reported sale takes place on such
     date, the average of the reported closing bid and asked prices regular
     way, in either case on the American Stock Exchange, or, if such stock is
     not listed or admitted to trading on such exchange, on the principal
     national securities exchange on which such stock is listed or admitted
     to trading, or if not listed or admitted to trading on any national
     securities exchange, the average of the closing bid and asked price in
     the over-the-counter market, as furnished by any national brokerage firm
     selected from time to time by Hawaiian for that purpose. For the
     purposes of the foregoing provision, the term "business day" shall not
     include any day on which securities are not traded on such exchange or
     in such market.

              (ii) In case of the issuance or sale of any securities of
     Hawaiian for cash, the consideration received by Hawaiian therefor shall
     be deemed to be the amount of cash received by Hawaiian for such
     security (or if such securities are offered by Hawaiian for
     subscription, the subscription price, or, if such securities are sold to


                                     4

<PAGE>
                                                                Warrant No. 23


     underwriters or dealers for public offering without a subscription
     offer, the initial public offering price), without deducting therefrom
     any compensation or discount paid or allowed to underwriters or dealers
     or others performing similar services or for any expenses incurred in
     connection therewith.

              (iii)  In case of the issuance or sale of any securities of
     Hawaiian for consideration other than cash or a consideration a part of
     which is other than cash, the amount of the consideration other than
     cash received by Hawaiian for such securities shall be deemed to be the
     fair value of such consideration as determined by its Board of
     Directors, which determination may be inconsistent with the accounting
     treatment thereof.

              (iv) In case of the issuance or sale of Convertible Securities,
     the aggregate consideration therefor shall be deemed to be the
     consideration, if any, received at the time of such issuance or sale,
     plus the minimum aggregate amount of additional consideration, if ably,
     payable to Hawaiian upon the conversion or exchange of such Convertible
     Securities at the time such Convertible Securities fast become
     convertible or exchangeable.

              (v)  In case of the issuance or sale of Rights or Options, the
     aggregate consideration therefor shall be deemed to be the
     consideration, if any, received at the time of such issuance or sale,
     plus the minimum aggregate amount of additional consideration, if any,
     payable to Hawaiian upon the exercise of such Rights or Options, plus,
     in the case of Rights or Options to purchase Convertible Securities, the
     minimum aggregate amount of additional consideration, if any, payable to
     Hawaiian upon the conversion or exchange of such Convertible Securities
     at the time such Convertible Securities first become convertible or
     exchangeable.

              (vi) In case of the issuance or sale of Convertible Securities
     or Rights or Options, the conversion or exercise price per share of
     Common Equity shall be determined by dividing the aggregate
     consideration for such Convertible Securities or Rights or Options by
     the maximum number of shares of Common Equity issuable with respect to
     such Convertible Securities or Rights or Options.

              (vii)   The maximum number of shares of Common Equity issuable
     with respect to Convertible Securities or Rights or Options shall
     include the number of shares issuable upon conversion or exchange of
     such Convertible Securities or exercise of such Rights or Options, plus,
     in the case of Rights or Options to purchase Convertible Securities, the
     number of shares issuable upon conversion or exchange of such
     Convertible Securities.

              (viii)  In case of the issuance of additional shares of Common
     Equity as a dividend or as the distribution on any capital stock of
     Hawaiian, the aggregate number of shares of Common Equity issued in
     payment of such dividend or distribution shall be deemed to have been
     issued on the record date for the determination of stockholders entitled
     to receive such dividend or distribution and shall be deemed to have
     been issued without consideration.

              (ix)    The reclassification of securities other than Common
     Equity into securities including Common Equity shall be deemed to
     involve the issuance for

                                    5

<PAGE>
                                                                Warrant No. 23


     consideration other than cash of such Common Equity on the record
     date for the determination of stockholders entitled to receive such
     Common Equity.

              (x)     The number of shares of Common Equity at any time
     outstanding shall include the maximum number of shares issuable at such
     time with respect to all Convertible Securities and Rights or Options
     then outstanding and unconverted or unexchanged or unexercised.

              (xi)    No adjustment provided for in Section 4(a) hereof shall
     be made if it results in an increase in the Current Warrant Price above
     the initial Warrant Price as adjusted only as provided in Section 4(d)
     hereof.

         (d)  In case the outstanding shares of Common Equity shall be
subdivided into a greater number of shares of Common Equity, the Current
Warrant Price shall, simultaneously with the effectiveness of such
subdivision, be proportionately reduced, and conversely, in case the
outstanding shares of Common Equity shall be combined into a smaller number
of shares of Common Equity, the Current Warrant Price shall, simultaneously
with the effectiveness of such combination, be proportionately increased.

         (e)  Whenever the Current Warrant Price shall be adjusted as herein
provided, and from time to time, at the reasonable request of the holder
hereof, Hawaiian will forthwith deliver to such holder a certificate signed
by the President or a Vice President and by the Treasurer or an Assistant
Treasurer of Hawaiian, showing in reasonable detail the facts requiring any
such adjustment and stating the Current Warrant Price in effect on the date
of such certificate after giving effect to any such adjustment and the number
of shares of Class A Common Stock or other securities then purchasable upon
the exercise hereof. Hawaiian may retain a firm of independent public
accountants of recognized standing, selected by its Board of Directors to
make any computation required under this Section 4, and the certificate
signed by such firm shall be conclusive evidence of the correctness of any
such computation.

         5.  CAPITAL REORGANIZATION, RECLASSIFICATION OR MERGER. In case the
Class A Common Stock shall be changed into another kind of capital stock of
Hawaiian (otherwise than through a subdivision or combination of shares) or
shall represent the right to receive some other security or property as a
result of any capital reorganization, reclassification or merger into or
consolidation with another company, or sale of all or substantially all the
assets of Hawaiian to another company, this Warrant shall (subject to further
adjustments in the Warrant Price as herein provided) thereafter entitle the
holder hereof to acquire upon exercise hereof the kind and number of shares
of stock or other securities or property to which such holder would have been
entitled if such holder had held the Class A Common Stock issuable upon
exercise of this Warrant immediately prior to such capital reorganization,
reclassification, merger, consolidation or sale of assets.

         6.   RESERVATION OF SHARES.  Hawaiian shall at all times reserve and
keep available, out of its treasury stock or authorized and unissued stock,
solely for the purpose of effecting the exercise of this Warrant, such number
of shares of Class A Common Stock and other securities of Hawaiian as shall,
from time to time, be sufficient to effect the exercise of this Warrant. All
shares of Class A Common Stock issued on exercise of this Warrant shall be
validly issued, fully paid and nonassessable.

                                    6

<PAGE>
                                                                Warrant No. 23

         7.   HOLDER OF WARRANT.  Hawaiian may deem and treat the person in
whose name this Warrant is registered as the absolute owner hereof for all
purposes and Hawaiian shall not be affected by any notice to the contrary. No
holder of this Warrant, as such, shall be entitled to vote on or be deemed
for any purpose the holder of Class A Common Stock or any other securities of
Hawaiian which may at any time be issuable on the exercise hereof.

         8.   DEMAND REGISTRATION.  As soon as practicable after Hawaiian's
receipt of a request, made at any time before September 11, 2001, of holders
of Class A Common Stock heretofore issued upon exercise of AMR Warrants
and/or of then exercisable AMR Warrants to purchase Class A Common Stock
aggregating not less than five hundred thousand shares to register such
shares of Class A Common Stock Registrable Securities) under the Securities
Act of 1933, as amended (the "Act"), Hawaiian shall cause a registration
statement to be filed with respect to the number of such shares specified in
the request and shall use its best efforts to cause the Registration
Statement to become effective. Hawaiian shall not be required to cause more
than two registration statements to be filed pursuant to this Section 8.
Hawaiian shall be entitled to include other securities of Hawaiian to be
offered by Hawaiian or other stockholders of Hawaiian, in such registration
statement; PROVIDED, HOWEVER! that such stockholders or holders of AMR
Warrants requesting registration pursuant to this Section 8 may request that
any such other securities of Hawaiian not be included in the registration
statement if they shall be advised by the investment banking firm managing
the underwriting that it reasonably believes that such inclusion would
adversely affect the offing of the shares to be covered by the proposed
registration statement. Hawaiian shall be entitled to postpone the filing of
any such registration statement for a reasonable period of time if (a)
Hawaiian is, at the time at which it receives any such request, conduction
or, within 60 days of receipt by Hawaiian of such notice, is about to conduct
an offering of its securities and Hawaiian reasonably believes that such
offering would be adversely affected by the registration requested, (b) such
request is received by Hawaiian within six months after the effective date of
a registration statement of Hawaiian and, prior to the filing of such
registration statement, Hawaiian has complied with its obligations under
Section 9 hereof, or (c) the filing of the registration statement would
require Hawaiian to furnish audited financial statements other than the
audited financial statements customarily prepared at the end of its fiscal
year or unaudited financial information with respect to any period other than
its regularly reported interim quarterly periods.

        9.  PIGGY-BACK REGISTRATION RIGHTS.

        (a)   From the date hereof and on or before September 11, 2001, at
any time Hawaiian proposes to file a registration statement under the Act
with respect to an offering by Hawaiian, for its own account or the account
of its shareholders, of shares of Class A Common Stock (other than the Rights
Offering, a registration statement on Form S-4 or S-8 (or any substitute form
that may be adopted by the Securities and Exchange Commission (the
"Commission")) or filed in connection with an exchange offer or an offering
of securities solely to Hawaiian's existing security holders), then Hawaiian
shall in each such case give written notice of such proposed filing to the
holders of the AMR Warrants and holders of Registrable Securities as soon as
practicable (but in no event less than 30 days before the anticipated filing
date), and such notice shall offer such holders the opportunity to register
such shares of Registrable Securities as such holder may request.

         (b)   Hawaiian shall use its best efforts to cause any managing
underwriter or underwrites of such proposed underwritten offering to permit
the Registrable Securities


                                    7

<PAGE>
                                                                Warrant No. 23

requested to be included in the registration statement for such offering to
be included on the same terms and conditions as any similar securities of
Hawaiian included therein. Notwithstanding the foregoing, if the managing
underwriter or underwrites of such offering advise Hawaiian that they
reasonably believe that the success of the offering would be materially and
adversely affected by inclusion of the Registrable Securities and the
inclusion of other shares requested to be included, such amount of
Registrable Securities as shall be required to substantially eliminate the
adverse effect in the judgment of the managing underwrite or underwriters,
will be excluded from such offering as provided in the Rightsholders
Agreement. In the case of a non-underwritten offend, may decline to include
any Registrable Securities in a registration statement pursuant to Section
9(a) if it reasonably believes that such inclusion would adversely affect the
offering of the securities to be covered by the proposed registration
statement.

         (c)  To the extent not inconsistent with applicable law, each holder
whose securities are included in the registration statement pursuant to this
Section 9 agrees not to effect any public sale or distribution of the issue
being registered or a similar security of Hawaiian, including a sale pursuant
to Rule 144 under the Act, during the 14 days prior to, and during the 60~day
period beginning on, the effective date of such registration statement
(except as part of such registration), if and to the extent requested by
Hawaiian in the case of the non~underwritten public offering or if and to the
extent requested by the managing underwrite or underwrites in the case of an
underwritten public offering.

         10.  REGISTRATION EXPENSES.  The out-of-pocket expenses of any
registration pursuant to Section 8 or Section 9 shall be borne by Hawaiian,
except each holder proposing to sell Registrable Securities pursuant to the
registration shall pay all underwriting discounts and commissions applicable
to his shares and all legal fees and expenses, if any, of his own counsel;
PROVIDED, HOWEVER, that if the out-of-pocket expenses of the registration
pursuant to Section 9 are being borne by a person other than Hawaiian, each
holder proposing to sell Registrable Securities pursuant to the registration
shall pay his pro rata share of the out-of-pocket expenses of such
registration.

         11.  STATE SECURITIES LAWS. In connection with the offering of any
Registrable Securities registered pursuant to this Warrant, Hawaiian shall take
such action as may be necessary to qualify or register the Registrable
securities to be sold under the securities or "blue sky" laws of such
jurisdictions as may be reasonably requested by such holder or his underwrites;
PROVIDED, HOWEVER' that Hawaiian will not be required to (a) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section, (b) subject itself to taxation in any such
jurisdiction or (c) consent to general service of process in any such
jurisdiction. The expenses of such qualification or registration shall be borne
by Hawaiian in the case of a registration pursuant to Section 8 and shall be
borne pro rata by the holders and any other party registering shares pursuant to
such registration statement in the case of a registration pursuant to Section 9.

         12.  INDEMNIFICATION AND CONTRIBUTION.

         (a)   Hawaiian agrees to indemnify and hold harmless each holder of
Registrable Securities, its officers, directors and agents and each person,
if any, who controls such holder within the meaning of Section 15 of the Act
or Section 20 of the Securities and Exchange Act of 1934 (the Exchange Acts)
from and against any and all lawsuits, claims, damages, liabilities and
expenses (including reasonable costs of investigation) arising out of or


                                    8

<PAGE>
                                                                Warrant No. 23

based upon any untrue or alleged untrue statements of a material fact
contained in any registration statement or prospectus relating to the
Registrable Securities or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or expenses arise out
of, or are based upon, any such untrue statement or omission or allegation
thereof made in reliance upon and in conformity with information furnished in
writing to Hawaiian by such holder or at the direction of such holder
expressly for use therein; PROVIDED that, with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, the indemnity agreement contained in this paragraph
shall not apply to the extent that any such loss, claim, damage, liability or
expense results from the fact that a current copy of the prospectus was not
sent or given to the person asserting any such loss, claim, damage, liability
or expense at or prior to the written confirmation of the sale of such
Registrable Securities to such person if it is determined that it was the
responsibility of such holder to provide such person with a current copy of
the prospectus and such current copy of the prospectus would have cured the
defect giving rise to such loss, claim, damage, liability or expense.
Hawaiian also agrees to indemnify and provide contribution arrangements to
the underwrites of the Registrable Securities, their officers and directors
and each person who controls such underwriters on substantially the same
basis as that of the indemnification of a holder provided in this Section
12(a).

         (b) Each holder agrees to indemnify and hold harmless Hawaiian, its
officers, directors and agents and each person, if any, who controls Hawaiian
within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from Hawaiian to
such holder, but only with respect to such information furnished in writing
by such holder or at such holder's direction expressly for use in any
registration statement or prospectus relating to the Registrable Securities,
or any amendment or supplement thereto, or any preliminary prospectus;
PROVIDED that, with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this paragraph shall not apply to the extent
that any such loss, claim, damage, liability or expense results from the fact
that a current copy of the prospectus was not sent or given to the person
asserting any such loss, claim, damage, liability or expense at or prior to
the written confirmation of the sale of such Registrable Securities to such
person if it is determined that it was the responsibility of Hawaiian to
provide such person with a current copy of the prospectus and such current
copy of the prospectus would have cured the defect giving rise to such loss,
claim, damage, liability or expense. Each holder also agrees to indemnify and
provide contribution arrangements to the underwrites of the Registrable
Securities, their officers and directors and each person who controls such
underwrites on substantially the same basis as that of the indemnification of
Hawaiian provided in this Section 12(b).

         (c)  Promptly after receipt by an indemnified party under Section
12(a) or Section 12(b) above of notice of the commencement of any action for
which indemnification may be sought, the indemnified party shall notify the
indemnifying party. The failure to notify the indemnifying party shall
relieve it from any liability hereunder with respect to the action, but only
to the extent the indemnifying party was actually harmed by such failure. In
case any such action is brought against any indemnified party, and it
notifies any indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to assume and control the defense of the action at
its expense, with counsel reasonably satisfactory to the indemnified

                                    9

<PAGE>
                                                                Warrant No. 23


party, and if the indemnifying party gives notice to such indemnified party
of its election to assume and control the defense, the indemnifying party
will not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
or investigation of the action. Notwithstanding the foregoing, the
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such indemnified party or such
controlling person unless (i) the indemnifying party has agreed to pay such
fees and expenses or (ii) the named parties to any such action or proceeding
include both the indemnifying party and the indemnified party and each of the
indemnifying party and the indemnified party shall have been advised by
counsel that counsel employed by the indemnifying party would, under
applicable professional standards, have a conflict in representing both the
indemnified party and the indemnifying party, it being understood, however,
that such indemnifying party shall not, in connection with any such action or
proceeding or separate, but substantially similar or related actions or
proceedings, in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses
of more than one separate firm of attorneys at any time for such indemnified
party and controlling persons thereof.

         13.  TAG-ALONG SALE RIGHTS.

         (a)  If a holder or holders of record of Common Stock of Hawaiian
(for purposes of this Section 13, the Proposed Transferors) at any time or
from time to time prior to September 11, 2001, in one transaction or in a
series of Dated transactions, agrees (whether orally or in writing) to
transfer to any person, group or entity a sufficient number of shares of
Common Equity so that such person, group or entity owns at least 50.1% of the
then-outstanding Common Equity (a "Tag-Along Sale") and Hawaiian becomes aware
of such Tag-Along Sale, then Hawaiian shall use its best efforts to cause the
Proposed Transferor to provide to the holder of this Warrant (for purposes of
this Section 13, the "Warrant Holder") the right, but not the obligation, to
include in such Tag-Along Sale up to the number of shares of Class A Common
Stock derived by multiplying the total number of shares of Class A Common
Stock owned by or issuable to the Warrant Holder by a fraction, the numerator
of which is equal to the number of shares of Common Stock then owned by or
issuable to the Proposed Transferor that are to be purchased by the proposed
purchaser (without giving effect to any reduction in such number of shares by
reason of the Warrant Holder's exercise the "tag-along" rights provided in
this Section 13 in connection with such transaction) and the denominator of
which is the total number of shares of Common Stock owned by or issuable to
the Proposed Transferor prior to such sale. Any such sale by such Warrant
Holder shall be on the same terms and conditions as the proposed Tag-Along
Sale by the Proposed Transferor.

         (b)  If the Proposed Transferor agrees to permit the Warrant Holder
to participate in a Tag-Along Sale, the Proposed Transferor shall agree that
the Tag-Along sale shall be subject to the terms set forth in Sections 13(c),
13(d) and 13(e).

         (c)  The Proposed Transferor shall promptly provide Hawaiian with
notice of the proposed Tag-Along Sale (which Hawaiian shall transmit to the
Warrant Holder within five calendar days of its receipt thereof, but in no
event less than five calendar days prior to the proposed closing date for
such sale (the "Closing Date") containing the following:

              (i)  the name and address of the proposed transferee of the
      shares of Common Stock in the Tag-Along Sale;


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                                                                Warrant No. 23


              (ii)  the number of shares of Common Stock proposed to be
     transferred by the Proposed Transferor in the event no persons to whom
     Tag-Along rights have been granted elects to participate;

             (iii)  the proposed amount and form of consideration to be paid
     for such shares of Common Stock and the terms and conditions of payment
     offered by the proposed transferee;

              (iv)  the aggregate number of shares of Common Stock held of
     record by such Proposed Transferor as of the date of the notice from the
     Proposed Transferor to Hawaiian (the "Notice Date");

               (v)  the aggregate number of shares of Common Stock held of
     record as of the Notice Date by all holders of Tag-Along rights as a
     group;

              (vi)  the maximum number of shares of Common Stock the Warrant
     Holder is entitled to include in the Tag-Along Sale (as computed in
     accordance with the equations set forth in Section 13(a));

             (vii)  the Closing Date; and

            (viii)  that the proposed transferee has been informed of the
     Tag-Along rights provided for in this Section 13.

         (d)  If the Warrant Holder desires to participate in such Tag-Along
Sale, such Warrant Holder shall provide written notice (the "Tag-Along
Notice") to the Proposed Transferor within 15 calendar days after the Notice
Date, but in no event less than one calendar day prior to the Closing Date,
setting forth the number of shares of Class A Common Stock such Warrant
Holder elects to include in the Tag-Along Sale. The Tag-Along Notice given by
the Warrant Holder shall constitute such Warrant Holder's binding agreement
to sell such shares of Class A Common Stock as are included therein on the
terms and conditions applicable to such sale (including the requirements of
this Section 13). In the event that the proposed transferee does not purchase
the shares of the Proposed Transferor, then the proposed sale by the Warrant
Holder to such proposed transferee pursuant to the Tag-Along Sale shall not
take place. If the Tag-Along Notice from the Warrant Holder is not received
by the Proposed Transferor within the time period specified above in this
Section 13(d), the Proposed Transferor shall have the right to transfer the
shares of Common Stock to the proposed transferee without any participation
by the Warrant Holder, but only on the terms and conditions stated in the
notice to such holder or on terms and conditions no more favorable to the
Proposed Transferor.

         (e) If the Warrant Holder chooses not to sell any or all shares of
Class A Common Stock which such Warrant Holder may be entitled to sell under
this Section 13, the Proposed Transferor may sell, in the same transaction,
additional shares of Common Stock equal to the difference between the number
of shares of Class A Common Stock which such Warrant Holder is entitled to
sell and the number of shares of Class A Common Stock such Warrant Holder
chooses to sell, if any.

         (f)  The provisions of this Section 13 shall not apply to:

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<PAGE>
                                                                Warrant No. 23


              (i)  any transaction in which shares of Class A Common Stock
      are proposed to be sold publicly pursuant to a registration statement
      filed under the Act; or

              (ii)  any shares of Common Stock proposed to be transferred by
     the Proposed Transferor which are purchased by the Company or an
     affiliate as defined in the Exchange Act of the Proposed Transferor.

         14.   NOTICES.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):


              If to Hawaiian:     3375 Koapaka Street
                                  Suite G-350
                                  Honolulu, Hawaii  96819

         If to the holder of this Warrant, the address last shown on the
warrant or stock register, as the case may be.

         15.  AMENDMENTS: LAW.  This Warrant shall not be amended or
terminated orally, but may be amended or terminated in writing at any time by
agreement between Hawaiian and the holder hereof. This Warrant shall be
construed and enforced in accordance with and governed by the laws of the
State of Hawaii.

         IN WITNESS WHEREOF, Hawaiian has caused this Warrant to be signed in
its corporate name on , 1996 by its President or one of its Vice Presidents
and its corporate seal to be affixed hereunto, duly attested by its Corporate
Secretary.

                                        HAWAIIAN AIRLINES, INC.


                                        By: ________________________________
                                             Name:
                                             Title:

ATTEST:


____________________________________
Name:
Title:

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