CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                            SERIES E PREFERRED STOCK
                                       OF
                             HAWAIIAN HOLDINGS, INC.


     HAWAIIAN HOLDINGS, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY THAT:

     A. Pursuant to authority conferred upon the Board of Directors (the
"Board") by Article III of the Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation") and pursuant to the provisions of ss.151 of
the Delaware General Corporation Law, the Board adopted and approved the
following resolution providing for the designations, preferences and relative,
participating, optional and other rights, and the qualifications, limitations
and restrictions of the Series E Preferred Stock.

     WHEREAS, the Certificate of Incorporation provides for two classes of
capital stock, known as common stock, $0.01 par value per share (the "Common
Stock"), and preferred stock, $0.01 par value per share (the "Preferred Stock");
and

     WHEREAS, the Board is authorized by the Certificate of Incorporation to
provide for the issuance of the shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in such series
and to fix the designations, preferences and rights of the shares of each such
series and the qualifications, limitations and restrictions thereof.

     NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable to, and
hereby does, designate a Series E Preferred Stock and fixes and determines the
preferences, rights, qualifications, limitations and restrictions relating to
the Series E Preferred Stock as follows:

1.     DESIGNATION. The shares of such series of Preferred Stock shall be
designated "Series E Preferred Stock" (referred to herein as the "Series E
Stock"). The date on which the first share of Series E Stock is issued shall
hereinafter be referred to as the "Original Issue Date".

2.     AUTHORIZED NUMBER. The number of shares constituting the Series E Stock
shall be 200.

3.     RANKING. The Series E Stock shall rank, as to dividends and upon
Liquidation (as defined in Section 5(a) hereof), senior and prior to the Common
Stock and junior to the Corporation's Special Preferred Stock, as defined in the
Certificate of Incorporation of the Corporation. All equity securities of the
Corporation to which the Series E Stock ranks prior, with respect to dividends
and upon Liquidation, including, without limitation, the Common Stock, are
collectively referred to herein as "Junior Securities." The Corporation shall
not create





any class of stock ranking on parity with, or senior to, the Series E Stock,
without the affirmative vote of the holders of a majority of the shares of
Series E Stock, voting separately as a class.

     4. DIVIDENDS.

        (a) In the event any dividends are declared or paid or any other
distribution is made on or with respect to the Common Stock, the holders of the
Series E Stock as of the record date established by the Board for such dividend
or distribution on the Common Stock shall be entitled to receive dividends
("Participating Dividends") with respect to each share of Series E Stock in an
amount (whether in the form of cash, securities or other property) equal to (x)
the aggregate amount of the dividend issued with respect to each share of Common
Stock multiplied by the Aggregate Number divided by (y) the number of shares of
Series E Stock issuable under the warrants to purchase shares of Series E Stock
being issued on the Closing Date (i.e., 200). Such Participating Dividends shall
be payable to the holders of the Series E Stock on the record date for such
dividend on the Common Stock, which date shall be the record date for the
Participating Dividends, and such dividends are to be payable on the same
payment date established by the Board for the payment of such dividend on the
Common Stock to the persons in whose name the Series E Stock is registered at
the close of business on the applicable record date.

        (b) No dividend shall be paid or declared on any share of Common Stock,
unless a dividend, payable in the same consideration and manner, is
simultaneously paid or declared, as the case may be, on each share of Series E
Stock in an amount determined as set forth above. For purposes hereof, the term
"dividends" shall include any pro rata distribution by the Corporation of cash,
property, securities (including, but not limited to, rights, warrants or
options) or other property or assets to the holders of the Common Stock, whether
or not paid out of capital, surplus or earnings.

        (c) Prior to declaring any dividend or making any distribution on or
with respect to shares of Common Stock, the Corporation shall take all prior
corporate action necessary to authorize the issuance of any securities payable
as a dividend in respect of the Series E Stock.

        (d) The terms "declared dividends" and "dividends declared" or any
reference to "declared but unpaid dividends," whenever used herein with
reference to shares of Series E Stock shall be deemed to include dividends
required by Section 2(a) hereof to be declared, whether or not the same have in
fact been declared at the time in question.

        (e) Each fractional share of Series E Stock outstanding shall be
entitled to a ratably proportionate amount of all Dividends accruing with
respect to each outstanding share of Series E Stock pursuant to Section 4(a)
hereof, and all such Dividends with respect to such outstanding fractional
shares shall be payable in the same manner and at such times as provided for in
Section 4(a) hereof with respect to Dividends on each outstanding share of
Series E Stock.

     5. LIQUIDATION.


                                       2



        (a) Liquidation Procedure. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the
holders of the shares of Series E Stock shall be entitled, before any
distribution or payment is made upon any Junior Securities, to be paid with
respect to each share of Series E Stock an amount equal to (i) the greater of
(x) the Liquidation Preference per share of Series E Stock plus (without
duplication) the amount of any declared but unpaid dividends thereon as of such
date or (y) the amount payable with respect to each share of Common Stock upon
such Liquidation, multiplied by the Aggregate Number divided by (y) the number
of shares of Series E Stock issuable under the warrants to purchase shares of
Series E Stock being issued on the Closing Date (i.e., 200). If upon
Liquidation, the assets to be distributed among the holders of Series E Stock
shall be insufficient to permit payment in full to the holders of Series E Stock
of the payment described above, then the entire assets of the Corporation shall
be distributed ratably among such holders in proportion to the full respective
payments to which they are entitled.

        (b) Remaining Assets. Upon Liquidation, after the holders of Series E
Stock shall have been paid in full the amount described above, the remaining
assets of the Corporation legally available for distribution shall be
distributed ratably among the holders of the Junior Securities then outstanding.

        (c) Mergers, Reorganizations, Etc. The holders of at least a majority of
the then outstanding shares of Series E Stock, may elect to deem the merger,
reorganization or consolidation of the Corporation into or with another
corporation or other similar transaction or series of related transactions in
which more than 50% of the voting power of the Corporation is disposed of in
exchange for property, rights or securities distributed to holders thereof by
the acquiring person, firm or other entity, or the sale of all or substantially
all the assets of the Corporation (the foregoing being referred to collectively
as an "Acquisition"), as a Liquidation for purposes of this Section 5.

     6. ADJUSTMENT OF AGGREGATE NUMBER.

        (a) Adjustments. The Aggregate Number, after taking into consideration
any prior adjustments pursuant to this Section 6, shall be subject to adjustment
from time to time as follows and, thereafter, as adjusted, shall be deemed to be
the Aggregate Number hereunder.

            (i) Stock Dividends; Subdivisions and Combinations. In case at any
time or from time to time the Corporation shall:

            (A) issue to the holders of its Common Stock a dividend payable in,
      or other distribution of, Common Stock (a "Stock Dividend"),

            (B) subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock, including without limitation by means of
      a stock split (a "Stock Subdivision"), or

            (C) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock, other than the Reverse Stock Split (a
      "Stock Combination"),


                                       3



      then the Aggregate Number in effect immediately prior thereto shall be (1)
proportionately increased in the case of a Stock Dividend or a Stock Subdivision
and (2) proportionately decreased in the case of a Stock Combination. In the
event the Corporation shall declare or pay, without consideration, any dividend
on the Common Stock payable in any right to acquire Common Stock for no
consideration, then the Corporation shall be deemed to have made a Stock
Dividend in an amount of shares equal to the maximum number of shares issuable
upon exercise of such rights to acquire Common Stock.

      A reclassification of the Common Stock into shares of Common Stock and
shares of any other class of stock shall be deemed a Distribution by the
Corporation to the holders of its Common Stock of such shares of such other
class of stock and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such event shall be deemed a Stock Subdivision or Stock
Combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 6(a)(i) hereof.

            (ii) Issuance of Common Stock. If at any time or from time to time
the Corporation shall (except as hereinafter provided in this Section 4(a)(iii))
issue or sell any additional shares of Common Stock for a consideration per
share less than the Fair Market Value, then, effective on the date specified
below, the Aggregate Number shall be adjusted by multiplying (A) the Aggregate
Number immediately prior thereto by (B) a fraction, the numerator of which shall
be the sum of the number of shares of Common Stock outstanding immediately prior
to the issuance of such additional shares of Common Stock (calculated on a Fully
Diluted basis) and the number of such additional shares of Common Stock so
issued and the denominator of which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to the issuance of such additional
shares of Common Stock (calculated on a Fully Diluted basis) and the number of
shares of Common Stock which the aggregate consideration for the total number of
such additional shares of Common Stock so issued would purchase at the Fair
Market Value. The date as of which the Fair Market Value shall be computed shall
be the earlier of the date on which the Corporation shall enter into a firm
contract or commitment for the issuance of such additional shares of Common
Stock or the date of actual issuance of such additional shares of Common Stock..

      The provisions of this Section 6(a)(ii) shall not apply to any issuance of
additional shares of Common Stock for which an adjustment is otherwise provided
under Section 6(a)(i) hereof. No adjustment of the Aggregate Number shall be
made under this Section 6(a)(ii) upon:

            (A) the issuance of any additional shares of Common Stock which are
      issued pursuant to (x) the exercise of other subscription or purchase
      rights or (y) the exercise of any conversion or exchange rights in any
      Convertible Securities, provided that for purposes of clauses (x) or (y)
      an adjustment shall previously have been made upon the issuance of such
      other rights or upon the issuance of such Convertible Securities pursuant
      to Section 6(a)(iii) or (iv) hereof or no such adjustment shall have been
      required upon the issuance of such other rights or Convertible Securities;


                                       4



            (B) the issuance of Common Stock in any merger or other acquisition
      of a business or Person approved by the Board of Directors of the
      Corporation;

            (C) the issuance of Common Stock in a Qualified Public Offering;

            (D) the issuance of Common Stock upon the exercise of rights issued
      in connection with the contemplated rights offering by the Corporation for
      the purpose of the redemption of the Series A Subordinated Convertible
      Notes and Series B Subordinated Convertible Notes issued by the
      Corporation (collectively, the "Subordinated Convertible Notes"), prior to
      the first anniversary of the issuance of the Subordinated Convertible
      Notes;

            (E) the issuance of up to 1,500,000 shares of Common Stock issuable
      to unions of Hawaiian Airlines, Inc., in transactions approved by the
      Board of Directors of the Corporation;

            (F) the issuance of shares of Common Stock upon the exercise of
      stock options or other awards made or denominated in shares of Common
      Stock under the Corporation's 2005 Stock Incentive Plan or any of the
      Corporation's other stock plans including any stock option, stock
      purchase, restricted stock or similar plan hereafter adopted by the Board
      of Directors of the Corporation and, if required by applicable law or
      stock exchange requirement, approved by the stockholders of the
      Corporation;

            (G) the issuance of Common Stock on exercise or conversion of
      Convertible Securities outstanding on the Closing Date; or

            (H) the issuance of Common Stock pursuant to Convertible Securities
      to financial institutions or similar entities in transactions approved by
      the Board of Directors of the Corporation, the principal purpose of which
      is not raising capital through the sale of equity securities.

            (iii) Warrants and Options. If at any time or from time to time the
Corporation shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly, by assumption in a merger in which the Corporation is the
surviving corporation and in which the shareholders of the Corporation
immediately prior to the merger continue to own more than 50% of the Outstanding
Common Stock immediately after the merger and for a period of 180 days
thereafter, or otherwise) issue or sell any warrants, options or other rights to
subscribe for or purchase (A) any shares of Common Stock or (B) any Convertible
Securities, whether or not the rights to subscribe, purchase, exchange or
convert thereunder are immediately exercisable, and the consideration per share
for which additional shares of Common Stock may at any time thereafter be
issuable pursuant to such warrants, options or other rights or pursuant to the
terms


                                        5



of such Convertible Securities shall be less than the Fair Market Value, then
the Aggregate Number shall be adjusted as provided in Section 6(a)(ii) hereof on
the basis that (1) the maximum number of additional shares of Common Stock
issuable pursuant to all such warrants, options or other rights or necessary to
effect the conversion or exchange of all such Convertible Securities shall be
deemed to have been issued as of the date of the determination of the Fair
Market Value as hereinafter provided and (2) the aggregate consideration for
such maximum number of additional shares of Common Stock shall be deemed to be
the minimum consideration received and receivable by the Corporation for the
issuance of such additional shares of Common Stock pursuant to the terms of such
warrants, options or other rights or such Convertible Securities. For purposes
of this Section 6(a)(iii), the effective date of such adjustment and the date as
of which the Fair Market Value shall be computed shall be the earliest of (A)
the date on which the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any such warrants,
options or other rights, (B) the date on which the Corporation shall enter into
a firm contract or commitment for the issuance of such warrants, options or
other rights and (C) the date of actual issuance of such warrants, options or
other rights.

      No adjustment of the Aggregate Number shall be made under this Section
6(a)(iii) upon:

            (A) the issuance of any warrants, options or other rights which are
      issued pursuant to the exercise of any warrants, options or other rights
      if an adjustment shall have been made or is contemporaneously made or if
      no such adjustment shall have been required upon the issuance of such
      warrants, options or other rights, pursuant to this Section 6(a)(iii);

            (B) the issuance of warrants, options or other rights to subscribe
      for or purchase Convertible Securities in any merger or other acquisition
      of a business or Person approved by the Board of Directors of the
      Corporation;

            (C) the issuance of warrants, options or other rights to subscribe
      for or purchase shares of Common Stock or other awards made or denominated
      in shares of Common Stock under the Corporation's 2005 Stock Incentive
      Plan or any of the Company's other stock plans including any stock option,
      stock purchase, restricted stock or similar plan hereafter adopted by the
      Board of Directors of the Corporation and, if required by applicable law
      or stock exchange requirement, approved by the stockholders of the
      Corporation;

            (D) the issuance of rights to purchase Common Stock issued in
      connection with the contemplated rights offering by the Corporation for
      the purpose of the redemption of the Subordinated Convertible Notes, prior
      to the first anniversary of the issuance of the Subordinated Convertible
      Notes; or

            (E) the issuance of options, warrants or other rights to subscribe
      for or purchase Convertible Securities to financial institutions or


                                        6



      similar entities in transactions approved by the Board of Directors of the
      Corporation, the principal purpose of which is not raising capital through
      the sale of equity securities.

            (iv) Convertible Securities. If at any time or from time to time the
Corporation shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of or shall in any manner
(whether directly, by assumption in a merger in which the Corporation is the
surviving corporation and in which the shareholders of the Corporation
immediately prior to the merger continue to own more than 50% of the Outstanding
Common Stock immediately after the merger and for a period of 180 days
thereafter, or otherwise) issue or sell Convertible Securities, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and
the consideration per share for the additional shares of Common Stock which may
at any time thereafter be issuable pursuant to the terms of such Convertible
Securities shall be less than the Fair Market Value, then the Aggregate Number
shall be adjusted as provided in Section 6(a)(ii) hereof on the basis that (A)
the maximum number of additional shares of Common Stock necessary to effect the
conversion or exchange of all such Convertible Securities shall be deemed to
have been issued as of the date of the determination of the Fair Market Value as
herein provided and (B) the aggregate consideration for such maximum number of
additional shares of Common Stock shall be deemed to be the minimum
consideration received and receivable by the Corporation for the issuance of
such additional shares of Common Stock pursuant to the terms of such Convertible
Securities. For purposes of this Section 6(a)(iv), the effective date of such
adjustment and the date as of which the Fair Market Value shall be computed
shall be the earliest of (1) the date on which the Corporation shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any such Convertible Securities, (2) the date on which the Corporation
shall enter into a firm contract or commitment for the issuance of such
Convertible Securities and (3) the date of actual issuance of such Convertible
Securities.

      No adjustment of the Aggregate Number shall be made under this Section
6(a)(iv) upon:

            (A) the issuance of any Convertible Securities which are issued
      pursuant to the exercise of any warrants, options or other subscription or
      purchase rights if an adjustment shall previously have been made or is
      contemporaneously made or if no such adjustment shall have been required
      upon the issuance of such warrants, options or other rights pursuant to
      Section 4(a)(iv) hereof;

            (B) the issuance of Convertible Securities in any merger or other
      acquisition of a business or Person approved by the Board of Directors of
      the Corporation;

            (C) the issuance of Convertible Securities upon the exercise,
      conversion or the extension of the term of Convertible Securities
      outstanding on the Closing Date or the cancellation and reissuance with
      identical terms and conditions except for a longer term of any such
      Convertible Securities outstanding on the Closing Date; or


                                        7



            (D) the issuance of Convertible Securities to financial institutions
      or similar entities in transactions approved by the Board of Directors of
      the Corporation, the principal purpose of which is not raising capital
      through the sale of equity securities.

            (v) Subsequent Adjustments. If at any time after any adjustment of
the Aggregate Number shall have been made pursuant to Section 6(a)(iii) or (iv)
hereof on the basis of the issuance of warrants, options or other rights or the
issuance of Convertible Securities, or after any new adjustments of the
Aggregate Number shall have been made pursuant to this Section 6(a)(vi), then:

            (A) such warrants, options or rights or the right of conversion or
      exchange in such Convertible Securities shall expire, and a portion of
      such warrants, options or rights, or the right of conversion or exchange
      in respect of a portion of such Convertible Securities, as the case may
      be, shall not have been exercised prior to such expiration, then

            (B) such previous adjustment shall be rescinded and annulled and the
      additional shares of Common Stock which were deemed to have been issued by
      virtue of the computation made in connection with such adjustment shall no
      longer be deemed to have been issued by virtue of such computation;

            (C) simultaneously therewith, a recomputation shall be made of the
      effect of such warrants, options or rights or Convertible Securities on
      the determination of the Aggregate Number, which shall be made on the
      basis of treating the number of additional shares of Common Stock, if any,
      theretofore actually issued pursuant to the previous exercise of such
      warrants, options or rights or such right of conversion or exchange as
      having been issued on the date or dates of such exercise and, in the case
      of a recomputation of a calculation originally made pursuant to Section
      6(a)(iii) or (iv), for the consideration actually received and receivable
      therefor, and

            and, if and to the extent called for by the foregoing provisions of
Section 6(a)(v) on the basis aforesaid, a new adjustment of the Aggregate Number
shall be made, such new adjustment shall supersede the previous adjustment so
rescinded and annulled.

               (vi) Miscellaneous. The following provisions shall be applicable
to the making of adjustments of the Aggregate Number provided above in this
Section 6(a):

            (A) The sale or other disposition of any issued shares of Common
      Stock owned or held by or for the account of the Corporation or any of its
      Subsidiaries shall be deemed an issuance thereof for the purposes of this
      Section 6(a).


                                        8



      (B) To the extent that any additional shares of Common Stock or any
Convertible Securities or any warrants, options or other rights to subscribe for
or purchase any Convertible Securities (1) are issued solely for cash
consideration, the consideration received by the Corporation therefor shall be
deemed to be the amount of the cash received by the Corporation therefor or (2)
are offered by the Corporation for subscription, the consideration received by
the Corporation shall be deemed to be the subscription price, in any such case
excluding any amounts paid or receivable for accrued interest or accrued or
accumulated dividends. To the extent that such issuance shall be for a
consideration other than cash, or partially for cash and partially for other
consideration, then the amount of such consideration shall be deemed to be the
fair market value of such other consideration plus, if applicable, the amount of
such cash at the time of such issuance, determined in the manner set forth in
Section 4(d)(ii). In case any additional shares of Common Stock or any
Convertible Securities or any warrants, options or other rights to subscribe for
or purchase any Convertible Securities shall be issued in connection with any
merger in which the Corporation is the survivor and issues any securities, the
amount of consideration therefor shall be deemed to be the fair market value of
such additional shares of Common Stock, Convertible Securities, warrants,
options or other rights, as the case may be, determined in the manner set forth
in Section 4(d)(ii).

         The consideration for any shares of Common Stock issuable pursuant to
the terms of any Convertible Securities shall be equal to (x) the consideration
received by the Corporation for issuing any warrants, options or other rights to
subscribe for or purchase such Convertible Securities, plus (y) the
consideration paid or payable to the Corporation in respect of the subscription
for or purchase of such Convertible Securities, plus (z) the consideration, if
any, payable to the Corporation upon the exercise of the right of conversion or
exchange of such Convertible Securities.

         In case of the issuance at any time of any additional shares of Common
Stock or Convertible Securities in payment or satisfaction of any dividends upon
any class of stock other than Common Stock, the Corporation shall be deemed to
have received for such additional shares of Common Stock or Convertible
Securities a consideration equal to the amount of such dividend so paid or
satisfied.

            (C) The adjustments required by the preceding paragraphs of this
      Section 6(a) shall be made whenever and as often as any specified event
      requiring an adjustment shall occur, except that no adjustment of the
      Aggregate Number that would otherwise be required shall be made (except in
      the case of a Stock Subdivision or Stock Combination, as provided for in
      Section 6(a)(i) hereof) unless and until such adjustment either by itself
      or with other adjustments not previously made adds or subtracts at least
      one percent (1%) to or from the Aggregate Number immediately prior to the
      making of such adjustment. Any adjustment representing a change of less
      than such minimum amount (except as


                                       9



      aforesaid) shall be carried forward and made as soon as such adjustment,
      together with other adjustments required by this Section 6(a) and not
      previously made, would result in a minimum adjustment. For the purpose of
      any adjustment, any specified event shall be deemed to have occurred at
      the close of business on the date of its occurrence.

            (D) In computing adjustments under this Section 6(a), fractional
      interests in Common Stock shall be taken into account to the nearest
      one-thousandth of a share.

            (E) If the Corporation shall take a record of the holders of its
      Common Stock for the purpose of entitling them to receive a dividend or
      distribution or subscription or purchase rights and shall, thereafter and
      before the distribution to shareholders thereof, legally abandon its plan
      to pay or deliver such dividend, distribution, subscription or purchase
      rights, then no adjustment shall be required by reason of the taking of
      such record and any such adjustment previously made in respect thereof
      shall be rescinded and annulled.

            (b) Other Action Affecting Common Stock. In case at any time or from
time to time the Corporation shall take any action of the type contemplated in
Section 6(a) hereof but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features) other than cash
bonuses, then, unless in the opinion of the Corporation's board of directors
such action will not have a material adverse effect upon the rights of the
holders of the Series E Stock (taking into consideration, if necessary, any
prior actions which the Board of Directors deemed not to materially adversely
affect the rights of the holders of the Series E Stock), the Aggregate Number
shall be adjusted in such manner and at such time as the Board of Directors of
the Corporation may in good faith determine to be equitable in the
circumstances.

            (c) Adjustment Notice. Whenever the Aggregate Number is to be
adjusted pursuant to this Section 6, the Corporation shall promptly (and in any
event within twenty (20) Business Days after the event requiring the adjustment)
prepare a certificate signed by the Chief Financial Officer of the Corporation,
setting forth, in reasonable detail, the event requiring the adjustment and the
method by which such adjustment is to be calculated. The Corporation shall keep
at its principal office copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by the
holders of the Series E Stock.

      7. VOTING RIGHTS.

            (a) Except as required by law, the Series E Stock shall have no
voting rights except the right to vote on the approval of certain matters set
forth in Section 7(b).

            (b) So long as any shares of Series E Stock remain outstanding, the
Corporation shall not, without the written consent or affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series E Stock, (i)
amend, alter or repeal, whether by


                                       10



merger, consolidation, combination, reclassification or otherwise, the
Certificate of Incorporation or By-laws of the Corporation or any provisions
thereof (including the adoption of a new provision thereof), (ii) create,
authorize or issue any class, series or shares of Preferred Stock or any other
class of capital stock ranking either as to payment of dividends or distribution
of assets upon Liquidation prior to or on a parity with the Series E Stock. The
vote of the holders of at least two-thirds of the outstanding shares of Series E
Stock, voting separately as one class, shall be necessary to adopt any
alteration, amendment or repeal of any provision of the Certificate of
Designations setting forth a copy of this Resolution, in addition to any other
vote of stockholders required by law.

            8. NOTICES OF RECORD DATE. Upon (i) any taking by the Corporation of
a record of the holders of any class of securities (including the Series E
Stock) for the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution , or (ii) any Acquisition (as defined
in Section 5(c)), or other capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation with or into, any other
corporation, or any Liquidation, or any other action of the type or types
requiring an adjustment to the Conversion Price or the number or character of
the Series E Stock as set forth herein, the Corporation shall mail to each
holder of Series E Stock at least twenty (20) days prior to the record date
specified therein a notice specifying (A) the date on which any such record is
to be taken for the purpose of such dividend or distribution and a description
of such dividend or distribution, (B) the date on which any such Acquisition,
reorganization, reclassification, transfer, consolidation, merger, Liquidation,
or other action is expected to become effective, and (C) the date, if any, that
is to be fixed as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such Acquisition,
reorganization, reclassification, transfer, Liquidation, or other action. Such
notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Aggregate Number and the
number, kind, or class of shares or other securities or property which shall be
deliverable upon the occurrence of such action or deliverable upon the
conversion of Series E Stock.

            9. HEADINGS OF SUBDIVISIONS. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

            10. NO REISSUANCE OF SERIES E STOCK. No share or shares of Series E
Stock acquired by the Corporation by reason of redemption, purchase, conversion
or otherwise shall be reissued, and all such shares of Series E Stock shall be
canceled, retired and eliminated from the shares of Series E Stock which the
Corporation shall be authorized to issue. Any such shares of Series E Stock
acquired by the Corporation shall have the status of authorized and unissued
shares of Preferred Stock issuable in undesignated Series and may be
redesignated and reissued in any series other than as Series E Stock.

            11. DEFINITIONS.


                                       11



      "Aggregate Number" means, upon the effectiveness of this Certificate of
Designations, 6,856,000 as such Aggregate Number is adjusted pursuant to Section
6 hereof; which adjustment shall occur whether the dilutive event occurs prior
to or subsequent to the date of the issuance of any shares of Series E Stock.

      "Business Day" means a day other than a Saturday, Sunday or day on which
banking institutions in New York are authorized or required to remain closed.

      "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

      "Closing Date" means June 1, 2005.

      "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation or any other Capital Stock of the Corporation into which such stock
is reclassified or reconstituted.

      "Convertible Securities" means evidences of indebtedness, shares of stock
or other securities (including, without limitation, options and warrants) which
are directly or indirectly convertible, exercisable or exchangeable, with or
without payment of additional consideration in cash or property, for shares of
Common Stock, either immediately or upon the onset of a specified date or the
happening of a specified event.

      "Distribution" shall have the meaning set forth in Section 4(a)(i).

      "Fair Market Value" means, with respect to a share of Common Stock on any
date: (i) the fair market value of the outstanding Common Stock over then ten
(10) trading days prior to the date of calculation based upon (a) if the Common
Stock is listed on a national securities exchange, the closing price per share
of Common Stock on each such day published in The Wall Street Journal (National
Edition) or, if no such closing price on each such day is published in The Wall
Street Journal (National Edition), the average of the closing bid and asked
prices on each such day, as officially reported on the principal national
securities exchange on which the Common Stock is then listed or admitted to
trading; (b) if the Common Stock is not then listed or admitted to trading on
any national securities exchange, but is designated as a national market system
security, the last trading price of the Common Stock on each such day; and (c)
if there shall have been no trading on any such day or if the Common Stock is
not so designated, the average of the reported closing bid and asked price of
the Common Stock, on each such day as shown by NASDAQ and reported by any member
firm of the NYSE selected by the Corporation; or (ii) if none of (i)(a), (b) or
(c) is applicable, a market price per share determined in good faith by the
Board of Directors of the Corporation, which shall be deemed to be "Fair Market
Value".

      "Fully Diluted" shall mean, with respect to the Common Stock as of a
particular time, the total number of outstanding shares of Common Stock as of
such time as determined by treating all outstanding and "in-the-money" and then
exercisable Convertible Securities, as having been converted, exercised or
exchanged and the shares issuable thereunder as having been issued.


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      "Liquidation Preference" means $43,193 per share of Series E Stock.

      "Participating Dividends" shall have the meaning set forth in Section
2(a).

      "Person" means and includes all natural persons, corporations, business
trusts, associations, companies, partnerships, limited liability companies and
other entities and governments and agencies and political subdivisions.

      "Preferred Stock" shall have the meaning set forth in the recitals hereto.

      "Qualified Public Offering" means the consummation of a firm commitment
public offering of the Common Stock of the Corporation by a nationally
recognized investment banking firm pursuant to an effective registration
statement under the Securities Act covering the offer and sale of such
securities for cash for the account of the Corporation.

      "Stock Combination" shall have the meaning set forth in Section 4(a)(i).

      "Stock Dividend" shall have the meaning set forth in Section 4(a)(i).

      "Stock Subdivision" shall have the meaning set forth in Section 4(a)(i).




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      IN WITNESS WHEREOF, the undersigned has executed this Certificate this
2nd day of June, 2005.

                HAWAIIAN HOLDINGS, INC.



                By: /s/ Randall L. Jenson_____________
                      Name:     Randall L. Jenson_________
                      Title:    Chief Financial Officer, Treasurer & Secretary



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