-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cfenIbxQ9duHQdaBrKUY7bjRZlEeB0P0/nRJcdUnjInPEAzfnI8+N9TI8At15gu1 9FBKlh5opFYzXBjwjYgtGA== 0000898430-94-000238.txt : 19940404 0000898430-94-000238.hdr.sgml : 19940404 ACCESSION NUMBER: 0000898430-94-000238 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19940331 19940419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52911 FILM NUMBER: 94519472 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1994 REGISTRATION NO. 33- _______________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________ HAWAIIAN ELECTRIC INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) HAWAII 99-0208097 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 900 RICHARDS STREET HONOLULU, HAWAII 96813 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) __________________ HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN (FULL TITLE OF PLAN) __________________ ROBERT F. MOUGEOT 900 RICHARDS STREET HONOLULU, HAWAII 96813 (NAME AND ADDRESS OF AGENT FOR SERVICE) (808) 543-7750 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: DAVID J. REBER, ESQ. GOODSILL ANDERSON QUINN & STIFEL P.O. BOX 3196 HONOLULU, HAWAII 96801 __________________ CALCULATION OF REGISTRATION FEE
========================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE(1) - --------------------------------------------------------------------------------------------------------- Common Stock 350,000 Shares $33 3/8 $11,681,250 $4029 (without par value)(2) - ---------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) based upon the average of the high and low prices reported in the consolidated reporting system for the New York Stock Exchange on March 25, 1994. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Hawaiian Electric Industries Retirement Savings Plan. As permitted pursuant to Rule 429 under the Securities Act of 1933, the Prospectus covering the securities that are registered hereby is a combined prospectus which relates to the shares registered pursuant to this Registration Statement and pursuant to Registration Statement No. 33-43892. _______________________________________________________________________________ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* _________ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. I-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Hawaiian Electric Industries, Inc. ("HEI" or the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1993; (2) The Plan's Annual Report on Form 11-K, which contains audited financial statements for the Plan for the Plan's year ended December 31, 1993; (3) The Company's Proxy Statement dated March 10, 1994 filed pursuant to Section 14 of the Exchange Act in connection with the Company's 1994 Annual Meeting of Stockholders; (4) The description of the Common Stock of the Company contained in the Registration for such Common Stock filed under Section 12 of the Exchange Act, and in past and future amendments thereto and in those portions of periodic reports filed under the Exchange Act for the purpose of updating such description, as such description has most recently been updated in the Company's Current Report on Form 8-K dated March 30, 1994; and (5) All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all securities then remaining unsold. Any statement contained in this Registration Statement or in any document incorporated herein by reference (each referred to as an "Incorporated Document") shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement in this Registration Statement or any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Richard T. Ishida, a partner of the law firm of Goodsill Anderson Quinn & Stifel, counsel for the Company, is a director of Hawaii Electric Light Company, Inc., an indirect subsidiary of the Company. Goodsill Anderson Quinn & Stifel has rendered an opinion (filed as an Exhibit to this Registration Statement) as to the legality of the securities being registered. ITEM 6 . INDEMNIFICATION OF DIRECTORS AND OFFICERS. Restated Articles of Incorporation of HEI provide that HEI will indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding to which such person is a party or is threatened to be made a party by reason of being or having been a director, officer, employee or agent of HEI, provided that such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of HEI, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to an action brought by or in the right of HEI in which such person is adjudged to be liable for negligence or misconduct in performance of that person's duty to HEI, indemnification may be made only to the extent deemed fair and reasonable in view of all the circumstances of the case by the court in which the action was brought or any other having jurisdiction. The indemnification provisions in the Restated Articles of II-1 Incorporation were authorized at the time of their adoption by the applicable provisions of the Hawaii Revised Statutes, and substantially similar authorizing provisions are currently set forth in Section 415-5 of the Hawaii Revised Statutes. At HEI's annual meeting of stockholders held on April 18, 1989, the stockholders adopted a proposal authorizing HEI to enter into written indemnity agreements with its officers and directors. Pursuant to such authority, HEI has entered into agreements of indemnity with certain of its officers and directors. The agreements provide for mandatory indemnification of officers and directors to the fullest extent authorized or permitted by law, which could among other things protect officers and directors from certain liabilities under the Securities Act of 1933. Indemnification under the agreements may be provided without a prior determination that an officer or director acted in good faith or in the best interests of the Company, and without prior court approval of indemnification of an officer or director adjudicated liable in a shareholder's derivative action. The agreements provide for indemnification against expenses (including attorneys' fees), judgments, fines and settlement amounts in connection with any action by or in the right of the Company. Under a directors' and officers' liability insurance policy, directors and officers are insured against certain liabilities, including certain liabilities under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits designated by an asterisk (*) are filed herein. The exhibits not so designated are incorporated by reference to the indicated filing. 4(a) Restated Articles of Incorporation of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 4(b) to Registration Statement on Form S-3 (Regis. No. 33-7895)) 4(b) Articles of Amendment of Hawaiian Electric Industries, Inc. filed June 30, 1990 (previously filed as Exhibit 4(b) to Registration Statement on Form S-3, Regis. No. 33-40813) 4(c) By-Laws of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 4(c) to Registration Statement on Form S-8, Regis. No. 33-21761) 4(d) Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(d) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(e) Amendment No. 1 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(e) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(f) Amendment 1990-1 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(f) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(g) Amendment 1990-2 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(g) to Registration Statement on Form S-8, Regis. No. 33-43892) II-2 4(h) Amendment 1990-3 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(h) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(i) Amendment 1992-1 effective as of January 1, 1992 to Hawaiian Electric Industries Retirement Savings Plan *4(j) Amendment 1993-1 effective as of April 1, 1993 to Hawaiian Electric Industries Retirement Savings Plan *4(k) Amendment 1993-2 effective as of January 1, 1993 to Hawaiian Electric Industries Retirement Savings Plan 4(l) Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company (previously filed as Exhibit 4(i) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(m) Amendment dated as of January 1, 1990 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company (previously filed as Exhibit 4(j) to Registration Statement on Form S-8, Regis. No.33-43892) *4(n) Second Amendment to Trust Agreement dated as of January 1, 1994 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company *4(o) Third Amendment to Trust Agreement dated as of March 15, 1994 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company 4(p) Trust Agreement effective as of January 1, 1990 among Hawaiian Electric Industries, Inc. and Constance H. Lau and Peter C. Lewis, as trustees (previously filed as Exhibit 4(k) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(q) Amendment effective as of January 1, 1994 to Trust Agreement effective as of January 1, 1990 among Hawaiian Electric Industries, Inc. and Constance H. Lau and Peter C. Lewis, as trustees 4(r) Trust agreement effective as of January 1, 1990 between Hawaiian Electric Industries, Inc. and Hawaiian Trust Company, Limited (previously filed as Exhibit 4(l) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(s) Amendment 1992-2 effective as of May 11, 1992 to Hawaiian Electric Industries Retirement Savings Plan *5 Opinion of Goodsill Anderson Quinn & Stifel (including consent) *23(a) Consent of KPMG Peat Marwick *23(b) Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5) *24 Power of Attorney The registrant hereby undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-3 (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in this Registration Statement; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described under Item 6, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Honolulu, State of Hawaii, on the 31st day of March, 1994. HAWAIIAN ELECTRIC INDUSTRIES, INC. By /s/ Robert F. Mougeot --------------------------- Robert F. Mougeot Financial Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- ROBERT F. CLARKE* President and Director March 31, 1994 - ------------------------- (Chief Executive Officer) Robert F. Clarke ROBERT F. MOUGEOT* Financial Vice President March 31, 1994 - ------------------------- and Chief Financial Robert F. Mougeot Officer (Principal Financial Officer) CURTIS Y. HARADA* Controller (Principal March 31, 1994 - ------------------------- Accounting Officer) Curtis Y. Harada EDWIN L. CARTER* Director March 31, 1994 - ------------------------- Edwin L. Carter JOHN D. FIELD* Director March 31, 1994 - ------------------------- John D. Field RICHARD HENDERSON* Director March 31, 1994 - ------------------------- Richard Henderson BEN F. KAITO* Director March 31, 1994 - ------------------------- Ben F. Kaito
II-5
SIGNATURES TITLE DATE ---------- ----- ---- VICTOR HAO LI* Director March 31, 1994 - ------------------------------ Victor Hao Li BILL D. MILLS* Director March 31, 1994 - ------------------------------ Bill D. Mills A. MAURICE MYERS* Director March 31, 1994 - ------------------------------ A. Maurice Myers RUTH M. ONO* Director March 31, 1994 - ------------------------------ Ruth M. Ono Director - ------------------------------ Diane J. Plotts Director - ------------------------------ Oswald K. Stender KELVIN H. TAKETA* Director March 31, 1994 - ------------------------------ Kelvin H. Taketa THURSTON TWIGG-SMITH* Director March 31, 1994 - ------------------------------ Thurston Twigg-Smith JEFFREY N. WATANABE* Director March 31, 1994 - ------------------------------ Jeffrey N. Watanabe HARWOOD D. WILLIAMSON* Director March 31, 1994 - ------------------------------ Harwood D. Wiliamson
*By /s/ Robert F. Mougeot --------------------------- Robert F. Mougeot For himself and as Attorney-In-Fact for the above mentioned officers and directors II-6 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City and County of Honolulu, State of Hawaii, on the 31st day of March, 1994. Hawaiian Electric Industries Retirement Savings Plan By HEI Pension Investment Committee Its Named Fiduciary By /s/ Robert F. Mougeot ------------------------- Robert F. Mougeot Its Chairman By /s/ Constance H. Lau ------------------------- Constance H. Lau Its Asset Manager and Secretary II-7 EXHIBIT INDEX The exhibits designated by an asterisk (*) are filed herein. The exhibits not so designated are incorporated by reference to the indicated filing.
Sequentially Exhibit Numbered Number Description Page - ------ ----------- ------------ 4(a) Restated Articles of Incorporation of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 4(b) to Registration Statement on Form S-3, Regis. No. 33-7895) 4(b) Articles of Amendment of Hawaiian Electric Industries, Inc. filed June 30, 1990 (previously filed as Exhibit 4(b) to Registration Statement on Form S-3, Regis. No. 33-40813) 4(c) By-Laws of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 4(c) to Registration Statement on Form S-8, Regis. No. 33-21761) 4(d) Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(d) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(e) Amendment No. 1 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(e) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(f) Amendment 1990-1 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(f) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(g) Amendment 1990-2 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(g) to Registration Statement on Form S-8, Regis. No. 33-43892) 4(h) Amendment 1990-3 effective as of January 1, 1990 to Hawaiian Electric Industries Retirement Savings Plan (previously filed as Exhibit 4(h) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(i) Amendment 1992-1 effective as of January 1, 1992 to Hawaiian Electric Industries Retirement Savings Plan *4(j) Amendment 1993-1 effective as of April 1, 1993 to Hawaiian Electric Industries Retirement Savings Plan *4(k) Amendment 1993-2 effective as of January 1, 1993 to Hawaiian Electric Industries Retirement Savings Plan 4(l) Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company (previously filed as Exhibit 4(i) to Registration Statement on Form S-8, Regis. No. 33-43892)
1 4(m) Amendment dated as of January 1, 1990 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company (previously filed as Exhibit 4(j) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(n) Second Amendment to Trust Agreement dated as of January 1, 1994 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company *4(o) Third Amendment to Trust Agreement dated as of March 15, 1994 to Trust Agreement dated as of November 28, 1988 between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company 4(p) Trust Agreement effective as of January 1, 1990 among Hawaiian Electric Industries, Inc. and Constance H. Lau and Peter C. Lewis, as trustees (previously filed as Exhibit 4(k) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(q) Amendment effective as of January 1, 1994 to Trust Agreement effective as of January 1, 1990 among Hawaiian Electric Industries, Inc. and Constance H. Lau and Peter C. Lewis, as trustees 4(r) Trust agreement effective as of January 1, 1990 between Hawaiian Electric Industries, Inc. and Hawaiian Trust Company, Limited (previously filed as Exhibit 4(l) to Registration Statement on Form S-8, Regis. No. 33-43892) *4(s) Amendment 1992-2 effective as of May 11, 1992 to Hawaiian Electric Industries Retirement Savings Plan *5 Opinion of Goodsill Anderson Quinn & Stifel (including consent) *23(a) Consent of KPMG Peat Marwick *23(b) Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5) *24 Power of Attorney
2 EX-4.I 2 AMENDMENT 1992-1 TO RSP AMENDMENT 1992-1 TO THE HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN In accordance with Section 10.1 of the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"), the Plan is hereby amended in the following respects: 1. Section 3.1(c)(2) is amended to read as follows: A salary reduction agreement may be completed and submitted to the Plan Administrator prior to the date the Participant first completes an Hour of Service or at any time thereafter. Participation shall commence as soon as practicable after such submission. 2. Section 3.2 is amended to add a new subsection (c), to read as follows: (c) Notwithstanding subsections (a) and (b) hereof, effective July 1, 1992, no contributions to Participant Voluntary Contributions Accounts will be permitted. 3. Section 4.5(b) is amended to read as follows: If necessary to limit the annual addition to a Participant's Accounts for a limitation year, Participant Voluntary Contributions shall be repaid first, and then Salary Reduction Contributions shall be distributed to the Participant on whose behalf such contributions were made to the extent necessary to reduce the annual addition to the prescribed amount. Any interest on such repaid amounts shall be carried over and treated as part of the Participant's annual addition for the succeeding limitation year(s). Except as otherwise noted, the amendments set forth herein shall be effective as of January 1, 1992. TO RECORD the adoption of these amendments to the Plan, the Hawaiian Electric Industries, Inc. Pension Investment Committee has caused this document to be executed this 16th day of June, 1992. HAWAIIAN ELECTRIC INDUSTRIES, INC. PENSION INVESTMENT COMMITTEE By /s/ Constance H. Lau --------------------------- Asset Manager and Secretary By /s/ Peter C. Lewis ---------------------------- Plan Administrator EXHIBIT 4(i) EX-4.J 3 AMENDMENT 1993-1 TO RSP AMENDMENT 1993-1 TO THE HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN In accordance with Section 10.1 of the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"), the Plan is hereby amended in the following respects: 1. Section 6.2(e) is amended to read as follows: "(e) Distributions to Special Participants Relating to Separate Accounts ------------------------------------------------------------------- From Merged Plans. Unless otherwise provided in the Plan, to the extent that - ----------------- the distribution provisions of a Merged Plan (as such term is defined under the definition of "Accounts" under Section 1.1) differ from the provisions in this Section 6.2, the distribution provisions of such Merged Plan shall continue to govern the distribution of the assets transferred to the Plan from such Merged Plan, and the earnings thereon. The assets transferred to the Plan from the American Savings Bank Profit Sharing and Tax-Favored Retirement Savings Plan, the Hawaiian Tug & Barge Corp. Supplemental Retirement Plan, the Hawaiian Electric Industries Stock Ownership Plan, the First Nationwide Employees' Investment Plan and the HEI Diversified Defined Contribution Pension Plan upon their merger or transfer of assets and liabilities into the Plan shall be governed by Appendices C, D, E, F, and G respectively, which are incorporated into the Plan by reference. 2. The assets and liabilities of the HEI Diversified Defined Contribution Pension Plan, to the extent attributable to employees or former employees of HEI Diversified, Inc., Malama Pacific Corp., and Hawaiian Electric Renewable Systems, Inc., Lalamilo Ventures, Inc., and former employees of Hawaiian Insurance & Guaranty Co., Ltd. ("HIG") currently employed by Hawaiian Electric Industries, Inc. ("HEI") or an HEI affiliate other than HIG, shall be transferred into the Plan effective April 1, 1993, or as soon as administratively feasible thereafter, to be held in trust under the Plan. Upon such transfer of assets to the Plan, such assets will be held and administered as provided in Appendix G to the Plan, a copy of which is attached hereto and incorporated herein and into the Plan by this reference, in accordance with Section 411(d)(6) of the Internal Revenue Code. The amendments set forth herein shall be effective as of April 1, 1993. EXHIBIT 4(j) TO RECORD the adoption of these amendments to the Plan, the Hawaiian Electric Industries, Inc. Pension Investment Committee has caused this document to be executed this 21st day of May, 1993. HAWAIIAN ELECTRIC INDUSTRIES, INC. PENSION INVESTMENT COMMITTEE By /s/ Robert F. Mougeot ------------------------------- Robert F. Mougeot By /s/ Constance H. Lau ------------------------------- Constance H. Lau -2- APPENDIX G TO HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN Re: HEI Diversified Defined Contribution Pension Plan This Appendix G sets forth the provisions which will govern the assets and liabilities transferred to the Hawaiian Electric Industries Retirement Savings Plan (the "Plan") from the HEI Diversified Defined Contribution Pension Plan (the "HEIDI Plan") (such assets and liabilities being hereinafter referred to as the "Transferred Assets"). Unless otherwise defined herein, all terms defined in the Plan and not defined herein shall be used herein as defined in the Plan. 1. A separate account will be maintained for the Transferred Assets for each Special Participant (each, a "HEIDI Account"), which shall be fully vested and nonforfeitable at all times. 2. The Transferred Assets will be governed by the terms of the Plan as "Contributions" under the Plan, each Special Participant who was a participant in the HEIDI Plan prior to the transfer of the Transferred Assets will be considered a "Participant" in the Plan with respect to such Transferred Assets and each HEIDI Account will be considered an "Account" under the Plan, in each case when appropriate in the context (as determined by the Plan Administrator in his discretion) following the transfer of the Transferred Assets; provided, however, that distributions of such Transferred Assets will be governed by the provisions of the HEIDI Plan, unless and until such provisions are amended pursuant to the Plan, and by provisions of the Plan to the extent they are not inconsistent with such HEIDI Plan provisions (as determined by the Plan Administrator). In particular, the provisions of Section 7.2 (Distributions) and 7.3 (Special Distribution Rules) of the HEIDI Plan, copies of which are attached hereto, shall govern the distribution of said Transferred Assets. 3. Notwithstanding the foregoing, the Transferred Assets shall be governed by provisions of the HEIDI Plan, and by the Internal Revenue Code of 1986, as amended (the Code"), to the extent required by the Code and such regulations. Section 7.2 Distributions - -------------------------- (a) A Participant's vested interest in his Accounts shall be distributed only upon his termination of employment with the Participating Employers and the Associated Companies. No distributions shall be made if a Participant remains employed by a Participating Employer or an Associated Company in a capacity in which he is not eligible to participate in the Plan. Except for distribution to a Beneficiary in the case of death, all distributions shall be to the Participant. (b) Distributions shall be made as soon as practicable after the event that entitled the Participant or, in the case of a Participant's death, his Beneficiary, to such distribution. (c) Distributions shall be made in a lump sum. (d) If a Participant (i) terminated employment, (ii) was not 100% vested in his Employer Contribution Account, (iii) received a distribution, and (iv) is re-employed prior to incurring five consecutive One-Year Breaks in Service, the value of his vested interest ("X") in his Employer Contribution Account after such re-employment shall be determined by the following formula: X = P(AB + D) - D. For purposes of this formula, P is the vested percentage at the relevant time; AB is the account balance at the relevant time; and D is the amount of the distribution. Section 7.3 Special Distribution Rules - --------------------------------------- (a) Notwithstanding any other provisions of the Plan, unless a Participant requests pursuant to this Section 7.3(a), the distribution of a Participant's Accounts must begin not later than the 60th day after the latest of the close of the Plan Year in which (i) the Participant attains age 65, (ii) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (iii) the Participant terminates his service with the Participating Employers. A Participant may request that distribution of his Accounts commence at a date later than the latest date provided under the prior sentence. This request must be made by submitting to the Plan Administrator a written statement, signed by the Participant, that describes the distribution and the date on which the Participant requests payment to commence. The Plan Administrator shall not grant this request if such request would not comply with the requirements of regulations under Section 401(a)(9) of the Code, including Treas. Reg. (S)1.401(a)(9)-2. -15- (b) (1) If a form of distribution commenced prior to the participant's death, the portion, if any, of his Accounts remaining at his death must be distributed to his Beneficiary at least as rapidly as under such form. (2) If distribution of the Participant's Accounts had not commenced at his date of death, such Accounts must be distributed within five years of such date, unless such Accounts are paid over the life of the Participant's (i) designated Beneficiary and such payment commences no later than one year after the Participant's death or (ii) surviving spouse and such payment commences no later than the date the Participant would have attained age 70-1/2. (3) Notwithstanding any other provision of the Plan, a Participant's vested Accounts must be distributed (or commence to be distributed over his life expectancy or the joint life expectancies of the Participant and his Beneficiary) no later than April 1 of the calendar year following the calendar year in which he attains age 70-1/2, whether or not he has retired by that date. (4) If the present value of the Member's Participant's vested Accounts does not exceed $3,500, such vested Accounts shall be distributed as soon as practicable following the event that entitled the Member to a distribution thereof. If the present value of the Participant's vested Accounts exceeds $3,500, written consent of the Participant must be obtained not more than 90 days before the commencement of the distribution of any part of the Participant's Accounts. If a Participant's vested Accounts are so distributable to him and he fails to consent to an immediate distribution, such failure shall be regarded as an election to defer distribution to the later of age 62 or Normal Retirement Age. --------------- EX-4.K 4 AMENDMENT 1993-2 TO RSP AMENDMENT 1993-2 TO THE HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN In accordance with Section 10.1 of the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"), the Plan is hereby amended in the following respects: 1. Effective January 1, 1994, Section 6.4 of the Plan is amended as set forth in "Exhibit A" attached hereto. Revised Section 6.4 changes the provisions previously applicable to loans from the Plan by: (i) with the exception noted in (ii) below, making loans available for any reason and no longer requiring Committee approval; and (ii) restricting Participants to two loans from the Plan outstanding at any given time, provided that the second loan be subject to the existing requirements for hardship loans and be subject to Committee approval. 2. In accordance with the resolution of the Board of Directors of Hawaiian Electric Industries, Inc. dated January 19, 1993, relating to the provision of an employer contribution under the Plan for certain former participants in the HEI Diversified Defined Contribution Pension Plan, the Plan is amended in the following respects: a. Article I is amended by amending 1.15 to read as follows and by adding the following definition: 1.15 Normal Retirement Age means a Participant's 55th birthday; --------------------- except that in the case of the HEI Diversified Account, it means a HEIDI Participant's 65th birthday. 1.28 Disability means a total disability that, in the opinion of a ---------- medical examiner satisfactory to the Plan Administrator, prevents a Participant from further performance of duty and is likely to be permanent. 1.29 Forfeiture means that portion of a HEIDI Participant's HEI ---------- Diversified Account in which he is not vested. Such nonvested portion shall be forfeited and allocated to other HEIDI Participants upon the HEIDI Participant's incurring five consecutive One-Year Breaks in Service. 1.30 HEI Diversified Account means the Plan account established to ----------------------- record the amount transferred from the HEI Diversified Defined Contribution Pension Plan to the Plan and the amount of employer contributions to the Plan EXHIBIT 4(k) made by Malama Pacific Corp. and Lalamilo Ventures, Inc. on behalf of HEIDI Participants, as adjusted for allocations of income or loss, withdrawals, or distributions, and other factors affecting the value of such account. 1.31 HEIDI Participant means Eligible Employees of certain ----------------- Participating Employers who were formerly participating employers of the HEI Diversified Defined Contribution Pension Plan, specifically, Malama Pacific Corp. and Lalamilo Ventures, Inc. 1.32 One-Year Break in Service means, as to a HEIDI Participant, ------------------------- severance from the employment of the Participating Employers for a 12- consecutive month period. The following rules shall apply in determining a One-Year Break in Service: (a) If a HEIDI Participant who does not have any nonforfeitable right to his HEI Diversified Account incurs a One- Year Break in Service, Vesting Service granted prior to such One- Year Break in Service shall be disregarded after the continuous period of severance equals or exceeds the greater of (i) the HEIDI Participant's Vesting Service credited prior to such One-Year Break in Service or (ii) five years. (b) If a HEIDI Participant incurs five consecutive One-Year Breaks in Service, Vesting Service credited subsequent to such One-Year Breaks in Service shall be disregarded for purposes of determining the nonforfeitable percentage of his HEI Diversified Account that accrued before such One-Year Breaks in Service. 1.33 Vesting Service means the period of employment for which --------------- credit given under the Plan for purposes of determining a HEIDI Participant's nonforfeitable interest in his HEI Diversified Account. For this purpose, the following rules shall apply: 2 (A)(i) Vesting Service shall be granted for the period of time beginning with the date the HEIDI Participant commences employment with a Participating Employer (including employment prior to the Effective Date, as defined in the HEI Diversified Defined Contribution Pension Plan), to the date the HEIDI Participant terminates employment with all of the Participating Employers. (ii) If a HEIDI Participant who was formerly employed by a Participating Employer is re-employed by a Participating Employer, Vesting Service shall be granted for the period of time beginning with the date the HEIDI Participant commences re-employment to the date the HEIDI Participant subsequently terminates employment with all of the Participating Employers. (iii) If a HEIDI Participant subject to paragraph (A)(ii) of this Section 1.33 is so re-employed within the 12-consecutive months following the date on which the HEIDI Participant terminated employment, Vesting Service shall also be granted for the period commencing with such termination date and ending with such re- employment date. (iv) Except as provided in Section 1.32, all of a HEIDI Participant's Vesting Service shall be recognized for purposes of the Plan. (B) If a HEIDI Participant is absent from work for any period (i) by reason of pregnancy, the birth of a child, or the placement of a child in connection with the HEIDI Participant's adoption of such child or (ii) for purposes of caring for such child for a period beginning 3 immediately following such birth or placement, the HEIDI Participant shall be credited with additional Vesting Service equal to the lesser of such period or 12 months. The severance from service date of a HEIDI Participant absent beyond the first anniversary of the first day of maternity or paternity absence is the second anniversary of the first day of such absence. The period between the first and second anniversaries of the first date of such absence shall not be regarded as a period of service or a period of severance. (C)(i) Vesting Service shall be granted for: (a) Military leave of absence provided the HEIDI Participant returns to active employment with a Participating Employer within the period and conditions prescribed by law. (b) Personal leave of absence authorized by a Participating Employer that is not in excess of one year. Personal leave of absence in excess of one year may be authorized by a Participating Employer; however, no Vesting Service will be granted for such leave. (c) A period of absence because of curtailment of work, not to exceed six months, provided the HEIDI Participant returns to employment within two weeks after notification by a Participating Employer that work is available. (d) Any other absence from active employment provided such absence is authorized by a Participating Employer. Any HEIDI Participant absent from active employment because of illness 4 or injury will be treated the same as though the HEIDI Participant were actively employed as long as any Compensation prior to termination of employment is paid by a Participating Employer. (ii) In determining leaves of absence a Participating Employer must act in a nondiscriminatory manner. (D) (i) If a HEIDI Participant is at any time employed by a company while it is an Associated Company (as defined in the HEI Diversified Defined Contribution Pension Plan), such employment shall be treated as employment by a Participating Employer for purposes of determining such individual's eligibility for participation in this Plan and his Vesting Service. However, the individual shall not be an active Participant during any such service with any Associated Company during the period the Associated Company is not a Participating Employer. (ii) If a HEIDI Participant's employment with a Participating Employer is terminated and he is immediately employed by an Associated Company, his Accounts shall remain in the Plan so long as he is employed by an Associated Company and such employment shall be treated as employment by a Participating Employer for purposes of determining such Participant's Vesting Service. However, he shall not be an active Participant while he is so employed. During any such employment with an Associated Company, the Participant's Accounts shall continue to be invested as designated by the Participant and to bear and share expenses and losses but the Participant will not be eligible to receive further allocation of employer contributions. Further employment by any Associated Company shall be similarly treated. If the Participant is re-employed by a 5 Participating Employer in an eligible class of employees, he shall immediately become an active Participant. If the Participant is terminated while in the employ of the Associated Company, he shall be treated in the same manner as if he had been terminated while in the employ of a Participating Employer. b. Article III is amended by adding a new Section 3.5, to read as follows: Section 3.5 Employer Contributions for HEIDI Participants ---------------------------------------------------------- (a) For each Plan Year beginning January 1, 1993, Malama Pacific Corp., and Lalamilo Ventures, Inc., respectively, shall contribute to the HEI Diversified Account of each HEIDI Participant employed by it during the Plan Year and eligible for an allocation of employer contributions an amount equal to six percent (6%) of the Compensation of such HEIDI Participant while employed by such employer. (b)(1) In addition to employer contributions pursuant to Section 3.5(a), for each Plan Year Malama Pacific Corp. and Lalamilo Ventures, Inc., shall contribute to the HEI Diversified Accounts under the Plan for each Plan Year such amount, if any, as may be determined by its Board of Directors. (2) An employer's contribution under this paragraph (b) shall be allocated as soon as practicable after the close of such Plan Year among each HEIDI Participant employed by such contributing employer during such Plan Year and eligible for an allocation of employer contributions under Section 3.5(d). Such allocation shall be in the proportion that the Compensation of each such HEIDI Participant for such year bears to the Compensation of all such HEIDI Participants for such year. (c) Any Forfeiture occurring during a Plan Year shall be regarded as employer contributions for such Plan Year. To the extent that the amount of Forfeitures for such Plan Year exceed the amount required by 6 subparagraph (a), such excess Forfeiture amount shall be held in a suspense account and shall be used to reduce employer contributions under this Section 3.5 in the succeeding year or years. (d) Each HEIDI Participant shall be eligible for an allocation of employer contributions for a Plan Year pursuant to (a) and (b) above if the HEIDI Participant: (i) Is employed by Malama Pacific Corp. or Lalamilo Ventures, Inc., on the last day of such Plan Year; (ii) Died, retired or terminated serviced because of Disability during such Plan Year; (iii) Transferred from Malama Pacific Corp., or Lalamilo Ventures, Inc. to the service of another Participating Employer in that Plan Year and is employed by a Participating Employer on the last day of such Plan Year; or (iv) Is on leave of absence or military service on the last day of such Plan Year. c. Section 6.1 shall be amended to read as follows: (a) Except as to amounts in the HEI Diversified Account attributable to employer contributions for Plan Years beginning January 1, 1993, and any investment earnings thereon, the interest of each Participant in his Accounts shall always be fully vested and nonforfeitable. (b)(i) Upon a HEIDI Participant's termination of employment on or after attainment of his Normal Retirement Age or because of his death or Disability, the HEIDI Participant or his Beneficiary, as the case may be, shall be entitled to receive 100% of the adjusted balance of his HEI Diversified Account as of the valuation date preceding distribution thereof. 7 (ii) If a HEIDI Participant's employment shall terminate under circumstances other than those set forth in Section 6.1(b)(i), he shall be entitled to receive, as to amounts in the HEI Diversified Account attributable to employer contributions for Plan Years beginning January 1, 1993, and any investment earnings thereon, the following percentage of such amount as of the valuation date preceding distribution thereof: Years of Vesting Service Percentage ------------------------ ---------- Less than 2 0% 2 or more 100% The amendments set forth herein shall be effective as of January 1, 1993. 8 TO RECORD the adoption of these amendments to the Plan, the Hawaiian Electric Industries, Inc. Pension Investment Committee has caused this document to be executed this 1st day of October, 1993. HAWAIIAN ELECTRIC INDUSTRIES, INC. PENSION INVESTMENT COMMITTEE By /s/ Peter C. Lewis ------------------------------- By /s/ Constance H. Lau ------------------------------- 9 EXHIBIT "A" Section 6.4 Loans to Participants - --------------------------------- (a) Amount of Loans. --------------- (1) A Participant may obtain a cash loan from the Plan. For loans granted or renewed after October 18, 1989, the minimum amount of any such loan shall be $1,000. To apply for such a loan a Participant must file a prescribed loan request form with the Plan Administrator. The maximum amount of the loan is subject to the limitations set forth in subparagraph (2) below. (2) At no time shall the aggregate balance of all loans that a Participant has outstanding under the Plan or under any other qualified plan maintained by a Participating Employer exceed the lesser of the following: (i) $50,000, reduced by the excess (if any) of -- (I) the Participant's highest outstanding balance of loans from the Plan during the one (1) year period ending on the day before the date on which such loan was made, over (II) the Participant's outstanding balance of loans from the Plan on the date on which such loan was made; or (ii) 50% of the vested portion of the Participant's Accounts. No loan shall be granted if it would cause either of the foregoing limitations to be exceeded. For purposes of this provision, any renegotiation, extension, renewal or revision of an existing loan is treated as a new loan on the date of such renegotiation, extension, renewal or revision. (b) Number of Loans Outstanding. --------------------------- (1) Except as set forth in (b)(2) below, at no time shall a Participant have more than one (1) loan outstanding under the Plan. (2) In the case of a Participant's financial hardship meeting the criteria set forth for a withdrawal pursuant to section 6.3 (b), a Participant may apply for a loan although the Participant already has one (1) loan outstanding from the Plan; provided, however, that such a loan application shall be subject to approval of two members of the Committee. The Committee members, in their sole discretion, may withhold their consent to any such loan request under this Section 6.4(b)(2), or may consent only to the borrowing of a part of the amount requested by the Participant. The Committee members shall act upon requests for such loans in a uniform and nondiscriminatory manner consistent with the requirements of the Code and applicable regulations (taking into account only those factors which would be considered in a normal business setting by a commercial lender). (c) Participants Eligible for Loans. For purposes of this Section 6.4, ------------------------------- Participants eligible to receive loans shall include inactive terminated employees who (1) still have an Account balance under the Plan and (2) are classified as "parties in interest" under Section 3(14) of ERISA (such individuals being hereinafter referred to as "Eligible Former Participants"), provided, however, that the granting of loans to Eligible Former Participants not result in disqualification of or other sanction to the Plan under the Code or other applicable law. (d) Terms of Loans. A loan to a Participant shall be made on such terms -------------- and conditions as the Asset Manager may determine, provided that the loan shall: (1) Be evidenced by a promissory note signed by the Participant and secured by his Accounts; (2) Bear interest on unpaid principal at the prevailing rate charged on similar loans at American Savings Bank, provided such rate is not lower than that commensurate with the rate applicable to other Plan investments with a comparable degree of risk; (3) Be subject to a substantially level amortization schedule and minimum monthly repayment amounts; (4) Provide for loan payments to be withheld through periodic payroll deductions from the Participant's compensation from a Participating Employer; and (5) Provide for repayment in full on or before the earlier of (i) except for Eligible Former Participants not receiving lump-sum distributions of their Accounts upon severance, the date when the Participant severs from all employment with the Participating Employers, or (ii) the date five years after the loan is made, provided that such date may be 15 years after the loan is made if the loan is used to acquire or construct a dwelling that within a reasonable period of time is to be used as the Participant's principal residence. (e) Source of Loans. The Accounts which may be subject to loans by --------------- Participants are the Salary Reduction Account, Participant Voluntary Account, Rollover Account, and Employer-ASB Account. (f) Disbursement of Loans. A loan, if approved, shall be disbursed as --------------------- soon as reasonably practicable after the date on which the Committee members approve the loan. (g) Spouse Consent. A Participant must obtain the consent of his spouse, -------------- if any, within the 90-day period before the time the 2 Participant's Accounts are used as security for a loan under this Section 6.4. A new consent shall be required if the Accounts are used for any increase in the amount of security. A consent under this Section 6.4 shall comply with the requirements of Section 6.3(c), but shall be deemed to meet any requirements contained in such section relating to the consent of any subsequent spouse. (h) Investment Gain or Loss. Upon the making of such a loan, the Asset ----------------------- Manager shall cause a separate investment account to be established in the name and for the sole benefit of the Participant. Such loan shall be regarded as an investment asset of such account and all gain, loss, or expenses of such loan shall be attributed solely to this separate account. This separate account shall not share in the gains or losses of any other investment alternative of the Plan, nor shall any other investment alternative of the Plan share in the gains, losses, or expenses of this separate account. (i) Default. Plan loans will be considered to be in default when any ------- required payment is not made within ninety (90) days of its due date. The Committee will enforce the security interest for the loan by retaining, upon the first distributable event applicable to the Participant, up to 100% of the portion of the Participant's vested Accounts which were originally given as security on the loan, or such portion thereof sufficient to cover the Participant's defaulted principal and interest payments, and any additional interest accruing thereon. 3 EX-4.N 5 2ND AMENDMENT TO TRUST AGREEMENT SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND HAWAIIAN ELECTRIC THIS SECOND AMENDMENT, dated as of the 1st day of January, 1994, by and between Fidelity Management Trust Company (the "Trustee") and Hawaiian Electric Industries, Inc. ("the Sponsor"); WITNESSETH: WHEREAS, the Trustee and the Sponsor heretofore entered into a trust agreement dated November 28, 1988 and amended on December 22, 1989, with regard to the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"); and WHEREAS, the Trustee and the Sponsor now desire to amend said trust agreement as provided for in Section 13 thereof; WHEREAS, The Sponsor hereby establishes three trusts: one, for which Peter C. Lewis and Constance H. Lau serve as trustees, to hold the Plan assets under the Plan invested in Hawaiian Electric Industries, Inc. Common Stock and ASB Money Market Account and the second for which Hawaiian Trust Company, Limited serves as trustee to hold the Plan assets under the plan invested in Hawaiian Electric Industries, Inc. Common Stock; and the other, for which the Trustee serves as trustee, to hold and invest the remaining plan assets under the Plan for the exclusive benefit of participants in the Plan and their beneficiaries; and NOW THEREFORE, in consideration of the above premises the Trustee and the Sponsor hereby amend the trust agreement by: (1) Amending Section 4(b) by adding a new subsection 4(b)(iii) renumbering existing subsections accordingly: (iii) a registered investment company not advised by Fidelity Management and Research Company (the "ASB Money Market Account"), (2) Amending Section 4(c) by deleting the first six sentences of the paragraph and replacing them with the following: (c) Participant Direction. Each Plan participant shall direct the Trustee --------------------- in which investment option(s) to invest the assets in the participant's individual accounts. Such directions may be made by Plan participants by use of the telephone exchange system maintained for such purposes by the Trustee or its agent, in accordance with written Telephone Exchange Guidelines as revised from time to time. A participant shall be considered a named fiduciary of the Plan under ERISA for purposes of using the telephone exchange system to provide investment directions to the Trustee for the participant's individual account. In the event that the Trustee fails to receive a proper direction, the assets shall be invested in the investment option set forth for such purpose on Schedule "C", until the Trustee receives a proper direction. EXHIBIT 4(n) (3) Adding Section 4(i) as follows: (i) Notes. The Administrator shall act as the Trustee's agent for the ----- purpose of holding all trust investments in participant loan notes and related documentation and as such shall (i) hold physical custody of and keep safe the notes and other loan documents, (ii) collect and remit all principal and interest payments to the Trustee, (iii) keep the proceeds of such loans separate from the other assets of the Administrator and clearly identify such assets as Plan assets, and (iv) cancel and surrender the notes and other loan documentation when a loan has been paid in full. To originate a participant loan, the Plan participant shall direct the Trustee as to the type of loan to be made from the participant's individual account. Such directions shall be made by Plan participants by use of the telephone exchange system maintained for such purpose by the Trustee or its agent. The Trustee shall determine, based on the current value of the participant's account, the amount available for the loan. Based on the monthly interest rate supplied by the Sponsor in accordance with the terms of the Plan, the Trustee shall advise the participant of such interest rate, as well as the installment payment amounts. The Trustee shall forward the loan document to the participant for execution and submission for approval to the Administrator. The Administrator shall have the responsibility for approving the loan and instructing the Trustee to send the loan proceeds to the Administrator or to the participant if so directed by the Administrator. In all cases, such instruction by the Administrator shall be made within thirty (30) days of the participant's initial request (the origination date). (4) Amending and Restating Section 14(a) to read as follows: (a) Performance by Trustee, its Agents or Affiliates. The Sponsor ------------------------------------------------- acknowledges and authorizes that the services to be provided under this Agreement shall be provided by the Trustee, its agents or affiliates, including Fidelity Investments Institutional Operations Company or its successor, and that certain of such services may be provided pursuant to one or more other contractual agreements or relationships. (5) Amending Schedules "A" and "C" by restating the list of investment options as follows: - ASB Money Market Account (Fidelity Management Trust Company does not serve as trustee) - Hawaiian Electric Industries, Inc. Common Stock (Fidelity Management Trust Company does not serve as trustee) - Fidelity Puritan Fund - Fidelity Magellan Fund - Fidelity Asset Manager - Fidelity Asset Manager: Growth - Fidelity Asset Manager: Income - Fidelity Overseas Fund - Fidelity Global Bond Fund (6) Amending Schedule "C" by identifying ASB Money Market Account (an investment company not advised by Fidelity Management & Research Company), as the fund referenced in Section 4(c). (7) Amending Schedule "A" by restating the list of money classifications: - Salary Reduction - Participant Voluntary - Rollover - HEI Diversified Plan - Employer ASB - Employer Supplemental - IRA - Voluntary HEISOP - Employer HEISOP (8) Amending Schedule "B" by adding the following: Loan Fee Establishment fee of $35.00 per loan account; annual fee of $15.00 per loan account. (9) Updating Schedules D and E as attached IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written. HAWAIIAN ELECTRIC INDUSTRIES, INC. FIDELITY MANAGEMENT TRUST COMPANY By /s/ Peter C. Lewis By /s/ John P. O'Reilly, Jr. 2/9/94 ------------------- -------------------------------- Vice President-Administration Senior Vice President Date By /s/ Constance H. Lau ------------------------- Treasurer December 30, 1993 -------------------------- Date [LOGO] HAWAIIAN ELECTRIC INDUSTRIES, INC. Schedule "D", Part 1 December 29, 1993 Ms. Jacqueline W. McCarthy Fidelity Investments Institutional Operations Company 82 Devonshire Street, A8B Boston, Massachusetts 02109 Re: Hawaiian Electric Industries Retirement Savings Plan Dear Ms. McCarthy: This letter is sent to you in accordance with Section 7(b) of the Trust Agreement, dated as of November 28, 1988, as amended on December 22, 1989 and January 1, 1994, between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company. We hereby designate Robert F. Mougeot, Peter C. Lewis, Constance H. Lau, Natalie M. H. Taniguchi, Sandra H. Horita, Julie K. Price, Nelson K. Watanabe, Myra A. O'Brien, Stephanie Y. L. S. Choo and Lynette Y. Bogema, as the individuals who may provide directions upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth on Schedule "D", Part 2, and certified to be such. You may rely upon each designation and certification set forth in this letter until we deliver to you written notice of the termination of authority of a designated individual. Very truly yours, By /s/ PETER C. LEWIS ------------------- Peter C. Lewis Vice President - Administration By /s/ CONSTANCE H. LAU --------------------- Constance H. Lau Treasurer [LOGO] HAWAIIAN ELECTRIC INDUSTRIES, INC. Schedule "D", Part 2 Signature of Each Designated Individual /s/ ROBERT F. MOUGEOT /s/ JULIE K. PRICE - ------------------------------- ------------------------------- Robert F. Mougeot Julie K. Price Financial Vice President & Director - Benefits** Chief Financial Officer* /s/ PETER C. LEWIS /s/ NELSON K. WATANABE - ------------------------------- ------------------------------- Peter C. Lewis Nelson K. Watanabe Vice President - Administration* Administrator - Corporate Accounts & Statistics** /s/ CONSTANCE H. LAU /s/ MYRA A. O'BRIEN - ------------------------------- ------------------------------- Constance H. Lau Myra A. O'Brien Treasurer* Benefits Specialist** /s/ NATALIE M. H. TANIGUCHI /s/ STEPHANIE Y. L. S. CHOO - ------------------------------- ------------------------------- Natalie M. H. Taniguchi Stephanie Y. L. S. Choo Director - Corporate Finance & Financial Accountant** Investments* /s/ SANDRA H. HORITA /s/ LYNETTE Y. BOGEMA - ------------------------------- ------------------------------- Sandra H. Horita Lynette Y. Bogema Administrator - Financial Assoc. Corporate Accountant** Reporting & Standards* * Hawaiian Electric Industries, Inc. (HEI) ** Hawaiian Electric Company (HECO) [LOGO] HAWAIIAN ELECTRIC INDUSTRIES, INC. Schedule "E", Part 1 December 29, 1993 Ms. Jacqueline W. McCarthy Fidelity Investments Institutional Operations Company 82 Devonshire Street, A8B Boston, Massachusetts 02109 Re: Hawaiian Electric Industries Retirement Savings Plan Dear Ms. McCarthy: This letter is sent to you in accordance with Section 7(c) of the Trust Agreement, dated as of November 28, 1988, as amended on December 22, 1989 and January 1, 1994, between Hawaiian Electric Industries, Inc. and Fidelity Management Trust Company. We hereby designate Robert F. Mougeot, Peter C. Lewis, Constance H. Lau, Natalie M. H. Taniguchi, Sandra H. Horita, Julie K. Price, Nelson K. Watanabe, Myra A. O'Brien, Stephanie Y. L. S. Choo and Lynette Y. Bogema, as the individuals who may provide directions upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth on Schedule "E", Part 2, and certified to be such. You may rely upon each designation and certification set forth in this letter until we deliver to you written notice of the termination of authority of a designated individual. Very truly yours, By /s/ PETER C. LEWIS -------------------------------- Peter C. Lewis Vice President - Administration By /s/ CONSTANCE H. LAU -------------------------------- Constance H. Lau Treasurer [LOGO] HAWAIIAN ELECTRIC INDUSTRIES, INC. Schedule "E", Part 2 Signature of Each Designated Individual /s/ ROBERT F. MOUGEOT /s/ JULIE K. PRICE - -------------------------------- ------------------------------- Robert F. Mougeot Julie K. Price Financial Vice President & Director - Benefits** Chief Financial Officer* /s/ PETER C. LEWIS /s/ NELSON K. WATANABE - -------------------------------- ------------------------------- Peter C. Lewis Nelson K. Watanabe Vice President - Administration* Administrator - Corporate Accounts & Statistics** /s/ CONSTANCE H. LAU /s/ MYRA A. O'BRIEN - -------------------------------- ------------------------------- Constance H. Lau Myra A. O'Brien Treasurer* Benefits Specialist** /s/ NATALIE M. H. TANIGUCHI /s/ STEPHANIE Y. L. S. CHOO - -------------------------------- ------------------------------- Natalie M. H. Taniguchi Stephanie Y. L. S. Choo Director - Corporate Finance & Financial Accountant** Investments* /s/ SANDRA H. HORITA /s/ LYNETTE Y. BOGEMA - -------------------------------- ------------------------------- Sandra H. Horita Lynette Y. Bogema Administrator - Financial Assoc. Corporate Accountant** Reporting & Standards* * Hawaiian Electric Industries, Inc. (HEI) ** Hawaiian Electric Company (HECO) EX-4.O 6 3RD AMENDMENT TO TRUST AGREEMENT THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND HAWAIIAN ELECTRIC INDUSTRIES, INC. THIS THIRD AMENDMENT, dated as of the 15th day of March, 1994, by and between Fidelity Management Trust Company (the "Trustee") and Hawaiian Electric Industries, Inc. ("the Sponsor"); WITNESSETH: WHEREAS, the Trustee and the Sponsor heretofore entered into a trust agreement dated November 28, 1988 and amended on December 22, 1989, and January 1, 1994, with regard to the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"); and WHEREAS, the Trustee and the Sponsor now desire to amend said trust agreement as provided for in Section 13 thereof; WHEREAS, The Sponsor heretofore established three trusts: one, for which Peter C. Lewis and Constance H. Lau serve as trustees, to hold the Plan assets under the Plan invested in Hawaiian Electric Industries, Inc. Common Stock and ASB Money Market Account and to hold in trust uninvested plan contributions and repayments of Plan loans until such amounts are invested and the second for which Hawaiian Trust Company, Limited serves as trustee to vote the Plan assets under the plan invested in Hawaiian Electric Industries, Inc. Common Stock; and the third, for which the Trustee serves as trustee, to hold and invest the remaining plan assets under the Plan for the exclusive benefit of participants in the Plan and their beneficiaries; and NOW THEREFORE, in consideration of the above premises the Trustee and the Sponsor hereby amend the trust agreement by amending and restating Section 4(d) as follows: (d) Hawaiian Electric Industries, Inc. Common Stock and ASB Money Market Account Operating Procedures. Transactions involving the Hawaiian Electric Industries, Inc. Common Stock and the ASB Money Market Account shall be executed in accordance with separate written Operating Procedures as agreed to between the Sponsor and the Trustee as amended from time to time in writing (the current version thereof being attached hereto as Schedules H and I). IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written. HAWAIIAN ELECTRIC FIDELITY MANAGEMENT TRUST INDUSTRIES, INC. COMPANY By /s/ Peter C. Lewis 3/18/94 By /s/ John P. O'Reilly, Jr. 3/22/94 ----------------------------------- --------------------------------- Vice President-Administration Date Senior Vice President Date By /s/ Constance H. Lau 3/18/94 ----------------------------------- Treasurer Date EXHIBIT 4(o) SCHEDULE "H" HAWAIIAN ELECTRIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN OPERATING PROCEDURES AGREEMENT - HEI COMMON STOCK Based upon Fidelity Institutional Retirement Services Company's ("Fidelity") understanding of the trust arrangement between Hawaiian Electric Industries, Inc. (the "Sponsor") and Peter C. Lewis and Constance H. Lau (individually and collectively, the "Fund Trustee"), the operating procedures as of March 15, 1994 governing the Hawaiian Electric Industries common stock investment option (the "Fund") offered under the Hawaiian Electric Industries Retirement Savings Plan (the "Plan") are as follows: Purchase and Sale Instructions: Fidelity will provide the Fund Trustee with stock purchase and sale instructions via fax once Fidelity is in a position to calculate the appropriate amounts. Separate totals will be sent to the Fund Trustee for both purchases and sales of company stock in the plan. The Fund Trustee will provide Fidelity with confirmation of receipt of the instructions via fax on the business day following the day the instructions are received by the Fund Trustee. Pricing: The Fund Trustee will fax stock prices to Fidelity by 4:30 p.m. EST on the day the Fund Trustee receives confirmation of a purchase or sale from the broker or the Sponsor's Stock Transfer Agent. The Fund Trustee will call Fidelity when the price will be faxed to ensure that the price is received and entered to the Fidelity recordkeeping system. The value of participant stock transactions will be based solely upon the price received from the Fund Trustee. This price will not be reviewed by Fidelity. The following special situation revolves around the processing of distributions involving company stock. The participant distributions will be processed on the date the stock price is actually received by Fidelity. Fidelity is unable to process participant distributions that involve stock without the stock price. Monetary Transfers: For purposes of wire transfers, Fidelity will not net purchase and redemption activity occurring on the same day. The monetary transfers between Fidelity and the Fund Trustee will operate as follows: - - The proceeds of stock redemptions for participant distributions and exchanges will be wired to Fidelity using the wire instructions set forth below. The Fund Trustee will notify Fidelity of the amount of the wire on or before the wire transfer date. Fidelity will invest exchange proceeds and mail participant distribution checks on the same day the wire is received from the Fund Trustee. If Fidelity is not notified of the wire date, Fidelity is not obligated to invest the exchange proceeds or mail participant checks until one business day following receipt of the wire. If any amount of the expected wire is not invested or disbursed on the business day such wire was received by Fidelity, Fidelity shall compensate the participant's account for the amount of such wire plus Prime rate published by the Wall Street Journal +2% for distributions and post exchanges as of ------------------- the wire date. - - The proceeds of mutual fund exchanges into company stock will be wired to the Fund Trustee using the attached wire instructions set forth below on the day of the trade request. Fidelity will notify the Fund Trustee on the wire transfer date. - - Fidelity will not maintain a short term investment fund to hold cash representing fractional shares. Corporate Actions: The Fund Trustee is responsible for the reinvestment of all dividends, will notify Fidelity of all dividends and provide Fidelity with the necessary written notification to allocate the dividends to participant accounts. This notification will include the X-date, record date, payable date, eligible share basis, dividend rate, trade price, and the corresponding number of shares reinvested by the Fund Trustee. The Fund Trustee will also notify Fidelity of all proxy matters and any corporate actions that affect the recordkeeping system. The Fund Trustee is responsible for proxy mailings. Fidelity will provide Fund Trustee with participant data to solicit proxies. Reconciliation: Fidelity will provide the Fund Trustee with a monthly trial balance, and other reports necessary for the reconciliation of the participant stock balances maintained by Fidelity to the accounting maintained by the Fund Trustee. The Fund Trustee will notify Fidelity of any material differences between the participant balances and the stock balance maintained by the Fund Trustee within 30 days of receipt of the monthly trial balance from Fidelity. Indemnifications: Sponsor agrees to indemnify and hold harmless Fidelity for the following: - - Any loss incurred by Fidelity due to a pricing error caused by the Fund Trustee. The Sponsor also agrees to compensate Fidelity for the cost of any adjustments made to participant accounts due to such an error. - - Any loss incurred by Fidelity due to inaccurate communication of or failure to communicate corporate actions which would require an update to the recordkeeping system. - - Any loss related to balance discrepancies between the participant balances maintained by Fidelity and the balance maintained by the Fund Trustee due to errors caused by the Fund Trustee. Fidelity agrees to indemnify and hold harmless and compensate Sponsor and/or Fund Trustee for the following: - - Any loss including expenses related thereto incurred by the Sponsor, Fund Trustee and/or Plan Participants due to a trading error caused by Fidelity. - - Any loss including expenses related thereto related to balance discrepancies between the participant balances maintained by Fidelity and the balance maintained by the Fund Trustee due to errors caused by Fidelity. Fidelity's Wire Transfer Instructions: Fund Trustee's Instructions: Bankers Trust of New York, NY Bank of Hawaii ABA Number: 021 001 033 ABA Number: 121301028 Account Name: FPRS Depository Account Name: Peter C. Lewis and Constance H. Lau, Trustees, Hawaiian Electric Industries Retirement Savings Plan Account Number: 00163002 Account Number: 0001-032720 Plan 56566 Hawaiian Electric Retirement Savings Plan
The above procedure and conditions are hereby confirmed by all parties. Fidelity Institutional Retirement Hawaiian Electric Industries, Inc. Services Company By: /s/ James M. McKinney By: /s/ Peter C. Lewis ----------------------------- ------------------------------ Title: Senior Vice President Title: Vice President-Administration -------------------------- ----------------------------- Date: 3/23/94 Date: March 18, 1994 --------------------------- ------------------------------ Peter C. Lewis, Trustee Hawaiian Electric Industries, Inc. /s/ Peter C. Lewis By: /s/ Constance H. Lau --------------------------------- ------------------------------- Date: March 18, 1994 Title: Treasurer ---------------------------- ----------------------------- Date: March 18, 1994 ------------------------------ Constance H. Lau, Trustee /s/ Constance H. Lau ------------------------------- Date: March 18, 1994 ---------------------------- SCHEDULE "I" HAWAIIAN ELECTRIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN OPERATING PROCEDURES AGREEMENT - ASB MONEY MARKET ACCOUNT Based upon Fidelity Institutional Retirement Services Company's ("Fidelity") understanding of the trust arrangement between Hawaiian Electric Industries, Inc. (the "Sponsor") and Peter C. Lewis and Constance H. Lau (individually and collectively, the "Fund Trustee"), the operating procedures as of March 15, 1994 governing the ASB Money Market Account (the "Fund") offered under the Hawaiian Electric Industries Retirement Savings Plan (the "Plan") which will be priced at $1.00 are as follows: Trade Instructions: Fidelity will provide the Fund Trustee with trading instructions via fax once Fidelity is in a position to calculate the appropriate trade amounts. Separate trade totals will be sent to the Fund Trustee for both purchases and redemptions of the Fund. The Fund Trustee will provide Fidelity with confirmation of receipt of the trade instructions via fax on the business day following the day the trade is received by the Sponsor. Monetary Transfers: For purposes of wire transfers, Fidelity will not net purchase and redemption activity occurring on the same day. The monetary transfers between Fidelity and the Fund Trustee will operate as follows: - - The proceeds of Fund redemptions for participant distributions and exchanges will be wired to Fidelity using the wire instructions set forth below. The Fund Trustee will notify Fidelity of the amount of the wire on or before the wire transfer date. Fidelity will invest exchange proceeds and mail participant distribution checks on the same day the wire is received from the Fund Trustee. If Fidelity is not notified of the wire date, Fidelity is not obligated to invest the exchange proceeds or mail participant checks until one business day following receipt of the wire. If any amount of the expected wire is not invested or disbursed on the business day such wire was received by Fidelity, Fidelity shall compensate the participant's account for the amount of such wire plus Prime rate published by the Wall Street Journal +2% ------------------- for distributions and post exchanges as of the wire date. - - The proceeds of mutual fund exchanges into the Fund will be wired to the Fund Trustee using the wire instructions set forth below on the day of the trade request. Fidelity will notify the Fund Trustee on the wire transfer date. Interest Posting: By the fifth business day after each month-end, the Fund Trustee will provide Fidelity with written instructions specifying the total amount of interest to be allocated to participants invested in the Fund. The basis for this allocation will be the 25th day of the month (or prior business day if the 25th is not a business day) and will be posted to participant accounts as of the last business day of the previous month-end (i.e. interest for January will be allocated to participant accounts based on their pro-rata account balance on January 25th). Participants who redeem between the 1st and the 25th will not be eligible for the interest. Reconciliation: Fidelity will provide the Sponsor with a monthly trial balance and other reports necessary for the reconciliation of the participant Fund balances maintained by Fidelity to the accounting maintained by the Fund Trustee. The Fund Trustee will notify Fidelity of any material differences between the balance per the monthly trial balance and the balance maintained by the Fund Trustee within 30 days of receipt of the monthly trial balance from Fidelity. Indemnifications: Sponsor agrees to indemnify and hold harmless Fidelity for the following: - - Any loss related to balance discrepancies between the participant balances maintained by Fidelity and the balance maintained by the Fund Trustee due to errors caused by the Fund Trustee. Fidelity agrees to indemnify, hold harmless the Sponsor and/or Fund Trustee for the following: - - Any loss including expenses related thereto incurred by the Sponsor, Fund Trustee and/or Plan participants due to a trading error caused by Fidelity. - - Any loss including expenses related thereto related to balance discrepancies between the participant balances maintained by Fidelity and the balance maintained by the Fund Trustee due to errors caused by Fidelity. Fidelity's Wire Transfer Instructions: Fund Trustee's Wire Instructions: Bankers Trust of New York, NY Federal Home Loan Bank of Seattle ABA Number: 021 001 033 ABA Number: 125040880 Account Name: FPRS Depository Account Name: Peter C. Lewis and Constance H. Lau, Trustees, Hawaiian Electric Industries Retirement Savings Plan Account Number: 00163002 Account Number: 8384-0012 Plan 56566 Hawaiian Electric Retirement Savings Plan
The above procedure and conditions are hereby confirmed by all parties. Fidelity Institutional Retirement Hawaiian Electric Industries, Inc. Services Company By: /s/ James M. McKinney By: /s/ Peter C. Lewis ----------------------------- -------------------- James M. McKinney Peter C. Lewis Title: Senior Vice President Title: Vice President-Administration --------------------------- ----------------------------- Date: 3/23/94 Date: March 18, 1994 --------------------------- -------------- Peter C. Lewis, Trustee Hawaiian Electric Industries, Inc. /s/ Peter C. Lewis By: /s/ Constance H. Lau --------------------------------- ---------------------- Peter C. Lewis Constance H. Lau Date: March 18, 1994 Title: Treasurer -------------- --------- Date: March 18, 1994 -------------- Constance H. Lau, Trustee /s/ Constance H. Lau --------------------------------- Constance H. Lau Date: March 18, 1994 --------------------------- EX-4.Q 7 AMENDMENT TO TRUST AGREEMENT AMENDMENT TO TRUST AGREEMENT BETWEEN HAWAIIAN ELECTRIC INDUSTRIES, INC. AND PETER C. LEWIS AND CONSTANCE H. LAU WHEREAS, Hawaiian Electric Industries, Inc. ("HEI") is the sponsor of the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"); and WHEREAS, HEI has hereto established three trusts to hold and invest plan assets under the Plan for the exclusive benefit of participants in the Plan and their beneficiaries, the third of which holds and invests the portion of plan assets consisting of HEI common stock (except that the authority to vote said shares has been delegated to Hawaiian Trust Company, Ltd.) and investments in the American Savings Bank Money Market Account, pursuant to a Trust Agreement between HEI and Peter C. Lewis and Constance H. Lau (together, the "Trustees") dated December 19, 1989 and effective January 1, 1990; and WHEREAS, it is desirable that the Trustees also hold in trust uninvested Plan contributions and repayments of Plan loans until such time as those amounts can be invested as directed by Plan participants; and WHEREAS, due to the existence of commingled accounts relating to assets of the Plan, it is necessary to clarify that the Trustees may authorize others to act on their behalf in dealing with certain plan assets; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, HEI and the Trustees agree to amend the Trust Agreement, effective as of January 1, 1994 as follows: 1. Amend paragraph 1 to add the following: "Effective January 1, 1994, the Trustees shall also act as trustees for the purpose of holding any contributions and loan repayments relating to the Plan until such time as those funds can be invested in the investment option under the Plan as directed by the Plan participant." 2. Add a new paragraph 3, as follows: "3. The Trustees, individually and collectively, shall have the authority to designate one or more persons to act as his, her or their agents and on his, her or their behalf in matters involving the investment and holding of the plan assets for which they are responsible; provided that such designating Trustee or EXHIBIT 4(q) Trustees shall remain ultimately responsible for the proper investment and holding of such plan assets." IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Trust Agreement or caused it to be executed by their duly authorized officers as of January 1, 1994. HAWAIIAN ELECTRIC INDUSTRIES, INC. By Hawaiian Electric Industries, Inc. Pension Investment Committee By /s/ Robert F. Mougeot ---------------------------------- Robert F. Mougeot Chairman By /s/ E. J. Blackburn ---------------------------------- Edward J. Blackburn Member "HEI" /s/ Peter C. Lewis ---------------------------------- Peter C. Lewis /s/ Constance H. Lau ---------------------------------- Constance H. Lau "Trustees" 2 EX-4.S 8 AMENDMENT 1992-2 TO RSP AMENDMENT 1992-2 TO THE HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN In accordance with Section 10.1 of the Hawaiian Electric Industries Retirement Savings Plan (the "Plan"), the Plan is hereby amended as follows: Appendix A to the Plan is amended to read in its entirety as set forth in Appendix A attached hereto. The amendment set forth herein shall be effective as of May 11, 1992. TO RECORD the adoption of this amendment to the Plan, the Hawaiian Electric Industries Pension Investment Committee has caused this document to be executed as of the 11th day of May, 1992. HAWAIIAN ELECTRIC INDUSTRIES PENSION INVESTMENT COMMITTEE By /s/ Peter C. Lewis -------------------------- Peter C. Lewis Plan Administrator By /s/ Constance H. Lau -------------------------- Constance H. Lau Asset Manager and Secretary EXHIBIT 4(s) Appendix A ELECTION RULES -------------- Section 1. Forms - ---------------- All consents, elections, applications, designations, etc. required or permitted under the Plan must be made on forms prescribed and furnished by the Plan Administrator, or in accordance with procedures established by the Plan Administrator, and shall be recognized only if properly completed, executed, and returned to the Plan Administrator. Section 2. Amendments to or Revocations of Elections - ---------------------------------------------------- (a) A Participant's salary reduction agreement and investment elections shall remain in effect until amended or revoked as provided in this Appendix A. (b) (1) A salary reduction agreement may be amended or revoked at any time by completing the Contribution Election Form. Amendments or revocations shall become effective as soon as practicable following receipt thereof by the Plan Administrator. (2) Pursuant to such an amendment a Participant may increase or decrease the rate of salary reduction (and Salary Reduction Contributions). (3) Such a revocation shall cause the discontinuation of salary reduction (and Salary Reduction Contributions). (c) A Participant may (at such times as may be permitted by the Plan Administrator and subject to such limitations and procedures as may be established by the Plan Administrator) (i) revise the portions of future contributions to the Plan to be invested in the investment alternatives or (ii) transfer all or a portion of his Accounts invested in one or more of the investment alternatives to one or more other investment alternatives. Section 3. Miscellaneous. - ------------------------- Except as otherwise specifically defined in this Appendix A, all terms used in this Appendix A shall have the same meanings as set forth in Article I of the Plan. EX-5 9 CONSENT OF COUNSEL March 31, 1994 Hawaiian Electric Industries, Inc. 900 Richards Street Honolulu, Hawaii 96813 Ladies and Gentlemen: Hawaiian Electric Industries, Inc., a Hawaii corporation (the "Company") has filed a Registration Statement on Form S-8 under the Securities Act of 1933, covering an additional 350,000 shares of Common Stock, without par value (the "Shares"), of the Company, and an indeterminate amount of interests, to be offered and sold in connection with the Company's Retirement Savings Plan. We have examined the Registration Statement. We have also examined the Restated Articles of Incorporation of the Company, as amended, and such appropriate records of the Company, certificates of public officials and other documents as we deem pertinent as a basis for the opinions hereinafter expressed. Upon the basis of such examination, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Hawaii. 2. When the Shares have been duly issued and sold as contemplated in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the references to our firm as an expert under Item 5 to the Registration Statement. Very truly yours, /s/ GOODSILL ANDERSON QUINN & STIFEL EXHIBIT 5 EX-23 10 CONSENT OF ACCOUNTANTS [LETTERHEAD OF KPMG PEAT MARWICK] Certified Public Accountants P.O. Box 4150 Honolulu, HI 96812-4150 The Board of Directors Hawaiian Electric Industries, Inc.: We consent to incorporation by reference in Registration Statement on Form S-8 of Hawaiian Electric Industries, Inc. of our report dated February 11, 1994, relating to the consolidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, retained earnings and cash flows for each of the years in the three-year period ended December 31, 1993, which report is incorporated by reference in the 1993 annual report on Form 10-K, of Hawaiian Electric Industries, Inc. Our report refers to changes in the method of accounting for income taxes and postretirement benefits other than pensions effective January 1, 1993. We consent to incorporation by reference of our report dated February 11, 1994 relating to the financial statement schedules of Hawaiian Electric Industries, Inc. included in the aforementioned 1993 annual report on Form 10-K which report appears in said Form 10-K. We also consent to incorporation by reference of our report dated March 11, 1994 relating to the statements of net assets available for benefits of the Hawaiian Electric Industries Retirement Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1993. /s/ KPMG Peat Marwick Honolulu, Hawaii March 31, 1994 EXHIBIT 23(a) EX-24 11 POWER OF ATTORNEY POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that the undersigned, HAWAIIAN ELECTRIC INDUSTRIES, INC. a Hawaii corporation, and the officers and directors of said corporation whose names are signed hereto, hereby constitute and appoint ROBERT F. CLARKE, ROBERT F. MOUGEOT, CONSTANCE H. LAU, DAVID J. REBER, GREGORY R. KIM and STEPHANIE A. GONSALVES of Honolulu, Hawaii, and each of them, with full power of substitution in the premises (with full power to each of them to act alone), their true and lawful attorneys and agents, and in its and their name, place and stead, to do any and all acts and things and to execute any and all instruments and documents which said attorneys and agents or any of them may deem necessary or advisable to enable Hawaiian Electric Industries, Inc. to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with: (i) the registration under said Act pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of up to an additional 350,000 shares of Common Stock without par value of Hawaiian Electric Industries, Inc. for issuance pursuant to the Hawaiian Electric Industries Retirement Savings Plan and an indeterminate amount of interests in said Plan, and to include in such Registration Statement pursuant to Rule 429 promulgated under the Securities Act a combined prospectus covering such 350,000 shares EXHIBIT 24 of Common Stock plus the shares of Common Stock registered but not yet sold pursuant to Regis. No. 33-43892, including specifically but without limiting the generality of the foregoing, power and authority to sign the name of Hawaiian Electric Industries, Inc. and the names of the undersigned officers and directors thereof, in the capacities indicated below, to the Registration Statement to be filed with the Securities and Exchange Commission in respect of the aforementioned securities and Plan interests, to any and all amendments (including pre- and post-effective amendments) and supplements to said Registration Statement (including specifically and without limiting the generality of the foregoing, any amendment or amendments changing the amount of shares for which registration is being sought) and to any instruments or documents filed as a part of or in connection with said Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof; and (ii) the current registration under said Act of up to 250,000 shares of the Common Stock of Hawaiian Electric Industries, Inc. for issuance pursuant to the Plan and an indeterminate amount of interests in said Plan (Regis. No. 33-43892, including specifically but without limiting the generality of the foregoing, power and authority to sign the name of Hawaiian Electric Industries, Inc. and the names of the undersigned officers and directors thereof, in the capacities indicated below, to any and all post-effective amendments and 2 supplements to said Registration Statement (including specifically and without limiting the generality of the foregoing, any amendment or amendments changing the amount of shares for which registration is being sought) and to any instruments or documents filed as a part of or in connection with said Registration Statement or amendments or supplements thereto and/or which operate pursuant to Rule 429 to amend said Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, Hawaiian Electric Industries, Inc. has caused this Power of Attorney to be executed in its name by its President and its Financial Vice President and attested by its Secretary, and the undersigned officers and directors of Hawaiian Electric Industries, Inc. have hereunto set their hands, as of the 15th day of February, 1994. This Power of Attorney may be executed in any number of counterparts by the corporation and by any one or more of the officers and directors named below. ATTEST: HAWAIIAN ELECTRIC INDUSTRIES, INC. /s/ Betty Ann M. Splinter By /s/ Robert F. Clarke - ------------------------- ------------------------ Betty Ann M. Splinter Robert F. Clarke Secretary President and Principal Executive Officer By /s/ Robert F. Mougeot ------------------------ Robert F. Mougeot Financial Vice President and Principal Financial Officer 3 /s/ Robert F. Clarke President, Principal Executive - ------------------------- Officer and Director Robert F. Clarke /s/ Robert F. Mougeot Financial Vice President and - ------------------------- Principal Financial Officer Robert F. Mougeot /s/ Curtis Y. Harada Controller and Principal - ------------------------- Accounting Officer Curtis Y. Harada /s/ Edwin L. Carter Director - ------------------------- Edwin L. Carter /s/ John D. Field Director - ------------------------- John D. Field /s/ Richard Henderson Director - ------------------------- Richard Henderson /s/ Ben F. Kaito Director - ------------------------- Ben F. Kaito /s/ Victor Hao Li Director - ------------------------- Victor Hao Li /s/ Bill D. Mills Director - ------------------------- Bill D. Mills /s/ A. Maurice Myers Director - ------------------------- A. Maurice Myers /s/ Ruth M. Ono Director - ------------------------- Ruth M. Ono 4 - ------------------------- Director Diane J. Plotts _________________________ Director Oswald K. Stender /s/ Kelvin H. Taketa Director - ------------------------- Kelvin H. Taketa /s/ Thurston Twigg-Smith Director - ------------------------- Thurston Twigg-Smith /s/ Jeffrey N. Watanabe Director - ------------------------- Jeffrey N. Watanabe /s/ Harwood D. Williamson Director - ------------------------- Harwood D. Williamson 5 -----END PRIVACY-ENHANCED MESSAGE-----