<PAGE>
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
<TABLE>
<CAPTION>
=========================================================================================================
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)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 350,000 Shares $33 3/8 $11,681,250 $4029
(without par value)(2)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(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.
_______________________________________________________________________________
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
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
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
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
</TABLE>
*By /s/ Robert F. Mougeot
---------------------------
Robert F. Mougeot
For himself and as Attorney-In-Fact for the
above mentioned officers and directors
II-6
<PAGE>
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
<PAGE>
EXHIBIT INDEX
The exhibits designated by an asterisk (*) are filed herein. The exhibits
not so designated are incorporated by reference to the indicated filing.
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ------------
<C> <S> <C>
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)
</TABLE>
1
<PAGE>
<TABLE>
<C> <S>
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
</TABLE>
2
<PAGE>
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)
<PAGE>
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)
<PAGE>
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-
<PAGE>
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.
<PAGE>
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-
<PAGE>
(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.
---------------
<PAGE>
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)
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
(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
<PAGE>
(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
<PAGE>
[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
<PAGE>
[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)
<PAGE>
[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
<PAGE>
[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)
<PAGE>
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)
<PAGE>
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.
<PAGE>
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.
<TABLE>
<S> <C>
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
</TABLE>
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
----------------------------
<PAGE>
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.
<PAGE>
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.
<TABLE>
<S> <C>
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
</TABLE>
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
---------------------------
<PAGE>
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)
<PAGE>
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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
[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)
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
/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
<PAGE>
- ------------------------- 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
