Exhibit 4.4

HAWAIIAN ELECTRIC INDUSTRIES, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of [Date] ( the “Date of Grant”), by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”) and [Name] , an employee of the Company or of a Subsidiary of the Company (the “Employee”).  Capitalized terms not defined herein shall have the meanings assigned to them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc. (the “Plan”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors or a subcommittee thereof (the “Committee”), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant to the Employee an option to acquire shares of the Common Stock of the Company pursuant to the Plan as an inducement to the Employee to remain in the service of the Company or its Subsidiary and as a long-term incentive for sustained high levels of performance for the Company and its Subsidiaries; and

WHEREAS, the Committee has instructed the Company to issue said option, which the Committee has determined should be a “Non-Qualified Stock Option” as authorized under the Plan, pursuant to the terms and conditions set forth herein (the “Option”);

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

GRANT OF OPTION

Section 1.1 - Grant of Option

In consideration of the Employee’s continued service to the Company or its Subsidiaries and for other good and valuable consideration, on the Date of Grant the Company grants to the Employee the option to purchase any part or all of an aggregate of [ Number of Shares ] shares of its Common Stock, subject to the vesting provisions and upon the terms and conditions set forth in this Agreement.

Section 1.2 - Purchase Price

The purchase price of the shares of Common Stock covered by the Option shall be [ share price ] per share, without commission or other charge, which is the Fair Market Value of the shares as of the Date of Grant.

Section 1.3 - Consideration to the Company

In consideration of the granting of the Option by the Company the Employee agrees to render faithful and efficient services to the Company and/or a Subsidiary, with such duties and responsibilities as the Company or the Subsidiary, as the case may be, shall from time to time prescribe, from the Date of Grant to the date of termination of employment.

Section 1.4 - Adjustments to the Option

The kind of securities, number of shares, purchase price and other terms and conditions of this option are subject to adjustment by the Committee in the event of any Change in Capitalization in accordance with the equitable adjustment provisions of Section 6 of the Plan.  Any such adjustment by the Committee shall be final and binding upon the Employee, the Company and all other interested persons.

ARTICLE II

PERIOD OF EXERCISABILITY

Section 2.1 - Commencement of Exercisability

(a)                                   The Option shall vest and become exercisable in four (4) cumulative installments, as follows:

(i)                                      The first installment shall consist of 25% of the shares covered by the Option and shall vest and become exercisable on the first anniversary of the Date of Grant.

(ii)                                   The second installment shall consist of 25% of the shares covered by the Option and shall vest and become exercisable on the second anniversary of the Date of Grant.

(iii)                                The third installment shall consist of 25% of the shares covered by the Option and shall vest and become exercisable on the third anniversary of the Date of Grant.

(iv)                               The fourth installment shall consist of 25% of the shares covered by the Option and shall vest and become exercisable on the fourth anniversary of the Date of Grant.

(b)                                  Except as set forth in Section 2.4, no portion of the Option which is unexercisable under the terms of this Agreement upon the Employee’s termination of employment shall thereafter become exercisable, unless the Committee, in its sole discretion, elects to accelerate the vesting of all or any portion of the unvested shares on the date of termination of employment.

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Section 2.2 - Duration of Exercisability

The installments provided for in Section 2.1 are cumulative.  Each such installment which becomes exercisable pursuant to Section 2.1 shall remain exercisable until it becomes unexercisable pursuant to Section 2.3.

Section 2.3 - Expiration of Option

The Option, to the extent vested and exercisable under Section 2.1 or Section 2.4, shall expire and may not be exercised to any extent by anyone after the first to occur of the following events:

(a)                                   The expiration of 10 years from the Date of Grant; or

(b)                                  The commencement of business on the date of the Employee’s termination of employment for Cause; or

(c)                                   The expiration of one year from the date of the Employee’s termination of employment for any reason other than Retirement, death, Disability, or Cause;

(d)                                  The expiration of three years from the date of the Employee’s termination of employment as a result of the Employee’s Retirement, death or Disability.

Section 2.4 — Acceleration of Exercisability

(a)                                   If the Employee’s termination of employment occurs as a result of Retirement, then upon such Retirement the Option shall become exercisable as to all shares covered thereby, notwithstanding that the Option may not yet have become fully exercisable under Section 2.1(a).

(b)                                  Notwithstanding the provisions of Section 2.1, in the event of a Change in Control of the Company the Option shall become fully vested and exercisable to the extent provided, and subject to the limitations set forth, in Section 12 of the Plan.

ARTICLE III

EXERCISE OF THE OPTION

Section 3.1 - Persons Eligible to Exercise

During the lifetime of the Employee, only the Employee (or the Employee’s guardian or legal representative) may exercise the Option, or any portion thereof.  After the death of the Employee any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable pursuant to Section 2.3, be exercised by the Employee’s personal representative or by any person empowered to do so under the Employee’s will or under the then applicable laws of descent and distribution.

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Section 3.2 - Partial Exercise

Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable pursuant to Section 2.3; provided, however, that each partial exercise shall be for not less than one thousand (1,000) shares (or minimum installment set forth in Section 2.1, if a smaller number of shares) and shall be for whole shares only.

Section 3.3 - Manner of Exercise

The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company of all of the following prior to the time when the Option or such portion becomes unexercisable pursuant to Section 2.3:

(a)                                   Notice in writing signed by the Employee or other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such notice complying with all applicable rules established by the Committee; and

(b)                                  Full payment for the shares with respect to which the Option or portion is exercised at the time of exercise in cash or its equivalent, including shares of Common Stock, acceptable to the Company in its discretion; and

(c)                                   In the event the Option or portion shall be exercised by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Section 3.4 - Manner of Payment

The purchase price for the shares of Common Stock with respect to which the Option (or portion thereof) is exercised may be paid in cash, by check, by assignment and delivery to the Company of unrestricted shares of Common Stock, by any combination of the foregoing equal in value to the exercise price, by means of a cashless exercise procedure through a broker acceptable to the Company or, to the extent authorized by the Company, by the withholding of shares of Common Stock that otherwise would be delivered upon exercise of the Option.  Any shares assigned and delivered to the Company in payment or partial payment of the purchase price shall be unrestricted and shall be valued at their Fair Market Value on the exercise date and, to the extent determined by the Committee to be necessary to avoid unfavorable accounting consequences, shall (x) have been owned by the Employee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Common Stock as to which such Option shall be exercised.

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Section 3.5 - Conditions to Issuance of Shares

The shares of Common Stock deliverable upon the exercise of the Option, or any part thereof, may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.  Such shares shall be fully paid and nonassessable.  Unless waived by the Committee, in its sole discretion, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon exercise of the Option or part thereof, or record any such issuance in the book-entry system of the Company, prior to fulfillment of all of the following conditions:

(a)                                   The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)                                  The completion of any registration or other qualification of such shares, or the completion of any arrangements necessary or advisable to qualify for an exemption from any such registration or other requirements, under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its sole discretion, deem necessary or advisable, including the completion of any reasonable action that the Committee may request the Employee to take in order to satisfy all such regulatory requirements; and

(c)                                   The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; and

(d)                                  The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; and

(e)                                   The receipt by the Company of full payment for such shares and the conclusion of any arrangements that may be required to satisfy the Company’s obligation to withhold taxes.

Section 3.6 - Rights as Shareholders

The holder of the Option shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares purchasable upon exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder or such holder’s ownership of such shares shall be recorded in the Company’s book-entry system.

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ARTICLE IV

MISCELLANEOUS

Section 4.1 - Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or the Option.

Section 4.2 - Options Not Transferable

Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of the Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 4.3 - Fractional Shares

Notwithstanding any other provision of this Agreement to the contrary, no fractional shares shall be issued upon exercise of the Option, but cash payment shall be made by the Company in lieu of fractional shares.

Section 4.4 - Withholding of Taxes

The Company may make such provisions as it deems appropriate to withhold any taxes the Company or any Subsidiary is required to withhold (including any amounts required to be withheld in order for the Company or any Subsidiary to obtain a tax deduction), or to require the Employee to take any action necessary to satisfy any withholding obligations of the Company, in connection with the grant or exercise of the Option, or in connection with the sale or other disposition of shares acquired upon exercise of the Option, and the Employee agrees to be bound by the same.  The Employee may satisfy any such withholding tax obligation by tendering a cash payment or, with the consent of the Company, by (a) authorizing the Company to withhold from the shares of Common Stock otherwise issuable to the Employee as a result of the exercise of the Option a number of shares having a Fair Market Value, as of the date the withholding tax obligation arises, less than or equal to the amount of the minimum statutory withholding tax obligation (with the tendering of cash for any shortfall) or (b) delivering to the

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Company already owned and unencumbered and unrestricted shares of Common Stock having a Fair Market Value, as of the date the withholding tax obligation arises, not less than or equal to the amount of the minimum withholding tax obligation.

Section 4.5 - Notices

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices to be given to such party.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 4.5.

Section 4.6 - Entire Agreement; Relationship to the Plan

This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every and any nature between them with respect to the subject matter hereof.  Except to the extent provided in Section 1.4 or 4.1 hereof or Section 8(h) of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee.  In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

Section 4.7 - Parties in Interest

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors in interest.

Section 4.8 - Severability

If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; provided, however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan and to avoid any such finding of invalidity, illegality or unenforceability.

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Section 4.9 - Headings

Headings in this Agreement are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section hereof.

Section 4.10 - Counterparts

This Agreement may be signed in two (2) or more counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 4.11 - Governing Law

This Agreement shall be governed by and construed according to the laws of the State of Hawaii without regard to its principles of conflict of laws.

Section 4.12 - Incorporation of Plan

The Plan is hereby incorporated by reference and made a part hereof, and the Option and this Agreement shall be subject to all terms and conditions of the Plan.

Section 4.13 - Agreement Not a Contract for Services

Neither the Plan, the granting of the Option, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Employee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate of the Company for any period of time or at any specific rate of compensation, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without Cause.

Section 4.14 - Representations

The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.  The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

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Section 4.15 - Acceptance

The Employee hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Employee has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement.  The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

Section 4.16 - Committee Action

Execution of this Agreement by the Chair or other member of the Committee signifies that this Agreement, the Option granted hereby and the conditions upon which the Option shall vest have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

Section 4.17 - No Limit on Other Arrangements

(a)                                   Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of any type of equity-based award (subject to stockholder approval if such approval is required).

(b)                                  Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Option granted under this Agreement.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary thereof as a result of any such action.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto effective as of the Date of Grant.

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Exhibit 4.5

HAWAIIAN ELECTRIC INDUSTRIES, INC.

STOCK APPRECIATION RIGHT AGREEMENT

THIS STOCK APPRECIATION RIGHT AGREEMENT (“Agreement”) is made and entered into as of [Date] (the “Date of Grant”), by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”) and [Name] , an employee of the Company or of a Subsidiary of the Company (the “Employee”).  Capitalized terms not defined herein shall have the meanings assigned to them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc. (the “Plan”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors or a subcommittee thereof (the “Committee”), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant to the Employee a stock appreciation right (“SAR”) pursuant to the Plan as an inducement to the Employee to remain in the service of the Company or its Subsidiary and as a long-term incentive for sustained high levels of performance for the Company and its Subsidiaries; and

WHEREAS, the Committee has instructed the Company to issue this SAR, as authorized under the Plan, pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

GRANT OF SAR

Section 1.1 - Grant of SAR

In consideration of the Employee’s continued service to the Company or its Subsidiaries and for other good and valuable consideration, on the Date of Grant the Company grants to the Employee a SAR covering any part or all of an aggregate of [Number of Shares] shares of its Common Stock, subject to the vesting provisions and upon the terms and conditions set forth in this Agreement.

Section 1.2 - Grant Price

The grant price of the shares of Common Stock covered by the SAR shall be [share price] per share, which is the Fair Market Value of the shares as of the Date of Grant.

Section 1.3 - Consideration to the Company

In consideration of the granting of the SAR by the Company the Employee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, from the Date of Grant to the date of termination of employment.

Section 1.4 - Adjustments to the SAR

The kind of securities, number of shares, grant price and other terms and conditions of the SAR are subject to adjustment by the Committee in the event of any Change in Capitalization in accordance with the equitable adjustment provisions of Section 6 of the Plan.  The SAR may be modified, in the discretion of the Committee both with regard to vesting schedule and termination, by leaves of absence, changes from full to part-time employment, partial disability or other changes in Employee’s status.  Any such adjustment or modification by the Committee shall be final and binding upon the Employee, the Company, and all other interested persons.

ARTICLE II

PERIOD OF EXERCISABILITY

Section 2.1 - Commencement of Exercisability

(a)                                   The SAR shall vest and become exercisable on the fourth anniversary of the Date of Grant.

(b)                                  Except as set forth in Section 2.3, no portion of the SAR which is unexercisable under the terms of this Agreement upon the Employee’s termination of employment shall thereafter become exercisable, unless the Committee, in its sole discretion, elects to accelerate the vesting of all or any portion of the unvested shares on the date of termination of employment.

Section 2.2 - Expiration of SAR

The SAR, to the extent vested and exercisable under Section 2.1 or Section 2.3, shall expire and may not be exercised to any extent by anyone after the first to occur of the following events:

(a)                                   The expiration of 10 years from the Date of Grant; or

(b)                                  The commencement of business on the date of the Employee’s termination of employment for Cause; or

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(c)                                   The expiration of one year from the date of the Employee’s termination of employment for any reason other than Retirement, death, Disability, or Cause;

(d)                                  The expiration of three years from the date of the Employee’s termination of employment as a result of the Employee’s Retirement, death or Disability.

Section 2.3 — Acceleration of Exercisability

(a)                                   If the Employee’s termination of employment occurs as a result of Retirement, then upon such retirement the SAR shall become exercisable as to all shares covered thereby, notwithstanding that the SAR may not yet have become fully exercisable under Section 2.1(a).

(b)                                  Notwithstanding the provisions of Section 2.1, in the event of a Change in Control of the Company the SAR shall become fully vested and exercisable to the extent provided, and subject to the limitations set forth, in Section 12 of the Plan.

ARTICLE III

EXERCISE OF THE SAR

Section 3.1 - Persons Eligible to Exercise

During the lifetime of the Employee, only the Employee (or the Employee’s guardian or legal representative) may exercise the SAR, or any portion thereof.  After the death of the Employee any exercisable portion of the SAR may, prior to the time when the SAR becomes unexercisable pursuant to Section 2.2, be exercised by the Employee’s personal representative or by any person empowered to do so under the Employee’s will or under the then applicable laws of descent and distribution.

Section 3.2 - Partial Exercise

Any exercisable portion of the SAR or the entire SAR, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the SAR or portion thereof becomes unexercisable pursuant to Section 2.2; provided, however, that each partial exercise shall be in respect of not less than one thousand (1,000) shares covered by the SAR (or minimum installment set forth in Section 2.1, if a smaller number of shares) and shall be for whole shares only.

Section 3.3 - Manner of Exercise

The SAR, or any exercisable portion thereof, may be exercised solely by delivery to the Company of all of the following prior to the time when the SAR or such portion becomes unexercisable pursuant to Section 2.2:

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(a)                                   Notice in writing signed by the Employee or other person then entitled to exercise the SAR or portion, stating that the SAR or portion is thereby exercised, such notice complying with all applicable rules established by the Committee; and

(b)                                  In the event the SAR or portion shall be exercised by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the SAR.

Section 3.4 - Payment Upon Exercise

Upon exercise of the SAR (or portion thereof), subject to Section 5.5, the Employee shall be entitled to receive an amount equal to the excess of the Fair Market Value per share as of the date of exercise over the price per share specified in the SAR multiplied by the number of shares in respect of which the SAR is being exercised, with such amount to be paid [in shares of Common Stock of equivalent value on the payment date, with any fractional share to be paid in cash] [in cash] [       % in shares of common stock and the balance, including any fractional share, in cash].

Section 3.5 - Conditions to Issuance of Shares

The shares of Common Stock deliverable upon the exercise of the SAR, or any part thereof, may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company.  Such shares shall be fully paid and nonassessable.  Unless waived by the Committee, in its sole discretion, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock upon exercise of the SAR or part thereof, or record any such issuance in the book-entry system of the Company, prior to fulfillment of all of the following conditions:

(a)                                   The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and

(b)                                  The completion of any registration or other qualification of such shares, or the completion of any arrangements necessary or advisable to qualify for an exemption from any such registration or other requirements, under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its sole discretion, deem necessary or advisable, including the completion of any reasonable action that the Committee may request the Employee to take in order to satisfy all such regulatory requirements; and

(c)                                   The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; and

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(d)                                  The lapse of such reasonable period of time following the exercise of the SAR as the Committee may from time to time establish for reasons of administrative convenience; and

(e)                                   The conclusion of any arrangements that may be required to satisfy the Company’s obligation to withhold taxes.

Section 3.6 - Rights as Shareholders

The holder of the SAR shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares issuable upon exercise of any part of the SAR unless and until certificates representing such shares shall have been issued by the Company to such holder or such holder’s ownership of such shares shall be recorded in the Company’s book-entry system.

ARTICLE IV

MISCELLANEOUS

Section 4.1 - Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or the SAR.

Section 4.2 - SAR Not Transferable

Neither the SAR nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of the Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

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Section 4.3 - Fractional Shares

Notwithstanding any other provision of this Agreement to the contrary, no fractional shares shall be issued upon exercise of the SAR, but cash payment shall be made by the Company in lieu of fractional shares.

Section 4.4 - Withholding of Taxes

The Company may make such provisions as it deems appropriate to withhold any taxes the Company or any Subsidiary is required to withhold (including any amounts required to be withheld in order for the Company or any Subsidiary to obtain a tax deduction), or to require the Employee to take any action necessary to satisfy any withholding obligations of the Company, in connection with the grant or exercise of the SAR, or in connection with the sale or other disposition of shares acquired upon exercise of the SAR, and the Employee agrees to be bound by the same.  The Employee may satisfy any such withholding tax obligation by tendering a cash payment or authorizing the Company to withhold such cash from the amount otherwise to be delivered to the Employee upon exercise of the SAR or, with the consent of the Company, by (a) authorizing the Company to withhold from the shares of Common Stock otherwise issuable to the Employee as a result of the exercise of the SAR a number of shares having a Fair Market Value, as of the date the statutory withholding tax obligation arises, less than or equal to the amount of the minimum statutory withholding tax obligation (with the tendering of cash for any shortfall) or (b) delivering to the Company already owned and unencumbered and unrestricted shares of Common Stock having a Fair Market Value, as of the date the withholding tax obligation arises, not less than or equal to the amount of the minimum withholding tax obligation.

Section 4.5 - Notices

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices to be given to such party.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 4.5.

Section 4.6 - Entire Agreement; Relationship to the Plan

This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every

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and any nature between them with respect to the subject matter hereof.  Except to the extent provided in Section 1.4 or 4.1 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee.  In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

Section 4.7 - Parties in Interest

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors in interest.

Section 4.8 - Severability

If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; provided, however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan and to avoid any such finding of invalidity, illegality or unenforceability.

Section 4.9 - Headings

Headings in this Agreement are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section hereof.

Section 4.10 - Counterparts

This Agreement may be signed in two (2) or more counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 4.11 - Governing Law

This Agreement shall be governed by and construed according to the laws of the State of Hawaii without regard to its principles of conflict of laws.

Section 4.12 - Incorporation of Plan

The Plan is hereby incorporated by reference and made a part hereof, and the SAR and this Agreement shall be subject to all terms and conditions of the Plan.

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Section 4.13 - Agreement Not a Contract for Services

Neither the Plan, the granting of the SAR, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Employee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate of the Company for any period of time or at any specific rate of compensation, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without Cause.

Section 4.14 - Representations

The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.  The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

Section 4.15 - Acceptance

The Employee hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Employee has read and understands the terms and provisions thereof, and accepts the SAR subject to all the terms and conditions of the Plan and this Agreement.  The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

Section 4.16 - Committee Action

Execution of this Agreement by the Chair or other member of the Committee signifies that this Agreement, the SAR granted hereby and the conditions upon which the SAR shall vest have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

Section 4.17 - No Limit on Other Arrangements

(a)                                   Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of any type of equity-based award (subject to stockholder approval if such approval is required).

(b)                                  Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from taking any corporate action which is deemed by it to be

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appropriate or in its best interest, whether or not such action would have an adverse effect on the SAR granted under this Agreement.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary thereof as a result of any such action.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto effective as of the Date of Grant.

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Exhibit 4.6

RESTRICTED SHARES AGREEMENT

PURSUANT TO

THE 2010 EQUITY AND INCENTIVE PLAN OF

HAWAIIAN ELECTRIC INDUSTRIES, INC.

This Restricted Shares Agreement (“Agreement”) is made and entered into as of [Date] (the “Date of Grant”), by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and [Name] (the “Employee”).  Capitalized terms not defined herein shall have the meanings assigned to them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc., as amended (the “Plan”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors or a subcommittee thereof (hereinafter referred to as the “Committee”), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant to the Employee restricted shares pursuant to the Plan as an inducement to the Employee to remain in the service of the Company or its Subsidiary and as a long-term incentive for sustained high levels of performance for the Company and its Subsidiaries; and

WHEREAS, the Committee has instructed the Company to issue said restricted shares, as authorized under the Plan, pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.                                        Number of Shares; Escrow .  The Company hereby grants to the Employee [number of shares] restricted shares of Common Stock (the “Restricted Shares”), subject to all of the terms and conditions of this Agreement and the Plan.  Subject to Section 5 hereof, such Restricted Shares shall be evidenced by stock certificates, which certificates shall be registered in the name of the Employee and shall bear the restrictive legends described in Section 6 hereof.  The stock certificates representing the Restricted Shares shall be endorsed in blank and deposited by Employee with the Secretary of the Company and shall be held in escrow by the Secretary as escrow holder until the restrictions on such shares shall have been satisfied or lapsed.  The Employee shall also deposit with the Secretary as escrow holder any stock, securities or other property which the Employee is entitled to receive with respect to the Restricted Shares granted to Employee by reason of any of the events described in Section 3 (other than cash dividends received), and such stock, securities and other property will be subject to the same restrictions imposed on the Restricted Shares until the lapse of such restrictions in accordance with this Agreement.

2.                                        Lapse of Restrictions .  Subject to Section 4 below, the restrictions on transfer set forth in Section 6 hereof shall lapse in accordance with the schedule attached hereto as Exhibit A .  Upon each lapse of restrictions relating to the Restricted Shares, the Company shall issue to the Employee (or the Employee’s beneficiary designated on the form attached hereto as Exhibit B , as the case may be), net of any withholding of taxes in accordance with Section 10 below, a stock certificate representing one share of Common Stock, free of the

restrictive legend described in Section 6 hereof, in exchange for each Restricted Share with respect to which such restrictions have lapsed.  The Employee shall provide any signatures and instruments of transfer with respect to the certificates held in escrow by the Secretary to permit cancellation of such legended certificates prior to the issuance by the Company of unlegended certificates representing shares as to which restrictions have lapsed.  If, notwithstanding the escrow requirement described above, certificates representing such Restricted Shares shall have theretofore been delivered to the Employee, the stock certificate representing such Restricted Shares shall be returned to the Company, complete with any necessary signatures or instruments of transfer, prior to the issuance by the Company of such unlegended certificate representing unrestricted shares of Common Stock.

3.                                        Adjustments and Modifications .  In the event of a Change in Capitalization, an appropriate and proportionate equitable adjustment shall be made in accordance with Section 6 of the Plan in the number and kind of Restricted Shares subject to this Agreement.  The Company will make cash payments in lieu of any fractional shares.  This Agreement may also be modified, in the discretion of the Committee, both with regard to the Vesting Schedule attached as Exhibit A hereto and termination, by leaves of absence, changes from full to part time employment, partial disability or other changes in Employee’s status.

4.                                        Termination of Service .

(a)                                   If the Employee’s employment or service with the Company or any Subsidiary is terminated for any reason (including, but not limited to, voluntary termination by Employee, termination without Cause (including, but not limited to, termination due to elimination of Employee’s position) and Retirement) other than death or Disability, the Employee shall forfeit any or all of the Restricted Shares for which the restrictions on transfer set forth in Section 6 hereof and Exhibit A hereto and Section 10 of the Plan have not yet lapsed (the “Unvested Shares”).

(b)                                  If the Employee’s employment or service with the Company or any subsidiary is terminated by reason of death or Disability, then restrictions based on lapse of time shall be deemed to have lapsed pro rata based on a ratio in which the numerator is the number of completed months of the remaining restrictions that have elapsed from the Date of Grant to the date of termination and the denominator is the total number of months of the remaining restrictions from the Date of Grant to the date the restrictions lapse in accordance with Exhibit A hereto and the Employee shall be entitled to receive an unlegended certificate representing the number of shares of Common Stock, if any, as to which restrictions shall thus have been deemed to be satisfied and lapsed, and the Employee shall forfeit all remaining Unvested Shares.  As used in this Agreement, a “month” is a calendar month, and a “completed month” requires employment or service from the first day through the last day of the month.  However, in that calendar month in which the Restricted Shares are granted, a completed month only requires employment or service from the Date of Grant through the last day of that month.

(c)                                   Except as provided in Sections 4(a) and 4(b) hereof, the restrictions on transfer of Unvested Shares shall otherwise terminate in accordance with the schedule for the lapse of the restrictions on transfer set forth in Exhibit A hereto.

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5.                                        Transfer of the Unvested Shares upon Forfeiture .  The Employee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer to the Company of the Unvested Shares that have been forfeited by the Employee.

6.                                        Legend on Certificates .  The Employee agrees that any certificates issued for Restricted Shares (including shares received as a result of stock dividends, stock splits or other forms of recapitalization) prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF FORFEITURE (THE “RESTRICTIONS”) AS SET FORTH IN THE 2010 EQUITY AND INCENTIVE PLAN OF HAWAIIAN ELECTRIC INDUSTRIES, INC. AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND HAWAIIAN ELECTRIC INDUSTRIES, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.  ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, ALIENATION, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

7.                                        Notices .  All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 7, either party may hereafter designate a different address for notices to be given to such party.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 7.

8.                                        Rights as a Stockholder .  Subject to the restrictions set forth in the Plan and this Agreement, the Employee shall possess all incidents of ownership with respect to the Restricted Shares, including the right to receive dividends with respect to such Restricted Shares and to vote such Restricted Shares.  With respect to Restricted Shares that are still subject to the restrictions set forth in Section 6 hereof, property that the Employee is entitled to receive with respect to such Restricted Shares by reason of an event described in Section 3 herein (other than cash dividends received) shall be subject to the restrictions imposed on such Restricted Shares.

9.                                        Protections Against Violations of Agreement .  No purported sale, assignment, mortgage, hypothecation, alienation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Shares by any holder thereof in violation of the provisions of this Agreement or

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the Plan will be valid, and the Company will not transfer any of such Restricted Shares on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company.  The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

10.                                  Taxes .  The Employee shall pay to the Company promptly upon request, and in any event at the time the Employee recognizes taxable income with respect to the Restricted Shares (or, if the Employee makes an election under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with such grant), an amount of taxes the Company determines is the statutory minimum it is required to withhold under applicable tax laws with respect to the Restricted Shares.  The Employee may satisfy the foregoing requirement by making a payment to the Company in cash or, with the consent of the Company, by delivering already owned unrestricted shares of Common Stock, in each case, having a value equal to the minimum amount of tax required to be withheld.  The Company may also withhold such amount from the Employee’s cash compensation or the shares of unrestricted Common Stock otherwise deliverable to the Employee.  Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.  Fractional share amounts shall be settled in cash.  The Employee shall promptly notify the Company of any election made pursuant to section 83(b) of the Code.  A form of such election is attached hereto as Exhibit C .

THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE EMPLOYEE’S BEHALF.

11.                                  Failure to Enforce Not a Waiver .  The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

12.                                  Governing Law .  This Agreement shall be governed by and construed according to the laws of the State of Hawaii without regard to its principles of conflict of laws.

13.                                  Incorporation of Plan .  The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Shares and this Agreement shall be subject to all terms and conditions of the Plan.

14.                                  Entire Agreement; Relationship to the Plan .  This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every and any nature between them with respect to the subject matter hereof.  Except to the extent provided in Section 3 or 17 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the

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Company and the Employee.  In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

15.                                  Survival of Terms .  This Agreement shall apply to and bind the Employee, the Employee’s heirs, legatees, executors and administrators, the Company and the Company’s legal successors.

16.                                  Agreement Not a Contract for Services .  Neither the Plan, the granting of the Restricted Shares, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Employee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate of the Company for any period of time or at any specific rate of compensation, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without Cause.

17.                                  Authority of the Committee .  The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement.  The determination of the Committee as to any such matter of interpretation or construction, including as to any adjustment or related matter under Section 3 or any matter under Section 4, shall be final, binding and conclusive.

18.                                  Representations .  The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.  The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

19.                                  Acceptance .  The Employee hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Employee has read and understands the terms and provisions thereof, and accepts the Restricted Shares subject to all the terms and conditions of the Plan and this Agreement.  The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

20.                                  Execution of Agreement; Committee Action .  No certificates representing Restricted Shares of Common Stock shall be issued to Employee until this Agreement shall have been signed by an officer of the Company and by the Chair or other member of the Committee, such execution on behalf of the Committee to signify that this Agreement, the award of Restricted Shares made hereby and the conditions upon which the restrictions on the Restricted Shares shall lapse or be satisfied, have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

21.                                  Severability .  If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; provided, however, to the

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extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan and to avoid any such finding of invalidity, illegality or unenforceability.

22.                                  Headings .  Headings in this Agreement are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section hereof.

23.                                  No Limit on Other Arrangements .

(a)                                   Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of any type of equity-based award (subject to stockholder approval if such approval is required).

(b)                                  Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Restricted Shares granted under this Agreement.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary thereof as a result of any such action.

24.                                  Signature in Counterparts .  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Date of Grant.

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Exhibit A

VESTING SCHEDULE

Subject to Sections 10 and 12 of the Plan and Section 4 of the Agreement to which this Exhibit A is attached, the restrictions on transfer set forth in Section 6 hereof and Section 10 of the Plan shall lapse if:

Employee is continually employed by HEI or its Subsidiaries from the date of the Agreement to which this Exhibit A is attached through [DATE] .

Exhibit B

BENEFICIARY DESIGNATION

This beneficiary designation is made in accordance with the Agreement to which this Exhibit B is attached, the Employee hereby makes an:

o   INITIAL DESIGNATION OF BENEFICIARY

OR

o   REVISED DESIGNATION OF BENEFICIARY

I hereby direct that, in the event of my death prior to delivery of the stock certificates contemplated to be delivered by the Agreement to which this Beneficiary Designation is attached, such stock certificates be issued in the name of and be delivered to, and any cash amounts payable in accordance with the Agreement be paid to:

This beneficiary designation revokes any and all other beneficiary designations under the Agreement made prior to the date of this designation.

By signing below, I acknowledge that I have read and understood the foregoing.

Receipt acknowledged

Hawaiian Electric Industries, Inc.

Exhibit C

ELECTION UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1.                                        The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER:

ADDRESS:

IDENTIFICATION OR SOCIAL SECURITY NO. OF TAXPAYER:

TAXABLE YEAR:

2.                                        The property with respect to which the election is made is described as follows:                shares (the “Shares”) of the Common Stock of Hawaiian Electric Industries, Inc. (the “Company”).

3.                                        The date on which the property was transferred is:                                , 20      .

4.                                        The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company.  These restrictions lapse upon the satisfaction of certain conditions in such agreement.

5.                                        The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:  $                 .

6.                                        The amount (if any) paid for such property is:  $                             .

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property.  The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Exhibit 4.7

PERFORMANCE SHARES AGREEMENT

PURSUANT TO

THE 2010 EQUITY AND INCENTIVE PLAN OF

HAWAIIAN ELECTRIC INDUSTRIES, INC.

This Performance Shares Agreement (“Agreement”) is made and entered into as of [Date] (the “Date of Grant”), by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and [Name] (the “Employee”).  Capitalized terms not defined herein shall have the meanings assigned to them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc., as amended (the “Plan”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors or a subcommittee thereof (hereinafter referred to as the “Committee”), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant to the Employee performance shares pursuant to the Plan as an inducement to the Employee to remain in the service of the Company or its Subsidiary and as a long-term incentive for sustained high levels of performance for the Company and its Subsidiaries; and

WHEREAS, the Committee has instructed the Company to issue said performance shares, as authorized under the Plan, pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.                                        Number of Shares; Escrow .  The Company hereby grants to the Employee [number of shares] performance shares of Common Stock (the “Performance Shares”), subject to all of the terms and conditions of this Agreement and the Plan.  Subject to Section 5 hereof, such Performance Shares shall be evidenced by stock certificates, which certificates shall be registered in the name of the Employee and shall bear the restrictive legends described in Section 6 hereof.  The stock certificates representing the Performance Shares shall be endorsed in blank and deposited by Employee with the Secretary of the Company and shall be held in escrow by the Secretary as escrow holder until the restrictions on such shares shall have been satisfied or lapsed.  The Employee shall also deposit with the Secretary as escrow holder any stock, securities or other property which the Employee is entitled to receive with respect to the Performance Shares granted to Employee by reason of any of the events described in Section 3 (other than cash dividends received), and such stock, securities and other property will be subject to the same restrictions imposed on the Performance Shares until the lapse of such restrictions in accordance with this Agreement.

2.                                        Lapse of Restrictions .  Subject to Section 4 below, the restrictions on transfer set forth in Section 6 hereof shall lapse in accordance with the schedule attached hereto as Exhibit A .  Upon each lapse of restrictions relating to the Performance Shares, the Company shall issue to the Employee (or the Employee’s beneficiary designated on the form attached

hereto as Exhibit B , as the case may be), net of any withholding for taxes in accordance with Section 10 below, a stock certificate representing one share of Common Stock, free of the restrictive legend described in Section 6 hereof, in exchange for each Performance Share with respect to which such restrictions have lapsed.  The Employee shall provide any signatures and instruments of transfer with respect to the certificates held in escrow by the Secretary to permit cancellation of such legended certificates prior to the issuance by the Company of unlegended certificates representing shares as to which restrictions have lapsed.  If, notwithstanding the escrow requirement described above, certificates representing such Performance Shares shall have theretofore been delivered to the Employee, the stock certificate representing such Performance Shares shall be returned to the Company, complete with any necessary signatures or instruments of transfer, prior to the issuance by the Company of such unlegended certificate representing unrestricted shares of Common Stock.

3.                                        Adjustments and Modifications .  In the event of a Change in Capitalization, an appropriate and proportionate equitable adjustment shall be made in accordance with Section 6 of the Plan in the number and kind of Performance Shares subject to this Agreement.  The Company will make cash payments in lieu of any fractional shares.  This Agreement may also be modified, in the discretion of the Committee, both with regard to the Vesting Schedule attached as Exhibit A hereto and termination, by leaves of absence, changes from full to part time employment, partial disability or other changes in Employee’s status.

4.                                        Termination of Service .

(a)                                   If the Employee’s employment or service with the Company or any Subsidiary is terminated for any reason (including, but not limited to, voluntary termination by Employee or termination without Cause (including, but not limited to, termination due to elimination of Employee’s position)) other than death, Disability or Retirement, the Employee shall forfeit any or all of the Performance Shares for which the restrictions on transfer set forth in Section 6 hereof and Exhibit A hereto and Section 10 of the Plan have not yet lapsed (the “Unvested Shares”).

(b)                                  If the Employee’s employment or service with the Company or any subsidiary is terminated by reason of death, Disability or Retirement, then (i) restrictions on transfer based on Performance Goals shall lapse based on actual performance during the full performance period and (ii) restrictions based on lapse of time shall be deemed to have lapsed pro rata based on a ratio in which the numerator is the number of completed months of the remaining restrictions that have elapsed from the Date of Grant to the date of termination and the denominator is the total number of months of the remaining restrictions from the Date of Grant to the date the restrictions lapse in accordance with Exhibit A hereto and the Employee shall be entitled to receive an unlegended certificate representing the number of shares of Common Stock, if any, as to which restrictions shall have been satisfied and lapsed, and the Employee shall forfeit all remaining Unvested Shares.  As used in this Agreement, a “month” is a calendar month, and a “completed month” requires employment or service from the first day through the last day of the month.  However, in that calendar month in which the Performance Shares are granted, a completed month only requires employment or service from the Date of Grant through the last day of that month.

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(c)                                   Except as provided in Sections 4(a) and 4(b) hereof, the restrictions on transfer of Unvested Shares shall otherwise terminate in accordance with the schedule for the lapse of the restrictions on transfer set forth in Exhibit A hereto.

5.                                        Transfer of the Unvested Shares upon Forfeiture .  The Employee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer to the Company of the Unvested Shares that have been forfeited by the Employee.

6.                                        Legend on Certificates .  The Employee agrees that any certificates issued for Performance Shares (including shares received as a result of stock dividends, stock splits or other forms of recapitalization) prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF FORFEITURE (THE “RESTRICTIONS”) AS SET FORTH IN THE 2010 EQUITY AND INCENTIVE PLAN OF HAWAIIAN ELECTRIC INDUSTRIES, INC. AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND HAWAIIAN ELECTRIC INDUSTRIES, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY.  ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, ALIENATION, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

7.                                        Notices .  All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 7, either party may hereafter designate a different address for notices to be given to such party.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 7.

8.                                        Rights as a Stockholder .  Subject to the restrictions set forth in the Plan and this Agreement, the Employee shall possess all incidents of ownership with respect to the Performance Shares, including the right to receive dividends with respect to such Performance Shares and to vote such Performance Shares.  With respect to Performance Shares that are still subject to the restrictions set forth in Section 6 hereof, property that the Employee is entitled to receive with respect to such Performance Shares by reason of an event described in Section 3 herein (other than cash dividends received) shall be subject to the restrictions imposed on such Performance Shares.

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9.                                        Protections Against Violations of Agreement .  No purported sale, assignment, mortgage, hypothecation, alienation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Performance Shares by any holder thereof in violation of the provisions of this Agreement or the Plan will be valid, and the Company will not transfer any of such Performance Shares on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company.  The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

10.                                  Taxes .  The Employee shall pay to the Company promptly upon request, and in any event at the time the Employee recognizes taxable income with respect to the Performance Shares (or, if the Employee makes an election under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with such grant), an amount of taxes the Company determines is the statutory minimum it is required to withhold under applicable tax laws with respect to the Performance Shares.  The Employee may satisfy the foregoing requirement by making a payment to the Company in cash or, with the consent of the Company, by delivering already owned unrestricted shares of Common Stock, in each case, having a value equal to the minimum amount of tax required to be withheld.  The Company may also withhold such amount from the Employee’s cash compensation or the shares of unrestricted Common Stock otherwise deliverable to the Employee.  Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.  Fractional share amounts shall be settled in cash.  The Employee shall promptly notify the Company of any election made pursuant to section 83(b) of the Code.  A form of such election is attached hereto as Exhibit C .

THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE EMPLOYEE’S BEHALF.

11.                                  Failure to Enforce Not a Waiver .  The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

12.                                  Governing Law .  This Agreement shall be governed by and construed according to the laws of the State of Hawaii without regard to its principles of conflict of laws.

13.                                  Incorporation of Plan .  The Plan is hereby incorporated by reference and made a part hereof, and the Performance Shares and this Agreement shall be subject to all terms and conditions of the Plan.

14.                                  Entire Agreement; Relationship to the Plan .  This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every and any nature between them with respect to the subject

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matter hereof.  Except to the extent provided in Section 3 or 17 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee.  In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

15.                                  Survival of Terms .  This Agreement shall apply to and bind the Employee, the Employee’s heirs, legatees, executors and administrators, the Company and the Company’s legal successors.

16.                                  Agreement Not a Contract for Services .  Neither the Plan, the granting of the Performance Shares, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Employee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate of the Company for any period of time or at any specific rate of compensation, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without Cause.

17.                                  Authority of the Committee .  The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement.  The determination of the Committee as to any such matter of interpretation or construction, including as to any adjustment or related matter under Section 3 or any matter under Section 4, shall be final, binding and conclusive.

18.                                  Representations .  The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement.  The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

19.                                  Acceptance .  The Employee hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Employee has read and understands the terms and provisions thereof, and accepts the Performance Shares subject to all the terms and conditions of the Plan and this Agreement.  The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the p lan and this Agreement.

20.                                  Execution of Agreement; Committee Action .  No certificates representing Performance Shares of Common Stock shall be issued to Employee until this Agreement shall have been signed by an officer of the Company and by the Chair or other member of the Committee, such execution on behalf of the Committee to signify that this Agreement, the award of Performance Shares made hereby and the conditions upon which the restrictions on the Performance Shares shall lapse or be satisfied, have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

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21.                                  Severability .  If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; provided, however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan and to avoid any such finding of invalidity, illegality or unenforceability.

22.                                  Headings .  Headings in this Agreement are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section hereof.

23.                                  No Limit on Other Arrangements .

(a)                                   Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of any type of equity-based award (subject to stockholder approval if such approval is required).

(b)                                  Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Performance Shares granted under this Agreement.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary thereof as a result of any such action.

24.                                  Signature in Counterparts .  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Date of Grant.

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Exhibit A

VESTING SCHEDULE

Subject to Sections 10 and 12 of the Plan and Section 4 of the Agreement to which this Exhibit A is attached, the restrictions on transfer set forth in Section 6 hereof and Section 10 of the Plan shall lapse if:

Employee is continually employed by HEI or its Subsidiaries from the date of the Agreement to which this Exhibit A is attached through the [Date] ; and

The following Performance Goals are met:  [PERFORMANCE GOALS]

Exhibit B

BENEFICIARY DESIGNATION

This beneficiary designation is made in accordance with the Agreement to which this Exhibit B is attached, the Employee hereby makes an:

o   INITIAL DESIGNATION OF BENEFICIARY

OR

o   REVISED DESIGNATION OF BENEFICIARY

I hereby direct that, in the event of my death prior to delivery of the stock certificates contemplated to be delivered by the Agreement to which this Beneficiary Designation is attached, such stock certificates be issued in the name of and be delivered to, and any cash amounts payable in accordance with the Agreement be paid to:

This beneficiary designation revokes any and all other beneficiary designations under the Agreement made prior to the date of this designation.

By signing below, I acknowledge that I have read and understood the foregoing.

Receipt acknowledged

Hawaiian Electric Industries, Inc.

Exhibit C

ELECTION UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1.                                        The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER:

ADDRESS:

IDENTIFICATION OR SOCIAL SECURITY NO. OF TAXPAYER:

TAXABLE YEAR:

2.                                        The property with respect to which the election is made is described as follows:                shares (the “Shares”) of the Common Stock of Hawaiian Electric Industries, Inc. (the “Company”).

3.                                        The date on which the property was transferred is:                                , 20      .

4.                                        The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company.  These restrictions lapse upon the satisfaction of certain conditions in such agreement.

5.                                        The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:  $                 .

6.                                        The amount (if any) paid for such property is:  $                             .

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property.  The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Exhibit 4.8

DEFERRED SHARES AGREEMENT

PURSUANT TO

THE 2010 EQUITY AND INCENTIVE PLAN

OF

HAWAIIAN ELECTRIC INDUSTRIES, INC.

This Deferred Shares Agreement (“Agreement”) is made and entered into as of [Date] (the “Date of Grant”), by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and [Name] (the “Employee”). Capitalized terms not defined herein shall have the meanings assigned to them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc., as amended (the “Plan”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors or a subcommittee thereof (hereinafter referred to as the “Committee”), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant to the Employee deferred shares pursuant to the Plan as an inducement to the Employee to remain in the service of the Company or its Subsidiaries and as a long-term incentive for sustained high levels of performance for the Company and its Subsidiaries; and

WHEREAS, the Committee has instructed the Company to issue said deferred shares as authorized under the Plan, pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.             Number of Units .  The Company hereby grants to the Employee [number of shares] deferred shares (the “Deferred Shares”), subject to all of the terms and conditions of this Agreement and the Plan.

2.             Lapse of Restrictions; Settlement .  Subject to Section 4 below, the restrictions with respect to the Deferred Shares shall lapse in accordance with the schedule attached hereto as Exhibit A .  Upon the lapse of restrictions relating to a Deferred Share, the Company shall, no later than sixty (60) days following the date on which such restrictions lapse, issue to the Employee (or the Employee’s beneficiary designated on the form attached hereto as Exhibit B , as the case may be), net of any withholding for taxes in accordance with Section 8 below, one share of Common Stock (in either certificated or book entry form) in settlement of each Deferred Share with respect to which such restrictions have lapsed.

3.             Adjustments and Modifications .  In the event of a Change in Capitalization, an appropriate and proportionate equitable adjustment shall be made in accordance with Section 6 of the Plan in the number of Deferred Shares subject to this Agreement. The Company will make cash payments in settlement of any fractional shares at the time the shares of Common Stock are issued.  This Agreement may also be modified, in the discretion of the Committee, both with regard to the Vesting Schedule attached as Exhibit A hereto and termination, by leaves of absence, changes from full to part time employment, partial disability or other changes in Employee’s status.

4.             Termination of Service .

(a)           If the Employee’s employment or service with the Company or any Subsidiary is terminated for any reason (including, but not limited to, voluntary termination by Employee and termination of Employee without Cause, including, but not limited to, termination due to elimination of Employee’s position) other than death, Disability or Retirement, the Employee shall forfeit any or all of the Deferred Shares for which the restrictions have not yet lapsed (the “Unvested Shares”).

(b)           If the Employee’s employment or service with the Company or any Subsidiary is terminated by reason of death, Disability or Retirement, then (i) restrictions based on Performance Goals, if any,  shall lapse based on actual performance during the full performance period and (ii) restrictions based on lapse of time shall be deemed to have lapsed pro-rata based on a ratio in which the numerator is the number of completed months from the Date of Grant to the date of termination and the denominator is the total number of months from the Date of Grant to the date the restrictions lapse in accordance with the schedule set forth in Exhibit A hereto, and the Employee shall forfeit all remaining Unvested Shares.  As used in this Agreement, a “month” is a calendar month, and a “completed month” requires employment or service from the first day through the last day of the month.  However, in that calendar month in which the Deferred Shares are granted, a completed month only requires employment or service from the Date of Grant through the last day of that month.

(c)           Except as provided in Sections 4(a) and 4(b) hereof, the restrictions on Unvested Shares shall otherwise terminate in accordance with the schedule for the lapse of the restrictions set forth in Exhibit A hereto.

5.             Notices .  All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, facsimile or first class mail and shall be deemed to have been duly given upon hand delivery, or three days after mailing or 24 hours after transmission by facsimile.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 5, either party may hereafter designate a different address for notices to be given to such party.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.

6.             Rights as a Stockholder .  Subject to the restrictions set forth in the Plan and this Agreement, the Employee shall not have any of the rights or privileges of a stockholder of the Company with respect to the Deferred Shares granted pursuant to this Agreement unless and until shares of Common Stock have been issued and delivered to the Employee following the lapse of restrictions on such Deferred Shares.  Notwithstanding the foregoing, the Employee shall have the right to receive dividends with respect to the Deferred Shares, which dividends shall accumulate and be paid upon the delivery of the underlying shares of Common Stock in accordance with Section 2 hereof.  The dividends shall be calculated as follows:  on each date that a cash dividend is paid by the Company while the Deferred Shares are outstanding, the

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Employee shall be credited with an amount in cash equal to the aggregate dollar amount of the cash dividends that would have been paid on the Deferred Shares had the Deferred Shares been issued as shares of Common Stock on the date of the dividend. The amount of the cash dividends credited to the Employee pursuant to this Section 6 shall be subject to the same terms and conditions as are applicable to the Deferred Shares awarded hereunder (including without limitation as to time of vesting and payment) and may be reduced to satisfy any or all of a Employee’s tax liabilities owed in connection with the Deferred Shares granted pursuant to this Agreement.

7.             Protections Against Violations of Agreement .  No purported sale, assignment, mortgage, hypothecation, alienation, transfer, pledge, encumbrance, gift, transfer in trust or other disposition of, or creation of a security interest in or lien on, any of the Deferred Shares (or the underlying shares of Common Stock) by any holder thereof in violation of the provisions of this Agreement or the Plan will be valid, and the Company will not transfer any of such Deferred Shares on its books (or issue shares of Common Stock in settlement thereof), nor will any dividends be credited with respect thereto, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

8.             Taxes .  Upon the lapse of restrictions with respect to the Deferred Shares (and/or any later settlement thereof), the Company shall withhold from the shares of Common Stock issued and cash dividends otherwise payable to the Employee an amount of taxes that the Company determines is the statutory minimum it is required to withhold under applicable tax laws with respect to the Deferred Shares and any cash dividends payable.  The amount withheld shall first be deducted from the cash dividends payable and, to the extent insufficient, then from the Common Stock that would otherwise be issued to the Employee.  The number of shares required to be withheld shall be based on the Fair Market Value of the Common Stock on the settlement date.  Any fractional share of Common Stock resulting from such withholding shall be paid in cash.

Upon the Employee’s attainment of Retirement eligibility before the lapse of restrictions, any employment taxes thereafter (but prior to the lapse of restrictions) payable by the Employee shall be satisfied by withholding from the Employee’s regular salary payable immediately following the date the employment tax obligation arises (and, to the extent insufficient, by cash payment by the Employee).

9.             Failure to Enforce Not a Waiver .  The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

10.           Governing Law .  This Agreement shall be governed by and construed according to the laws of the State of Hawaii without regard to its principles of conflict of laws.

11.           Incorporation of Plan .  The Plan is hereby incorporated by reference and made a part hereof, and the Deferred Shares and this Agreement shall be subject to all terms and conditions of the Plan.

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12.           Entire Agreement; Relationship to the Plan .  This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every and any nature between them with respect to the subject matter hereof.  Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee.  In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

13.           Survival of Terms .  This Agreement shall apply to and bind the Employee, the Employee’s heirs, legatees, executors and administrators, the Company and the Company’s legal successors.

14.           Agreement Not a Contract for Services .  Neither the Plan, the granting of the Deferred Shares, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Employee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate of the Company for any period of time or at any specific rate of compensation, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without Cause.

15.           Authority of the Committee .  The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction, including, without limitation, as to any adjustment or related matter under Section 3 hereof or any matter under Section 4 hereof, shall be final, binding and conclusive.

16.           Representations .  The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

17.           Acceptance .  The Employee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Employee has read and understands the terms and provisions thereof, and accepts the Deferred Shares subject to all of the terms and conditions of the Plan and this Agreement. The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

18.           Committee Action .  Execution of this Agreement by the Chair or other member of the Committee signifies that this Agreement, the award of Deferred Shares made hereby and the conditions upon which the restrictions on the Deferred Shares shall lapse or be satisfied have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

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19.           Section 409A .  To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A (“Section 409A”) of the Code.  This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A).  Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Employee under this Agreement which are payable upon the Employee’s termination of employment unless the Employee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.  To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following the Employee’s termination of employment shall instead be paid on the first business day after the date that is six months following the Employee’s termination of employment (or upon the Employee’s death, if earlier).

20.           Severability .  If one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; provided, however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan and to avoid any such finding of invalidity, illegality or unenforceability.

21.           Headings .  Headings in this Agreement are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section hereof.

22.           No Limit on Other Arrangements .

(a)           Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of any type of equity-based award (subject to stockholder approval if such approval is required).

(b)           Nothing contained in this Agreement shall be construed to prevent the Company or any Subsidiary thereof from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Deferred Shares granted under this Agreement.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary thereof as a result of any such action.

23.           Signature in Counterparts .  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

5

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Date of Grant.

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Exhibit A

VESTING SCHEDULE

Subject to Sections 10 and 12 of the Plan and Section 4 of the Agreement to which this Exhibit A is attached, the restrictions on the Deferred Shares granted pursuant to this Agreement shall lapse if:

Employee is continually employed by the Company or its Subsidiaries from the Date of Grant through [DATE][ .] [ ;and ]

[The following Performance Goals are met:  PERFORMANCE GOALS.]

Exhibit B

BENEFICIARY DESIGNATION

This beneficiary designation is made in accordance with the Agreement to which this Exhibit B is attached, the Employee hereby makes an:

o   INITIAL DESIGNATION OF BENEFICIARY

OR

o   REVISED DESIGNATION OF BENEFICIARY

I hereby direct that, in the event of my death prior to delivery of the stock certificates contemplated to be delivered by the Agreement to which this Beneficiary Designation is attached, such stock certificates be issued in the name of and be delivered to, and any cash amounts payable in accordance with the Agreement be paid to:

This beneficiary designation revokes any and all other beneficiary designations under the Agreement made prior to the date of this designation.

By signing below, I acknowledge that I have read and understood the foregoing.

Receipt acknowledged

Hawaiian Electric Industries, Inc.