Hawaiian Electric Industries Capital Trust Ii Sample Contracts

Hawaiian Electric Industries Capital Trust Ii – HAWAIIAN ELECTRIC INDUSTRIES, INC. Officers’ Certificate Pursuant to Sections 2.01 and 13.06 of the Indenture (November 5th, 2008)

The undersigned hereby certify, pursuant to the Indenture for Junior Subordinated Debentures, dated as of _______________, ______ (the “Indenture”), between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”), that:

Hawaiian Electric Industries Capital Trust Ii – HAWAIIAN ELECTRIC INDUSTRIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FORM OF SENIOR INDENTURE Dated as of (November 5th, 2008)

THIS INDENTURE, dated as of between HAWAIIAN ELECTRIC INDUSTRIES, INC., a Hawaii corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”),

Hawaiian Electric Industries Capital Trust Ii – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST III (November 5th, 2008)

THIS Certificate of Amendment to Certificate of Trust of Hawaiian Electric Industries Capital Trust III (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the Certificate of Trust of the Trust which was filed on December 23, 1996, as heretofore amended, (the “Certificate of Trust”), with the Secretary of State of the State of Delaware under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.)(the “Act”).

Hawaiian Electric Industries Capital Trust Ii – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST OF HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST II (November 5th, 2008)

THIS Certificate of Amendment to Certificate of Trust of Hawaiian Electric Industries Capital Trust II (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the Certificate of Trust of the Trust which was filed on December 23, 1996, as heretofore amended, (the “Certificate of Trust”), with the Secretary of State of the State of Delaware under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.)(the “Act”).

Hawaiian Electric Industries Capital Trust Ii – HAWAIIAN ELECTRIC INDUSTRIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FORM OF JUNIOR INDENTURE Dated as of (November 5th, 2008)

THIS INDENTURE, is dated as of the ___ day of , ___, between HAWAIIAN ELECTRIC INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Hawaii (hereinafter sometimes referred to as the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Trustee (hereinafter sometimes referred to as the “Trustee”):

Hawaiian Electric Industries Capital Trust Ii – FORM OF TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT HAWAIIAN ELECTRIC INDUSTRIES DATED AS OF __________ (November 5th, 2008)

This TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (this “Trust Guarantee”), dated as of , is executed and delivered by Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Guarantor” or the “Company”), and U.S. Bank National Association, a national banking corporation, as trustee (the “Trust Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of Hawaiian Electric Industries Capital Trust , a Delaware statutory trust (the “Trust”).