0001193125-09-041009 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services • Hawaii

THIS AGREEMENT, dated as of [ ] (the “Effective Date”), is made by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and [ ] (the “Executive”).

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of February 6, 2009, by and among HAWAIIAN ELECTRIC COMPANY, INC. (the “Borrower”), the Lenders party hereto and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Administrative Agent for the Lenders.

FOURTEENTH AMENDMENT TO TRUST AGREEMENT BETWEEN HAWAIIAN ELECTRIC INDUSTRIES, INC. AND FIDELITY MANAGEMENT TRUST COMPANY
Trust Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services

THIS FOURTEENTH AMENDMENT TO TRUST AGREEMENT is made and entered into effective December 31, 2008, by and between Fidelity Management Trust Company (the “Trustee”) and Hawaiian Electric Industries, Inc. (the “Sponsor”);

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of October 20, 2006, by and among HAWAIIAN ELECTRIC COMPANY, INC. (the “Borrower”), the Lenders party hereto and THE BANK OF NEW YORK, as Administrative Agent for the Lenders.

THIRTEENTH AMENDMENT TO TRUST AGREEMENT BETWEEN HAWAIIAN ELECTRIC INDUSTRIES, INC. AND FIDELITY MANAGEMENT TRUST COMPANY
Trust Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services

THIS THIRTEENTH AMENDMENT TO TRUST AGREEMENT is made and entered into effective October 17, 2008, unless otherwise noted below, by and between Fidelity Management Trust Company (the “Trustee”) and Hawaiian Electric Industries, Inc. (the “Sponsor”);

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of February 6, 2009, by and among HAWAIIAN ELECTRIC INDUSTRIES, INC. (the “Borrower”), the Lenders party hereto and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Administrative Agent for the Lenders.

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE 1987 STOCK OPTION AND INCENTIVE PLAN OF HAWAIIAN ELECTRIC INDUSTRIES, INC.
Restricted Stock Unit Agreement • February 27th, 2009 • Hawaiian Electric Industries Inc • Electric services • Hawaii

This Restricted Stock Unit Agreement (this “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 “Participant”). Capitalized terms not defined herein shall have the meanings assigned to them in the 1987 Stock Option and Incentive Plan of Hawaiian Electric Industries, Inc., as amended (the “Plan”).

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