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                                                               HEI Exhibit 10.11
                                                               -----------------


                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
                      1990 Nonemployee Director Stock Plan,
                       as amended effective April 27, 1999


1.  Purposes of the Plan
    --------------------

          The purposes of the 1990 Nonemployee Director Stock Plan of Hawaiian
     Electric Industries, Inc. are to provide participating directors with
     additional incentives to improve the Company's performance by increasing
     the level of stock owned by nonemployee directors to reinforce the
     participating directors' role in enhancing stockholder value, and to
     provide an additional means of attracting and retaining nonemployee
     directors through the issuance of Common Stock under the Plan as
     compensation to Nonemployee Directors.


2.   Definitions
     -----------

          When used herein, the following terms shall have the respective
     meanings set forth below:

          (a) "Annual Retainer" means the annual retainer payable to all
     Nonemployee Directors as provided in Section 6 below (exclusive of any per
     meeting fees or expense reimbursements).

          (b) "Annual Meeting of Stockholders" means the annual meeting of
     stockholders of the Company or any Participating Company at which directors
     of the Company or the Participating Company, as the case may be, are
     elected.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Committee" means a committee whose members meet the requirements
     of Section 4(a) hereof, appointed from time to time by the Board to
     administer the Plan.

          (e) "Common Stock" means the common stock, without par value, of the
     Company.

          (f) "Company" means Hawaiian Electric Industries, Inc., a Hawaii
     corporation, and any successor corporation.

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          (g) "Company Director" means any person who is elected or appointed to
     the Board of Directors of the Company and who is not an Employee.

          (h) "Employee" means any officer or employee of the Company or any of
     its direct or indirect subsidiaries or affiliates (whether or not such
     subsidiary or affiliate participates in the Plan).

          (i) "Nonemployee Director" or "Participant" means any Company Director
     or Participating Company Director.

          (j) "Participating Company" means the Company and any direct or
     indirect subsidiary or affiliate of the Company whose participation in the
     Plan has been approved by such subsidiary's or affiliate's Board of
     Directors.

          (k) "Participating Company Director" means any person who is elected
     or appointed to the Board of Directors of any one or more Participating
     Companies other than the Company and who is not an Employee.

          (l) "Plan" means the Company's 1990 Nonemployee Director Stock Plan,
     as amended effective April 27, 1999, as set forth herein, as it may be
     amended from time to time.

          (m) "Stock Payment" means the fixed portion of the Annual Retainer to
     be paid to Participating Company Directors in shares of Common Stock rather
     than cash for services rendered as a director of a Participating Company
     other than the Company, as provided in Section 6 hereof.


3.   Shares of Common Stock Subject to the Plan
     ------------------------------------------

          Subject to adjustment as provided in Section 9 below, the maximum
     aggregate number of shares of Common Stock that may be issued under the
     Plan is 100,000 shares.  The Common Stock to be issued under the Plan will
     be made available from authorized but unissued shares of Common Stock, and
     the Company shall set aside and reserve for issuance under the Plan said
     number of shares.


4.   Administration of the Plan
     --------------------------

          (a) The Plan will be administered by the Committee, which will consist
     of three or more persons who are not eligible to participate in the Plan.

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     Members of the Committee need not be members of the Board.  The Company
     shall pay all costs of administration of the Plan.

          (b) Subject to the express provisions of the Plan, the Committee has
     and may exercise such powers and authority of the Board as may be necessary
     or appropriate for the Committee to carry out its functions under the Plan.
     Without limiting the generality of the foregoing, the Committee shall have
     full power and authority (i) to determine all questions of fact that may
     arise under the Plan, (ii) to interpret the Plan and to make all other
     determinations necessary or advisable for the administration of the Plan,
     and (iii) to prescribe, amend, and rescind rules and regulations relating
     to the Plan, including, without limitation, any rules which the Committee
     determines are necessary or appropriate to ensure that the Company, each
     Participating Company and the Plan will be able to comply with all
     applicable provisions of any federal, state or local law, including
     securities laws and laws relating to the withholding of tax.  All
     interpretations, determinations, and actions by the Committee will be
     final, conclusive, and binding upon all parties.  Any action of the
     Committee with respect to the administration of the Plan shall be taken
     pursuant to a majority vote at a meeting of the Committee (at which members
     may participate by telephone) or by the unanimous written consent of its
     members.

          (c) Neither the Company, nor any other Participating Company, nor any
     representatives, employees or agents of any Participating Company, nor any
     member of the Board or the Committee or designee thereof will be liable for
     any damages resulting from any action or determination made by the Board or
     the Committee with respect to the Plan or any transaction arising under the
     Plan or any omission in connection with the Plan in the absence of willful
     misconduct or gross negligence.


5.   Participation in the Plan
     -------------------------

          (a) All Nonemployee Directors shall participate in the applicable
     provisions of the Plan, subject to the conditions and limitations of the
     Plan, so long as they remain eligible to participate in the Plan.

          (b) Participating Company Directors shall be eligible for Annual
     Retainers and Stock Payments pursuant to the terms of Section 6 of the
     Plan.  Company Directors shall be eligible for Annual Retainers, pursuant
     to the terms of Section 7 of the Plan.

          (c) No Nonemployee Director shall be eligible for a Stock Payment if,
     at the time said payment will otherwise be made, such Nonemployee Director
     owns (or is deemed to own) directly or indirectly, shares of Common Stock

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     representing more than ten percent of the total combined voting power of
     all classes of stock of the Company.  The compensation, if any, of such
     directors shall be determined by the Board or the Committee.

6.   Determination of Participating Company Directors' Annual Retainers and
     ----------------------------------------------------------------------
     Stock Payments
     --------------

          (a) The Committee shall determine the Annual Retainer for all
     Participating Company Directors, subject to approval by the Board.  The
     Annual Retainer shall not be determined by the Committee and approved by
     the Board more than once every calendar year.  No Annual Retainer may be
     changed after it has been so determined and approved.  No Participating
     Company Director shall be entitled to receive more than one Annual Retainer
     (or more than one Stock Payment) per calendar year even if such
     Participating Company Director serves as a director for more than one
     Participating Company.  The Annual Retainer shall be paid to each
     Participating Company Director (or to the Company to the extent shares of
     Common Stock are issued in lieu thereof) by the Participating Company for
     which a Participating Company Director serves as a director.

          (b) Each Participating Company Director who is a Participating Company
     Director immediately following the date of the Annual Meeting of
     Stockholders of one or more Participating Companies (other than the
     Company) shall receive a Stock Payment as a portion of the Annual Retainer
     payable to such director as provided in the Plan for serving in such
     capacity.  The number of shares allocated to each Participating Company
     Director as a Stock Payment shall be determined by dividing the applicable
     Market Price into sixty percent (60%) of the Annual Retainer payable to
     such Participating Company Director, provided that no fractional shares
     shall be issued (cash shall be paid in lieu thereof).  The "Market Price"
     of Common Stock shall be the average of the high and low sales prices of
     Common Stock as quoted in the New York Stock Exchange Composite
     Transactions Section published in the Western Edition of the Wall Street
     Journal on the third business day after the date of the applicable Annual
     Meeting of Stockholders of the Company, or if there is no trading of Common
     Stock on such date, the average of the high and low sales prices of Common
     Stock as quoted in such Composite Transactions on the next preceding date
     on which there was trading in such shares, or if the Common Stock is not
     admitted to trade on the New York Stock Exchange, the Market Price shall be
     determined by the Committee in such other reasonable manner as the
     Committee shall decide.  Such Market Price shall be used to determine the
     number of shares of Common Stock to be issued to all Participating Company
     Directors for the current year.  Stock Payments shall be allocated to
     Participating Company Directors as soon as practicable following the
     applicable Annual Meeting of Stockholders of the Company.  The cash portion
     of the Annual Retainer shall be paid to Participating

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     Company  Directors at such times and in such manner as may be determined by
     the Board or the Committee.

          (c) Any person who is not a Participating Company Director immediately
     following the completion of all elections of the directors for all
     Participating Companies (other than the Company) for the current year, but
     later becomes a Participating Company Director, whether by appointment as a
     director of such Participating Company (other than the Company) or by
     change in status from an Employee to a non-Employee, shall receive shares
     of Common Stock as a portion of the compensation to be paid to such
     Participating Company Director until the next Annual Meeting of
     Stockholders of such Participating Company.  The number of shares issued to
     such Participating Company Director shall be determined by dividing the
     Market Price previously used to determine the number of shares issued to
     directors for the current year into sixty percent (60%) of the Annual
     Retainer to be paid to such director until the next Annual Meeting of
     Stockholders of such Participating Company.  The cash portion of such
     compensation, if any, to be paid to any such Participating Company Director
     shall be paid at such times and in such manner as may be determined by the
     Board or the Committee.

          (d) No Participating Company Director shall be required to forfeit or
     otherwise return to the Company any shares of Common Stock issued to him or
     her as a Stock Payment pursuant to the Plan notwithstanding any change in
     status of such Participating Company Director which renders him or her
     ineligible to continue as a Participant in the Plan.  Any person who is a
     Participating Company Director immediately following the date of the
     respective Participating Company's Annual Meeting of Stockholders shall be
     entitled to receive a Stock Payment as a portion of the applicable Annual
     Retainer notwithstanding any change in status of such Participating Company
     Director which renders such director ineligible to continue participation
     in the Plan prior to delivery of certificates evidencing shares of Common
     Stock.


7.   Determination of Company Directors' Annual Retainers
     ----------------------------------------------------

          The Committee shall determine the Annual Retainer for all Company
     Directors, subject to approval by the Board.  The Annual Retainer shall not
     be determined by the Committee and approved by the Board more than once
     every calendar year.  No Annual Retainer may be changed after it has been
     so determined and approved.  No Company Director shall be entitled to
     receive more than one Annual Retainer per calendar year even if such
     Company Director serves as a director for more than one Participating
     Company.  The Annual Retainer shall be paid, in cash,  to each Company
     Director by the Company at such times and in such manner as may be
     determined by the Board or the Committee.

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8.   Stockholder Rights
     ------------------

          (a) Nonemployee Directors shall not be deemed for any purpose to be or
     have rights as stockholders of the Company with respect to any shares of
     Common Stock except as and when such shares are issued and then only from
     the date of the certificate therefor.  No adjustment shall be made for
     dividends or distributions or other rights for which the record date
     precedes the date of such stock certificate.
          (b) Subject to the provisions of Section 8(a) above, a Participant
     will have all rights of a stockholder with respect to Common Stock issued
     to the Participant, including the right to vote the shares and receive all
     dividends and other distributions paid or made with respect thereto.

9.   Adjustment for Changes in Capitalization
     ----------------------------------------

          If the outstanding shares of Common Stock of the Company are
     increased, decreased, or exchanged for a different number or kind of shares
     or other securities, or if additional shares or new or different shares or
     other securities are distributed with respect to such shares of Common
     Stock or other securities, through merger, consolidation, sale of all or
     substantially all of the property of the Company, reorganization,
     recapitalization, reclassification, stock dividend, stock split, reverse
     stock split, combination of shares, rights offering, distribution of assets
     or other distribution with respect to such shares of Common Stock or other
     securities or other change in the corporate  structure or shares of Common
     Stock, the maximum number of shares and/or the kind of shares that may be
     issued under the Plan may be appropriately adjusted by the Committee.  Any
     determination by the Committee as to any such adjustment will be final,
     binding, and conclusive.  The maximum number of shares issuable under the
     Plan as a result of any such adjustment shall be rounded up to the nearest
     whole share.


10.  Continuation of Director or Other Status
     ----------------------------------------

          Nothing in the Plan or in any instrument executed pursuant to the Plan
     or any action taken pursuant to the Plan shall be construed as creating or
     constituting evidence of any agreement or understanding, express or
     implied, that the Company or any other Participating Company, as the case
     may be, will retain a Nonemployee Director as a director or in any other
     capacity for any period of time or at a particular retainer or other rate
     of compensation, as conferring upon any Participant any legal or other
     right to continue as a director or in any other capacity, or as limiting,
     interfering with or otherwise affecting the right of a Participating
     Company to terminate a Participant in his or her capacity as a

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     director or  otherwise at any time for any reason,  with or without  cause,
     and without regard to the effect that such termination  might have upon him
     or her as a Participant under the Plan.


11.  Compliance with Government Regulations
     --------------------------------------

          Neither the Plan nor the Company shall be obligated to issue any
     shares of Common Stock pursuant to the Plan at any time unless and until
     all applicable requirements imposed by any federal and state securities and
     other laws, rules, and regulations, by any regulatory agencies or by any
     stock exchanges upon which the Common Stock may be listed have been fully
     met.  As a condition precedent to any issuance of shares of Common Stock
     and delivery of certificates evidencing such shares pursuant to the Plan,
     the Board or the Committee may require a Participant to take any such
     action and to make any such covenants, agreements and representations as
     the Board or the Committee, as the case may be, in its discretion deems
     necessary or advisable to ensure compliance with such requirements.  The
     Company shall in no event be obligated to register the shares of Common
     Stock issued or issuable under  the Plan pursuant to the Securities Act of
     1933, as now or hereafter amended, or to qualify or register such shares
     under any securities laws of any state upon their issuance under the Plan
     or at any time thereafter, or to take any other action in order to cause
     the issuance and delivery of such shares under the Plan or any subsequent
     offer, sale or other transfer of such shares to comply with any such law,
     regulation or requirement.  Participants are responsible for complying with
     all applicable federal and state securities and other laws, rules and
     regulations in connection with any offer, sale or other transfer of the
     shares of Common Stock issued under the Plan or any interest therein
     including, without limitation, compliance with the registration
     requirements of the Securities Act of 1933, as amended (unless an exemption
     therefrom is available), or with the provisions of Rule 144 promulgated
     thereunder, if available, or any successor provisions.


12.  Nontransferability of Rights
     ----------------------------

          No Participant shall have the right to assign the right to receive any
     Stock Payment or any other right or interest under the Plan, contingent or
     otherwise, or to cause or permit any encumbrance, pledge or charge of any
     nature to be imposed on any such payment (prior to the issuance of stock
     certificates evidencing such Stock Payment) or any such right or interest.

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13.  Amendment and Termination of Plan
     ---------------------------------

          (a) The Board will have the power in its discretion, to amend, suspend
     or terminate the Plan at any time.  No such amendment will, without
     approval of the stockholders of the Company:

          (i)    Change the class of persons eligible to receive Stock Payments
                 under the Plan or otherwise modify the requirements as to
                 eligibility for participation in the Plan; or

          (ii)   Materially  increase the benefits accruing to Participants
                 under the Plan; or

          (iii)  Increase the number of shares of Common Stock which may be
                 issued under the Plan (except for adjustments as provided in
                 Section 9 hereof).

          (b) No amendment, suspension or termination of the Plan will, without
     the consent of the Participant, alter, terminate, impair, or adversely
     affect any right or obligations under any Stock Payment previously granted
     under the Plan to such Participant, unless such amendment, suspension or
     termination is required by applicable law.

          (c) Notwithstanding the foregoing, the Board may, without further
     action by the stockholders of the Company, amend the Plan or modify Stock
     Payments under the Plan (i) in response to changes in securities or other
     laws, or rules, regulations or regulatory interpretations thereof,
     applicable to the Plan, or (ii) to comply with stock exchange rules or
     requirements.


14.  Governing Law
     -------------

          The laws of the State of Hawaii shall govern and control the
     interpretation and application of the terms of the Plan.


15.  Effective Date and Duration of the Plan
     ---------------------------------------

          The Plan, as amended, will become effective as of April 27, 1999.
     Unless previously terminated by the Board, the Plan will terminate on April
     27, 2010.

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