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                                                                   Exhibit 10.12
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                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
               1999 Nonemployee Company Director Stock Grant Plan



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

          The purposes of the 1999 Nonemployee Company Director Stock Grant 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 such nonemployee directors to
     reinforce the participating directors' role in enhancing stockholder value,
     and to provide an additional means of attracting and retaining such
     nonemployee directors through the issuance of Common Stock under the Plan
     as compensation to Nonemployee Company 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 Company Directors as provided in the 1990 Nonemployee Director
     Stock Plan.

          (b) "Annual Meeting of Stockholders" means the annual meeting of
     stockholders of the Company at which directors of the Company 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) "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).

          (h) "1990 Nonemployee Director Stock Plan" means the 1990 Nonemployee
     Director Stock Plan, as it may be amended from time to time, or any
     successor thereto.

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

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

          (k) "Stock Grant" means the grant of shares of Common Stock to Company
     Directors for services rendered as a director of the Company, as provided
     in Section 6(a) hereof.


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

          Subject to adjustment as provided in Section 9 of the 1990 Nonemployee
     Director Stock Plan,  the maximum aggregate number of shares of Common
     Stock that may be issued under the Plan, when taken together with shares
     reserved for issuance under the 1990 Nonemployee Director Stock Plan
     heretofore or hereafter granted thereunder, shall not exceed 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.
     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

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     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, 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 representatives, employees or agents
     of the 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 Company Directors shall participate in the Plan,
     subject to the conditions and limitations of the Plan, so long as they
     remain eligible to participate in the Plan.

          (b) No Nonemployee Company Director shall be eligible for a Stock
     Grant if, at the time such grant will otherwise be made, such Nonemployee
     Company Director owns (or is deemed to own) directly or indirectly, shares
     of Common Stock 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 Nonemployee Company Directors' Stock Grants
     ------------------------------------------------------------

          (a) Each Nonemployee Company Director who is a Nonemployee Company
     Director immediately following the date of the Annual Meeting of
     Stockholders of the Company shall receive, in addition to the Annual
     Retainer payable to such Nonemployee Company Director, a Stock Grant equal
     to three hundred (300) shares of Common Stock, for serving as a Nonemployee
     Company Director.  Stock Grants shall be allocated to Nonemployee Company
     Directors as soon as practicable following the respective Annual Meeting of
     Stockholders of the Company.  Each Nonemployee Company Director who
     thereafter becomes a

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     Nonemployee Company Director for the first time (whether by election or
     appointment as a director of the Company or by change in status from an
     Employee to a non-Employee), shall receive, in addition to any Annual
     Retainer payable to such Nonemployee Company Director, a Stock Grant equal
     to three hundred (300) shares of Common Stock, for serving as a Nonemployee
     Company Director. Such Stock Grants shall be allocated to each such
     Nonemployee Company Director as soon as practicable following the date such
     Nonemployee Company Director is first elected or appointed to the Board or
     otherwise becomes a Nonemployee Company Director.

          (b) No Nonemployee 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 Grant pursuant to the Plan notwithstanding any change in
     status of such Nonemployee Company Director which renders him or her
     ineligible to continue as a Participant in the Plan.  Any person who is a
     Nonemployee Company Director immediately following the date of the Annual
     Meeting of Stockholders of the Company who was eligible to receive a Stock
     Grant pursuant to Section 6(b) above, shall be entitled to receive such
     grant notwithstanding any change in status of such Nonemployee Company
     Director which renders such director ineligible to continue participation
     in the Plan prior to delivery of certificates evidencing shares of Common
     Stock.


7.  Stockholder Rights
    ------------------

         (a) Nonemployee Company 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 7(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.


8.  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 will retain a Nonemployee Company Director as a director or
    in any other capacity

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     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 the Company to
     terminate a Participant in his or her capacity as a 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.

9.   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.


10.  Nontransferability of Rights
     ----------------------------

          No Participant shall have the right to assign the right to receive any
     Stock Grant 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 grant (prior to the issuance of stock
     certificates evidencing such Stock Grant) or any such right or interest.

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11.  Amendment and Termination of Plan
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          (a) The Board will have the power in its discretion, to amend, suspend
     or terminate the Plan at any time.

         (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 Grant 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 amend the Plan or
    modify Stock Grants 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.


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


13. 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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