HEI Non-Employee Directors' Deferred Compensation Plan



 HEI Exhibit 10.5 
 HAWAIIAN ELECTRIC INDUSTRIES, INC. 
 NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

 PREAMBLE 
 The
following sets forth the terms of the Non-Employee Directors’ Deferred Compensation Plan of Hawaiian Electric Industries, Inc., as amended. This Plan is an unfunded deferred compensation arrangement solely for non-employee directors of the
Company and the Participating Subsidiaries. 
 ARTICLE I 
 EFFECTIVE DATE AND CERTAIN DEFINITIONS 
 1.1 The original effective date of the Plan was September 9,
1980. The Plan was amended and restated in its entirety effective for elections made on or after January 1, 1990 and was again amended and restated effective for elections made with regard to directors’ fees earned on or after
January 1, 1991. The Plan as amended and restated herein is effective as of the Effective Date. 
 1.2 The following terms as used
herein shall have the indicated meaning unless a different meaning is plainly required by the context. Whenever appropriate, words used in the singular may include the plural and vice versa. 
 “Committee” shall mean the Compensation Committee of the Board of Directors of the Company. 
 “Company” shall mean Hawaiian Electric Industries, Inc. 
 “Effective Date” shall mean January 1, 2009. 
 “Eligible Director” shall have the
meaning ascribed thereto in Article II of the Plan. 
 “Participating Subsidiaries” shall mean, collectively, Hawaiian Electric
Company, Inc., Hawaii Electric Light Company, Inc., Maui Electric Company, Limited and American Savings Bank, F.S.B. 
 “Plan”
shall mean this Non-Employee Directors’ Deferred Compensation Plan of Hawaiian Electric Industries, Inc., as amended from time to time. 
 “Plan Administrator” shall mean the Vice President—Administration of the Company. 







 “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended.

 ARTICLE II 
 ELIGIBILITY

 Any non-employee director of the Company or the Participating Subsidiaries entitled to compensation from the Company or the Participating
Subsidiaries for service as a director (an “Eligible Director”) shall be eligible to elect to participate in the Plan. 
 ARTICLE
III 
 ELECTION TO PARTICIPATE IN THE PLAN 
 3.1 An Eligible Director may at any time elect in writing on a form furnished by and filed with the Plan Administrator to participate in the Plan and thereby defer receipt of all or a specified portion of his or her
director’s retainer and/or meeting fees. The form for such election shall be substantially similar to the attached Form 1 or such other form as may be approved by the Plan Administrator. Once made, an election shall apply to all succeeding
years unless revised or revoked pursuant to Section 3.3. 
 3.2 Such election shall be effective on the January 1 of the calendar
year following the receipt of the election by the Plan Administrator, with respect to any Eligible Director’s retainer and/or meeting fees owing for service performed during that calendar year and any succeeding year, except that an Eligible
Director who is elected to fill a vacancy on the Board of Directors mid-year and who was therefore not a director on the preceding December 31 may make an election, before his or her term begins, to defer receipt of all or a specified portion
of his or her director’s retainer and/or meeting fees for the remainder of the calendar year in which such term begins, and for succeeding calendar years. 
 3.3 An Eligible Director may at any time and from time to time in writing on a form furnished by and filed with the Plan Administrator change the terms of his or her election or terminate his or her participation in
the Plan, effective as of the January 1 of the calendar year following the receipt of such form by the Plan Administrator with respect to any director’s retainer and/or meeting fees owing for services performed on or after that effective
date. Specimen forms for a revised election and for termination of participation are included in the attached Forms 1 and 2, which Forms may be modified by the Plan Administrator, as he or she deems appropriate. However, all amounts deferred
pursuant to the Plan prior to the effective date of such revised election or termination shall continue to be subject to the terms of the prior election by the Eligible Director in effect when such amounts were credited under the Plan or any
subsequent further deferral by the Eligible Director effected in accordance with Section 409A. 
 3.4 An Eligible Director who
terminates his or her participation in the Plan shall not be eligible to participate again in the Plan until the January 1 following the January 1 on which his or her termination of participation takes effect. 
  

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 ARTICLE IV 
 ACCOUNTS 
 4.1 The Company shall maintain book accounts on behalf of each Eligible Director who elects to
participate in the Plan. The amounts of meeting fees to be deferred under this Plan, if any, shall be credited to the applicable Eligible Director’s account as of the end of each month; and the amounts of retainer fees to be deferred under the
Plan, if any, shall be credited to the applicable Eligible Director’s account as of the end of the month in which paid. The Company does not intend to set aside any cash or other assets to fund these accounts. Payments shall be made from the
general funds of the Company when due under the terms of this Plan. Nothing contained in the Plan and no action pursuant to the provisions of the Plan shall be construed to create a trust of any kind. 
 4.2 Amounts credited to an Eligible Director’s account shall be credited each year with an amount equivalent to interest, compounded quarterly, at
the annual rate commensurate with the prevailing interest rate on three-year certificates of deposit at American Savings Bank, F.S.B., as of January 1 of that year; provided, however, that the balance of the Eligible Director’s account as
of December 31, 1990 shall be credited annually with interest at the rate of 2.5 percent (2.5%) per quarter, compounded quarterly. Such accrued interest shall be payable to the Eligible Director at the same time as the deferred amounts are
paid to the Eligible Director. 
 4.3 Whether or not the Company sets aside any funds or invests any funds in contemplation of its
obligations hereunder, all amounts deferred pursuant to the Plan (including deferred compensation and interest thereon) shall remain part of the general funds of the Company and no Eligible Director shall acquire any property interest in his or her
account, stock, or other assets of the Company or a Participating Company, his or her right being limited to receiving from the Company deferred payments measured as set forth in this Plan. This right is conditioned upon continued compliance with
the terms and conditions of this Plan. To the extent that any Eligible Director acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 
 4.4 Neither the account of, nor the right to receive payments under the Plan of, the Eligible Director or his or her beneficiary shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance and such account or right may not be subject to the debts, contracts, liabilities, engagements or torts of the Eligible Director or his or her beneficiary.

 ARTICLE V 
 DISTRIBUTIONS

 5.1 (a) Amounts deferred under the Plan shall be distributed in accordance with the written, irrevocable election of the Eligible
Director on a form furnished and filed with the Plan Administrator as provided in Article III. The Eligible Director shall indicate when such payments are to commence and the form of distribution. 
  

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 (b) Payments under the Plan will commence on the first business day of the calendar year selected by the
Eligible Director, but payments must commence (1) not later than the first business day of the calendar year following the Eligible Director’s attainment of age 72 and (2) subject to (1) above, not earlier than the first business
day of the calendar year which is at least five (5) full years after the date of the Eligible Director’s initial deferral election. 
 (c) (1) Payments, at the Eligible Director’s election, shall either be in lump sum or in substantially equal annual installments over a period of years not exceeding ten years. 
 (2) The amount of the installment payments shall be determined as follows. The total amount of deferred income (deferred compensation and interest
thereon) in the Eligible Director’s account as of the elected payment commencement date will be paid in equal annual payments over the number of years elected. Each annual payment, other than the first payment, shall include an additional
amount equal to interest, compounded quarterly, at the rate specified in Section 4.2, on the amount in the Eligible Director’s account as of the December 31 preceding such payment. 
 5.2 (a) Upon the death of an Eligible Director or former Eligible Director prior to the expiration of the period during which the deferred amounts
are payable, the balance of the deferred amounts will be paid on the first business day of the calendar year following the year of death in one lump-sum to such person or persons designated by the Eligible Director or former Eligible Director in
writing on a form furnished by and filed with the Plan Administrator. A specimen form for such beneficiary designation is attached as part of Form 1, which Form may be modified by the Plan Administrator, as he or she deems appropriate. In the
absence of such designation, the payment will be made to the Eligible Director’s or former Eligible Director’s estate. 
 (b) The
amount payable on the first business day of the calendar year following an Eligible Director’s or former Eligible Director’s death shall be the dollar amount (deferred compensation plus interest) credited to his or her account as of the
December 31 following his or her date of death. 
 5.3 In the event of an unforeseeable emergency (within the meaning of
Section 409A) proven to the satisfaction of the Committee, an Eligible Director or former Eligible Director with an account under the Plan may receive an accelerated distribution of up to 50% of the amount credited to his or her account under
the Plan, but not more than the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Eligible Director’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). 
 5.4 Notwithstanding any other provision herein, neither the Plan nor the Company shall be obligated to make any payments hereunder unless and until all
applicable requirements under federal, state and local laws have been fully met. 
  

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 ARTICLE VI 
 AMENDMENT AND TERMINATION OF PLAN 
 6.1 The Plan may be amended from time to time by resolution of the
Committee, but, except to the extent permitted under Section 409A, no such amendment shall permit amounts accumulated pursuant to the Plan prior to the amendment to be paid to an Eligible Director prior to the time he or she would otherwise be
entitled hereto. 
 6.2 The Plan will continue in effect until terminated by resolution of the Committee, but in the event of such
termination, the amount accumulated pursuant to the Plan prior to termination will continue to be subject to the provisions of the Plan as if the Plan had not been terminated. 
 ARTICLE VII 
 ADMINISTRATION OF THE PLAN 
 7.1 The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have the power to delegate specific responsibilities to any
person or group of persons, and such person or group may serve in more than one such delegated capacity. Such delegations may be to employees of the Company or to other individuals, all of whom shall serve at the pleasure of the Plan Administrator
and the Company, and if full-time employees of the Company or an affiliated company, without compensation. Any such person may resign by delivering a written resignation to the Plan Administrator. The Company shall pay all costs of administration of
the Plan. 
 7.2 The Plan Administrator (or his or her delegate) has and may exercise such discretionary powers and authority as may be
necessary or appropriate to carry out its functions under the Plan including, but not limited to, (i) deciding all questions that may arise under the Plan, (ii) interpreting the Plan and making all other determinations necessary or
advisable for the administration of the Plan, and (iii) prescribing, amending and rescinding all rules and regulations to assure that the Plan complies with all applicable provisions of federal, state or local law. All interpretations,
determination and actions by the Plan Administrator (or his or her delegate) shall be final, conclusive and binding on all parties. 
 ARTICLE VIII 
 MISCELLANEOUS 
 8.1 Nothing contained in the Plan shall be deemed to give any Eligible Director a right to continue as a director of the Company or a Participating Subsidiary. Furthermore, nothing contained in this Plan shall be
deemed to create an obligation on the part of the board of directors of the Company or a Participating Subsidiary to nominate any director for re-election. 
  

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 8.2 If any person eligible to receive benefits under this Plan (a “payee”) is, in the opinion
of the Plan Administrator, legally, physically, or mentally incapable of personally receiving and receipting for any payment under the Plan, the Plan Administrator may direct payments to such other person, persons, or institutions who, in the
opinion of the Plan Administrator, are then maintaining or having custody of such payee, until claims are made by a duly appointed guardian or other legal representative of such payee. Such payments shall constitute a full discharge of the liability
of the Plan to the extent thereof. 
 8.3 The laws of the State of Hawaii shall govern and control the interpretation and application of the
terms of the Plan. 
 8.4 All consents, elections, applications, designations, etc. required or permitted under the Plan must be made on
forms prescribed and furnished by the Plan Administrator, and shall be recognized only if properly completed, executed, and returned to the Plan Administrator or his or her agent. 
 TO RECORD the adoption of this amended and restated Plan, Hawaiian Electric Industries, Inc. has caused this document to be executed this 28 day of
October, 2008, effective as of January 1, 2009. 
  

			
	HAWAIIAN ELECTRIC INDUSTRIES, INC.
		
	By	 	 /s/ Patricia U. Wong

		 	Its Vice President-Administration & Corporate Secretary


  

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 HAWAIIAN ELECTRIC INDUSTRIES, INC. 
 NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN 
 FORM 1 –
INITIAL OR REVISED ELECTION FORM 
 Instructions: This form is used to make an initial deferred compensation contribution and distribution
election or revise an existing contribution or distribution election and/or beneficiary designation. If this is an initial deferral election, check the initial election box and complete A B, C and D. If you wish to revise a contribution, check the
revised contribution election box and complete E. If you wish to revise your distribution election, check the revised distribution election box and complete F and G. If you only wish to change your beneficiaries, please check the revised designation
of beneficiary box and complete that section. 
 This election will apply to all fees you receive in the future unless you revise or terminate this
election no later than December 31 of the year prior to the year you want the revised or terminated election to take effect. 
 I am a director on
the Board of: 
  

	 	 ̈	Hawaiian Electric Industries, Inc. 

  

	 	 ̈	Hawaiian Electric Company, Inc. 

  

	 	 ̈	Maui Electric Company, Limited 

  

	 	 ̈	Hawaii Electric Light Company, Inc. 

  

	 	 ̈	American Savings Bank, F.S.B. 

  

			
	Participant Name	 	  


  

			
	Address	  	  


  

									
	Social Security No.	 	  
	 		 	Date of Birth	 	                                         
                             


  

	TO:	HAWAIIAN ELECTRIC INDUSTRIES, INC. 

  ̈
 INITIAL ELECTION (If this is an initial election, five years is the minimum deferral period provided that payments must commence not later than the first business day of the calendar year following your attainment of age 72.)

 I hereby elect to participate in the Non-Employee Directors’ Deferred Compensation Plan (the “Plan”) of Hawaiian Electric
Industries, Inc. (the “Company”) and agree to be bound by the terms and conditions of the Plan. 
 This election shall apply to the
fees denoted which are paid with respect to my services as a director performed on or after January 1,         . 
  

	 	A.	I hereby elect to defer receipt of: 

             % of my retainer fees. 
             % of my meeting fees. 
             % of my retainer fees and meeting fees. 








	 	B.	I hereby direct that such deferred amounts be paid in: 

              A lump sum. 
              Annual installments over a period of              years (not more than 10 years). 

 

	 	C.	I hereby direct that the distribution of such deferred amounts commence: 

  

			
	            	 	As of the first business day of the calendar year after I separate from service as a director of the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended), but not later than age 72.
		
	            	 	As of the first business day of the calendar year after I attain age              (not more than age 72).
	
	Subject to the age 72 limitation, payment will not commence until at least five years after initial participation in the Plan.

  

	 	D.	I hereby direct that in the event of my death prior to the distribution in full of my interest in the Plan that any unpaid balance be paid to: 

  

							
	Name	 	  
	 	Relationship	 	  



							
		
	Address	 	  



							
				
	Social Security No.	 	  
	 	Date of Birth	 	  


 (If you name more than one primary beneficiary, each primary beneficiary will share your benefit
equally.) 
  

							
	Name	 	  
	 	Relationship	 	  



							
		
	Address	 	  



							
				
	Social Security No.	 	  
	 	Date of Birth	 	  









  ̈ REVISED CONTRIBUTION ELECTION 
 I hereby elect to change my contributions to the Non-Employee Directors’ Deferred Compensation Plan (the “Plan”) of Hawaiian Electric
Industries, Inc. (the “Company”) and agree to be bound by the terms and conditions of the Plan. 
 This election shall apply to the
fees denoted which are paid with respect to my services as a director performed on or after January 1,             . 
  

	 	E.	I hereby elect to defer receipt of: 

             % of my retainer fees. 
             % of my meeting fees. 
             % of my retainer fees and meeting fees. 
  

			
	 ̈ REVISED DISTRIBUTION ELECTION	 	(Indicate Years of Deferral to Which this Revised
		 	Distribution Election Applies:
                                )

 (If this is a revised distribution election, to the extent required by Section 409A of the Internal
Revenue Code of 1986, as amended, the election must be made at least twelve months before distribution would have otherwise commenced, and a minimum additional five year deferral period is required from the date of payment under the initial
distribution election.) 
  

	 	F.	I hereby direct that such deferred amounts be paid in: 

              A lump sum. 
              Annual installments over a period of              years (not more than 10 years). 

 

	 	G.	I hereby direct that the distribution of such deferred amounts commence the first business day of the calendar
year:                            . 








  ̈ REVISED DESIGNATION OF PRIMARY BENEFICIARY 
 I hereby direct that in the event of my death prior to the distribution in full of my interest in the Plan that any unpaid balance be paid to: 

 

							
	Name	 	  
	 	Relationship	 	  



							
		
	Address	 	  



							
				
	Social Security No.	 	  
	 	Date of Birth	 	  


 (If you name more than one primary beneficiary, each primary beneficiary will share your benefit equally.)

  

							
	Name	 	  
	 	Relationship	 	  



							
		
	Address	 	  



							
				
	Social Security No.	 	  
	 	Date of Birth	 	  


 This beneficiary designation revokes any and all other beneficiary designations under the Plan made prior to the
date of this designation. 
 By signing below, I acknowledge that I have read and understood the foregoing. 
  

											
	Signed by                                     
                                         
            	 		 	Date	 	                                       
         	 	
		 	Director            	 		 		 		 	

 Receipt acknowledged 
 Hawaiian Electric Industries, Inc. 
  

											
	By                                       
                                         
                        	 		 	Date	 	                                       
         	 	








 HAWAIIAN ELECTRIC INDUSTRIES, INC. 
 NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN 
 FORM 2 –
TERMINATION OF ELECTION FORM 
 I am a director on the Board of: 
  

	 	 ̈	Hawaiian Electric Industries, Inc. 

  

	 	 ̈	Hawaiian Electric Company, Inc. 

  

	 	 ̈	Maui Electric Company, Limited 

  

	 	 ̈	Hawaii Electric Light Company, Inc. 

  

	 	 ̈	American Savings Bank, F.S.B. 

  

							
	Participant Name	 	  
	 		 	


							
				
	Address	 	  
	 		 	


									
					
	Social Security No.	 	  
	 		 	Date of Birth	 	                                  


  

	TO:	HAWAIIAN ELECTRIC INDUSTRIES, INC. 

  ̈ TERMINATION OF ELECTION 
  

	
	(Indicate Date of Initial and Revised Elections
                                         
   )
	                                        
                                        
Dates

 Effective January 1,         , I hereby elect
to terminate my participation in the Non-Employee Directors’ Deferred Compensation Plan. I understand that all amounts credited to my account under the Plan prior to such effective date of termination will remain subject to the terms and
conditions of the Plan and will be paid to me or my beneficiary in accordance with my prior election(s). 
 By signing below, I acknowledge that I have read
and understood the foregoing. 
  

											
	Signed by                                     
                                         
                           	 		 	Date	 	                                       
         	 	
		 	         Director
	 		 		 		 	

 Receipt acknowledged 
 Hawaiian Electric Industries, Inc. 
  

											
	By                                       
                                         
                                      	 		 	Date