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Exhibit 4(s)




HAWAIIAN ELECTRIC INDUSTRIES, INC.



Officers’ Certificate Pursuant to

Sections 2.01 and 13.06 of the Indenture



     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:



     A. There has been established pursuant to resolutions duly adopted by the Board of Directors
of the Company at its meeting held on _______________, ______ a series of Debentures (as that term is
defined in the Indenture) to be issued under the Indenture, which Debentures shall be in the form
and shall include the Certificate of Authentication attached hereto and shall have the following
terms (capitalized terms defined in the Indenture but not herein shall have the meanings given to
such terms in the Indenture):




     1. The title of the Debentures of the series is “Junior Subordinated Debentures, Series
___ ” (the “Series ___ Debentures”);




     2. The limit upon the aggregate principal amount of the Series ___ Debentures which may
be authenticated and delivered under this Indenture for Debentures authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Debentures of that series) is $_________;




     3. The date on which the principal of each of the Series ___ Debentures is payable shall
be _______________, ______ (the “Stated Maturity”);




     4. Each Debenture will bear interest at the rate of ___% per annum (“Interest Rate”);




     5. The principal of (and premium, if any) and interest on the Series ___ Debentures
shall be payable and the Series ___ Debentures shall be surrendered for registration of
transfer or exchange at the offices and agencies of the Company maintained for that purpose
in the Borough of Manhattan, the City and State of New York, or at such other location or
locations selected by the Company, agreed to by the Trustee and consistent with the
Indenture. Payment of the principal (and premium, if any) and interest due with respect to
any Debenture at maturity will be made in immediately available funds upon surrender of the
Debenture at the place or places provided hereinabove; provided that the Debenture is
presented to the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. [Payments of interest other than at
maturity will be made at the place or places provided hereinabove; provided that payment of
interest on Debentures that are not registered to a Hawaiian Electric Industries Capital
Trust may be made at the option of the Company by check mailed to the address of the Person
entitled thereto as it appears



 









 






on the Debenture Register or by wire transfer to an account appropriately designated by
the Person entitled thereto as it appears on the Debenture Register;]




     6. Interest shall accrue from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and, to the extent that payment of
such interest is enforceable under applicable law, on any overdue installment of interest at
the Interest Rate, payable quarterly in arrears on ____________, ____________, ____________ and
____________ of each year (each, an “Interest Payment Date”), commencing on ____________, ______;




     7. [The Company shall have the right at any time during the term of the Series ___
Debentures, from time to time, to extend the interest payment period of such Debenture for
up to six consecutive quarters (an “Extension Period”), during which periods interest will
compound quarterly and the Company shall have the right to make partial payments of interest
on any Interest Payment Date, and at the end of which Extension Period the Company shall pay
all interest then accrued and unpaid (together with Additional Interest thereon to the
extent that payment of such interest is permitted by applicable law). Prior to the
termination of any such Extension Period, the Company may further extend the interest
payment period, provided that such Extension Period together with all such previous and
further extensions thereof shall not exceed six consecutive quarters or extend beyond the
Stated Maturity of this Debenture. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest then due,
the Company may select a new Extension Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extension Period except at the end thereof. The
Company shall give the holder of this Debenture and the Trustee written notice of its
selection of an Extension Period at least one Business Day prior to the earlier of (i) the
Interest Payment Date or (ii) the date Hawaiian Electric Industries Capital Trust is
required to give notice to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Trust Preferred Securities of the record date or the date
such distributions are payable, but in any event not less than one Business Day prior to
such record date;]




     8. [Insert redemption provisions, if applicable]




     9. There is no obligation of the Company to redeem or purchase the Series ___ Debentures
pursuant to any sinking fund or analogous provision, or at the option of the holder thereof;




     10. The form of Series ___ Debenture, including the form of Certificate of
Authentication, is attached hereto;




     11. The Series ___ Debentures shall be issued in denominations of $25 or any integral
multiple thereof;




     12. The Series ___ Debentures will be issued as a Global Debenture and there shall be a
Depository for any Global Debenture for the Series ___ Debentures;



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     13. [The Series ___ Debentures will not be deposited as trust assets in a Hawaiian
Electric Industries Capital Trust;]




     14. [The Series ___ Debentures will not be sold to Persons who are not directly or
indirectly owned or controlled by the Company and who are not Affiliates of the Company;]
and




     15. In case of any conflict between this certificate and the Series ___ Debentures in
the form attached hereto, or between the above- mentioned Board resolutions and the Series
___ Debentures in such forms, the Series ___ Debentures shall control.



     B. Each of the undersigned has read the Indenture, including the provisions of Sections 2.01
and 13.06 and the definitions relating thereto, and the resolutions adopted by the Board of
Directors of the Company referred to above. In the opinion of each of the undersigned, he or she
has made such examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not all conditions precedent provided in the Indenture relating
to the establishment of the title and terms of a series of Debentures under the Indenture,
designated as the Series ___ Debentures in this Officers’ Certificate, and to the authentication and
delivery by the Trustee of such Debentures, have been complied with. In the opinion of the
undersigned, all such conditions precedent have been complied with.



     IN WITNESS WHEREOF, the undersigned has hereunto executed this Officers’ Certificate as of the
___day of ____________, ______.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




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     Unless this certificate is presented by an authorized representative of The Depository Trust
Company (the “Depositary”) to the Company or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of the Depositary and any amount payable
thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.



     Unless and until it is exchanged in whole or in part for Debentures in definitive registered
form, this Debenture may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depositary or a nominee of such
successor Depositary.



     This Debenture may be exchanged for certificated Debenture registered in the names of the
various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the Company within 90 days,
or (b) the Company elects to issue certificated Debentures to beneficial owners (as certified to
the Company by the Depositary or a successor depositary) of all Debentures of the series designated
below or (c) there is an Event of Default under this Debenture or the Indenture (as defined
herein), in each case, pursuant to the terms of the Indenture.



 









 




(FORM OF FACE OF DEBENTURE)



No. _________



HAWAIIAN ELECTRIC INDUSTRIES, INC.



______% JUNIOR SUBORDINATED DEBENTURE, SERIES ___ DUE ______



_________ PRINCIPAL AMOUNT




     HAWAIIAN ELECTRIC INDUSTRIES, INC., a Hawaii corporation (the “Company”, which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ____________ or registered assigns, the principal sum of
____________ Dollars ($____________) on ____________, ______(the “Stated Maturity”), and to pay
interest on said principal sum from the original date of issuance or from the most recent interest
payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on ____________,
____________, ____________and ____________ of each year commencing _______________, ______, at the rate of ______%
per annum, plus Additional Interest, if any, until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.
For any period shorter than a full 90-day quarter, interest will be computed on the basis of the
actual number of days elapsed in such 90-day quarter. In the event that any date on which interest
is payable on this Debenture is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the person in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment.



     Any interest on this Debenture which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date for Debentures of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:




     (1) The Company may make payment of any Defaulted Interest on this Debenture to the
person or persons in whose names this Debenture (or one or more Predecessor Debentures) are
registered at the close of business on a special record date for the payment of such
Defaulted Interest, which shall be fixed in the following manner: the Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on this
Debenture and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make



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arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the
persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the special record date therefor to be mailed, first class
postage prepaid, to each Debentureholder at his or her address as it appears in the
Debenture Register, not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the person or persons in whose
names this Debenture (or one or more Predecessor Debentures) is registered on such special
record date and shall be no longer payable pursuant to the following clause (2).




     (2) The Company may make payment of any Defaulted Interest on this Debenture in any
other lawful manner not inconsistent with the requirements of any Securities Exchange on
which this Debenture may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.



     The Company shall have the right at any time during the term of this Debenture, from time to
time, to extend the interest payment period of this Debenture for up to six consecutive quarters
(an “Extension Period”), during which periods interest will compound quarterly and the Company
shall have the right to make partial payments of interest on any Interest Payment Date, and at the
end of which Extension Period the Company shall pay all interest then accrued and unpaid (together
with Additional Interest thereon to the extent that payment of such interest is permitted by
applicable law). Prior to the termination of any such Extension Period, the Company may further
extend the interest payment period, provided that such Extension Period together with all such
previous and further extensions thereof shall not exceed six consecutive quarters or extend beyond
the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon
the payment of all accrued and unpaid interest and any Additional Interest then due, the Company
may select a new Extension Period, subject to the foregoing requirements. No interest shall be due
and payable during an Extension Period except at the end thereof. The Company shall give the
holder of this Debenture and the Trustee written notice of its selection of an Extension Period at
least one Business Day prior to the earlier of (i) the Interest Payment Date or (ii) the date
Hawaiian Electric Industries Capital Trust is required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of the Trust Preferred
Securities of the record date or the date such distributions are payable, but in any event not less
than one Business Day prior to such record date.]



     The principal of (and premium, if any) and interest on this Debenture shall be payable and
this Debenture shall be surrendered for registration of transfer or exchange at the offices and
agencies of the Company maintained for that purpose in the Borough of Manhattan, the City and State
of New York, or at such other location or locations selected by the Company, agreed to by



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the Trustee and consistent with the Indenture. Payment of the principal (and premium, if any)
and interest due with respect to any Debenture at maturity will be made in immediately available
funds upon surrender of the Debenture at the place or places provided hereinabove; provided that
this Debenture is presented to the Paying Agent in time for the Paying Agent to make such payments
in such funds in accordance with its normal procedures. [Payments of interest other than at
maturity will be made at the place or places provided hereinabove; provided that payment of
interest on this Debenture if not registered to a Hawaiian Electric Industries Capital Trust may be
made at the option of the Company by check mailed to the address of the Person entitled thereto as
it appears on the Debenture Register or by wire transfer to an account appropriately designated by
the Person entitled thereto as it appears on the Debenture Register.]



     The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each
holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may
be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each holder
hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.



     This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred
to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee by manual signature.



     The provisions of this Debenture are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.




	 	 	 	 	 
	Dated: ____________ 	HAWAIIAN ELECTRIC INDUSTRIES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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(FORM OF REVERSE OF DEBENTURE)





     This Debenture is one of a duly authorized series of Debentures of the Company (herein
sometimes referred to as the “Debenture”), limited in aggregate principal amount to $____________, all
issued or to be issued in one or more series under and pursuant to an Indenture dated as of
_______________, ______ (the “Indenture”) duly executed and delivered between the Company and U.S. Bank
National Association, as Trustee (the “Trustee”, which term includes any successor trustee under
the Indenture), and pursuant to an Officers’ Certificate dated as of _______________, (the
“Officers’ Certificate”) duly executed by _______________, _______________, and _______________,
_______________, of the Company, to which Indenture and said Officers’ Certificate thereto
reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures and
of the terms upon which the Debentures are, and are to be, authenticated and delivered. By the
terms of the Indenture, the Debentures are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture.



     [Insert redemption provisions, if applicable]



     In case an Event of Default with respect to this series of Debentures, as defined in the
Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.



     The Indenture contains provisions for satisfaction and discharge at any time of the entire
indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in
the Indenture.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the Indenture, to modify the Indenture in a
manner affecting the rights of the holders of the Debentures; provided, however, that no such
modification may, without the consent of the holder of each outstanding Debenture [(and, in the
case of any series of Debentures held as trust assets of a Hawaiian Electric Industries Capital
Trust as to which a Security Exchange has not theretofore occurred, such consent of the holders of
the Trust Preferred Securities and the Trust Common Securities of such Hawaiian Electric Industries
Capital Trust as may be required under the Trust Agreement of such Hawaiian Electric Industries
Capital Trust)], (i) extend the fixed maturity of any Debentures of any series, or reduce the
principal amount thereof (including in the case of a discounted Debenture the amount payable
thereon in the event of acceleration or the amount provable in bankruptcy) or any premium thereon,
or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable
upon the redemption thereof, or make the principal of or interest or premium, if any, on the
Debentures payable in any coin or currency other than that provided in the Debentures, or impair or
affect the right of any Debentureholder to institute suit for the payment thereof or the right of
prepayment, if any, at the option of the Debentureholder, (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such modification, or (iii)
otherwise adversely affect the interest of the holders of any series of Debentures.



 









 





     No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest on this Debenture at the time and place and at
the rate and in the currency herein prescribed, in accordance with the terms of the Indenture, this
Debenture and the Officers’ Certificate.



     As provided in the Indenture and subject to certain limitations therein set forth, this
Debenture is transferable by the registered holder hereof on the Debenture Register of the Company,
upon surrender of this Debenture for registration of transfer at the office or agency provided by
the Company for that purpose accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any such transfer, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto, subject to certain limitations set forth in the Indenture.



     Prior to due presentment for registration of transfer of this Debenture, the Company, the
Trustee, any Paying Agent and the Debenture Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the
contrary.



     No recourse shall be had for the payment of the principal of or the interest on this
Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.



     The Debentures of this series are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations herein and therein set forth, Debentures of this series so issued are
exchangeable for a like aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the holder surrendering the same.



     All terms used in this Debenture that are defined in the Indenture and the Officers’
Certificate shall have the meanings assigned to them in the Indenture and the Officers’
Certificate.



     This Debenture shall be governed by and construed in accordance with the laws of the State of
New York without regard to conflicts of laws principles thereof.



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(FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION)



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Debentures of the series designated herein referred to in the
within-mentioned Indenture.



Dated: _________, ____




	 	 	 	 	 
	 	U.S. Bank National Association, 	 
	 	 	as Trustee

 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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