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                                                                    EXHIBIT 4(d)

                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
                       (As amended through ____________)


Section 1. Name and Number of Shares

            The plan shall be known as the "Dividend Reinvestment and Stock
Purchase Plan" (the "Plan"). The Plan permits (i) holders of record of the
Common Stock of Hawaiian Electric Industries, Inc. (the "Company"), (ii) holders
of record of the preferred stock ("Preferred Stock") of any class or series of
Hawaiian Electric Company, Inc., Maui Electric Company, Limited and Hawaii
Electric Light Company, Inc., each of which is a direct or indirect subsidiary
of the Company, and (iii) any other individual of legal age or any entity, to
purchase common stock of the Company ("Common Stock"). The number of shares of
Common Stock which may be issued pursuant to the Plan shall be fixed from time
to time by the Board of Directors of the Company.


Section 2. Administration and Costs

            The administrator of the Plan (the "Administrator") shall administer
the Plan for participants, keep records, send statements of accounts to
participants, and perform other clerical and ministerial duties relating to the
Plan. The Administrator may be one or more officers or employees of the Company
or of its subsidiaries and shall be appointed from time to time by the
President, the Financial Vice President or the Treasurer of the Company. If the
Administrator is one or more employees of the Company, an independent trustee
(the "Trustee") shall be appointed by the President, the Financial Vice
President or the Treasurer of the Company, and shares under the Plan shall be
registered in the name of the Trustee. The initial Administrator shall be the
Shareholder Services Division of the Company.

            Participants in the Plan will bear the cost of brokerage fees and
commissions, any service charges and applicable taxes related to shares
purchased or sold on the open market. The Company may also charge each
participant fees up to amounts that are reasonably related to the actual
administrative costs of the Plan, the amounts, frequency and manner of payment
of which shall be determined from time to time by the President, Financial Vice
President and Treasurer of the Company, or any of them.

            A $20 service fee will be assessed for each returned item that is
returned for insufficient funds. The Administrator may place a hold on the
account until the "insufficient funds" fee is received, sell shares from the
account to collect the "insufficient funds" fee, or withhold the amount of the
"insufficient funds" fee from future optional cash investments.



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Section 3. Eligibility and Enrollment

            The following persons shall be eligible to participate in the Plan
(the "participants") in accordance with the following enrollment procedures:

            (a) Each holder of record of Common Stock and/or Preferred Stock
shall be eligible to participate in the Plan. In order to participate in the
Plan, owners of Common Stock and/or Preferred Stock whose shares are registered
in names other than their own (e.g., broker, bank nominee) must first either
become holders of record by having shares of Common Stock and/or Preferred
Stock, as the case may be, transferred into their own names or transfer shares
of Common Stock to the name of the Administrator (or the Trustee, if there is a
Trustee) for safekeeping under the Plan. In addition, an eligible stockholder
must complete and sign the Company-approved authorization form ("Shareholder
Authorization Form") for Common Stock and/or Preferred Stock, as the case may
be, and return it to the Administrator in the manner prescribed on the
Shareholder Authorization Form or in the current prospectus for the Plan. A
Shareholder Authorization Form must be received by the Administrator by the
dividend record date in order for the dividends for which the record is taken to
be reinvested under the Plan. The execution of a Shareholder Authorization Form
will result in the participation in the Plan of all Common Stock and all classes
and series of Preferred Stock registered in the participant's name unless the
participant indicates on the Form the number and kind of shares on which the
participant wishes to receive cash dividends. If a participant does not select
an option on the Shareholder Authorization Form, all dividends for all shares of
Common Stock and Preferred Stock held in the participant's name, and on all
shares held under the Plan for the participant, will be reinvested. A
participant may change any of the designations set forth in a Shareholder
Authorization Form by completing, signing and returning to the Administrator a
new Shareholder Authorization Form in the manner described above, which new Form
shall supersede the prior Form, or may make such changes in such other manner as
may be permitted by the Administrator.

            (b) Any other individual of legal age or entity shall be eligible to
participate in the Plan. In order to participate in the Plan, each such
individual or entity must complete and sign the Company's enrollment form (the
"Nonholder Enrollment Form") and return it to the Administrator along with a
check or money order made payable to HEI/DRIP for an initial stock purchase of
not less than $250 and not more than $120,000. The execution of Nonholder
Enrollment Form will result in the reinvestment of all dividends held under the
Plan for the participant, unless the participant submits a Shareholder
Authorization Form and selects a different investment option in that Form.

            (c) Each participant may, pursuant to the Shareholder Authorization
Form and/or such other forms as the Administrator may from time to time
prescribe, elect one of the following three investment options: (1) under the
"full dividend reinvestment" option, a participant may reinvest cash dividends
on all shares of Common Stock and Preferred Stock registered in the name of a
participant and on all shares of Common Stock held under the Plan for the
participant to purchase additional shares of Common Stock; (2) under the
"partial dividend reinvestment" option, a participant may receive cash dividends
on a portion of the shares of Common Stock and/or Preferred Stock registered in
such participant's name and/or on a portion of the shares of Common Stock held
under the Plan for the participant, and reinvest the

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remainder of cash dividends on such shares to purchase Common Stock; and (3)
under the "optional cash investment only/no dividend reinvestment" option, a
participant may receive cash dividends on all shares of Common Stock and/or
Preferred Stock registered in the participant's name and on shares of Common
Stock held under the Plan for the participant. If participants do not indicate
an investment option on the enrollment form, their account will be automatically
enrolled in the "Full Dividend Reinvestment" option. Under any of the investment
options, a participant may purchase additional shares of Common Stock under the
Plan by making optional cash investments to the Plan as provided under Section
5. A participant may change such participant's investment option by following
the procedures under Section 3(a) for changing the designations set forth in a
Shareholder Authorization Form and/or such other procedures as the Administrator
may from time to time prescribe.

            (d) Shareholder Authorization and Nonholder Enrollment Forms shall
be made available by the Administrator.

            (e) Each participant will remain a participant in the Plan until
participation is terminated pursuant to Section 12 hereof or until the Plan
itself is terminated.

            (f) The Company reserves the right to restrict participation in the
Plan if it believes that such participation may be contrary to the general
intent of the Plan or in violation of applicable law.


Section 4. Cash Dividend Purchases

            If a participant has elected full or partial dividend reinvestment
on the shares of Common Stock or Preferred Stock registered in such
participant's name or on the shares of Common Stock held under the Plan for such
participant, such cash dividends will be credited to each participant's account
under the Plan and will be automatically reinvested to purchase Common Stock on
behalf of the participants during the applicable Investment Period as described
in Section 7. Until participation in the Plan is terminated pursuant to Section
12 hereof, Common Stock and/or Preferred Stock participating in the Plan shall
include (1) all shares of each class or series of shares of Common Stock and/or
Preferred Stock, as the case may be, designated by registered holders of such
shares in Shareholder Authorization Forms which have been received by the
Company by the record date for the payment of a cash dividend, including all
such shares purchased after receipt of said form, and all shares received as a
result of a stock dividend or stock split, (2) all shares of Common Stock
transferred to the Administrator (or the Trustee) for safekeeping under the
Plan, and (3) all shares of Common Stock purchased under the Plan for the
accounts of shareholders and nonholder investors, including all shares
purchased with reinvested dividends and optional cash investments, unless said
shares have been withdrawn pursuant to Section 13 hereof and are held in the
name of a person who has not signed a Shareholder Authorization Form.

            In the case of participants whose dividends on Common Stock and/or
Preferred Stock are subject to United States income tax withholding, the amount
of tax to be withheld will

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be deducted from the amount of dividends on Common Stock and/or Preferred Stock
to determine the amount of dividends to reinvest.

            The Administrator will credit dividends for all shares of Common
Stock and/or Preferred Stock participating in the Plan (other than dividends
paid on shares as to which the participant has elected to receive cash
dividends) to the participants' accounts on the basis of full and fractional
shares held in these accounts and will automatically reinvest such dividends
(less any administration fees and any amounts required to be withheld by United
States income tax law) in additional shares of Common Stock.


Section 5. Optional Cash Investments

            All participants, whether or not they have authorized the
reinvestment of cash dividends on Common Stock or Preferred Stock, shall be
eligible to make optional cash investments for purchases of additional shares of
Common Stock under the Plan. Optional cash investments shall be made by check or
money order in U.S. Dollars payable to HEI/DRIP (or may be made by electronic
funds transfer from a bank account designated by a participant, by payroll
deduction, or by such other means, in each case subject to approval by the
Treasurer of the Company or the Administrator) and any such payment may not be
less than $25, nor may such payments exceed $120,000 in any calendar year
(including for purposes of this limitation the initial payment made by a
nonholder investor upon enrollment in the Plan). Optional cash investments must
be received by the Administrator at least five (5) days before an Investment
Date (as defined below) in order to be invested on or commencing on that
Investment Date. The Administrator will send the participant a statement
recording receipt and transmittal of the total optional cash investments
received for the Investment Period. The Plan will not be required to accept any
checks payable to a party other than HEI/DRIP even if endorsed for payment to
the Plan.

            The Administrator must receive requests for refunds of optional cash
investments in writing at least five (5) days before the applicable Investment
Date. Refunds will be processed as soon as practicable. A participant may not
request a refund for an investment through the automatic debit option.


Section 6. Method of Purchase of Shares

            The Plan will satisfy its requirements for shares of Common Stock
through purchases from the Company of authorized but unissued shares, through
open market purchases of shares. Open market purchases under the Plan, if any,
will be made through an independent agent that is a registered "broker-dealer"
or "bank," as such terms are defined in Section 3(a)(6) of the Securities
Exchange Act of 1934 ("Broker"). Neither the Administrator nor the Company, nor
any affiliate thereof, shall exercise any direct or indirect control or
influence over the times when or the prices at which the Broker may purchase the
Company's Common Stock for the Plan, the amounts of shares to be purchased
(other than the aggregate dollar amount acquired by

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the Plan), the manner in which the shares are to be purchased, or the selection
by the Broker of a broker or dealer through which purchases may be executed. The
Company shall not change the method of acquiring shares of Common Stock to
satisfy the Plan's requirements, including any change from purchases from the
Company of authorized but unissued shares of Common Stock to open market
purchases, or vice versa, more than once in any three-month period. The method
of acquiring shares will be determined only at the direction of the Board of
Directors or the Chief Financial Officer of the Company. Any change to the
method of acquiring shares must be based on a recorded determination by the
Board of Directors or the Chief Financial Officer of the Company that the
Company's need to raise additional capital has changed, or that there is another
valid reason for such change.

            All dividend payments (unless invested in shares of Common Stock
issued by the Company on the dividend payment date) and optional cash
investments will be transmitted to a segregated escrow account or to the Broker:
(1) if the funds are received before noon, by the opening of business on the
next business day following the day of receipt of funds, or (2) if the funds are
received at or after noon, by the end of the next business day following the day
of receipt of funds.


Section 7. Timing of Purchases

            Optional cash investments and dividend payments will be invested in
shares of Common Stock on or after the applicable Investment Date. The
Investment Dates for optional cash investments shall be the 15th and 30th days
of each month (except that the Investment Date for February shall be the last
day of the month). The Investment Date for Common Stock dividends and for
Preferred Stock dividends shall be on or within three business days prior to the
applicable dividend payment date. If any date for investment of dividends or
optional cash investments as stated above is not a business day, the Investment
Date shall be the next succeeding business day.

            Interest will not be paid on optional cash investments or on
reinvested dividends prior to or after their investment in Common Stock or if
for any reason such payments and dividends are not invested pursuant to the
Plan.

            Shares purchased from the Company shall be purchased on the
applicable Investment Date. Shares purchased on the open market shall be
purchased during the period (each, an "Investment Period") commencing on each
applicable Investment Date and ending thirty (30) days thereafter; provided,
however, that optional cash investments not invested within 35 days of receipt,
and dividend payments not invested within 30 days of the dividend payment date,
shall be promptly returned, without interest, to the participants. In addition,
funds that are not invested during the applicable Investment Period will be
promptly returned, without interest, to the participants.

            Shares of Common Stock purchased directly from the Company will be
credited to participants' accounts on the date purchased, except that if any
shares are purchased on the

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open market, all of the shares purchased during the applicable Investment Period
will be credited to participants' accounts as of the day of purchase of the last
share. The Broker will be instructed prior to the commencement of each
Investment Period regarding the amount of funds to be used to purchase shares of
Common Stock on the open market during such Investment Period.

            If the Broker is directed but unable to purchase sufficient shares
in the open market with cash dividends and/or optional cash investments during
any Investment Period, the Common Stock that is purchased on the open market
will be allocated among participants' accounts (on a pro rata basis if
necessary) according to the amount each participant had contributed in cash
dividends and, if there are any shares remaining, on a pro rata basis according
to the amount each participant had contributed in optional cash investments. Any
remaining funds will be returned to participants on a pro rata basis.

            If a participant has elected full or partial dividend reinvestment
on the shares of Common Stock or Preferred Stock registered in such
participant's name or on shares of Common Stock held under the Plan for such
participant, the cash dividends to be reinvested for such participant will
remain with the Company if reinvested on the dividend payment date in shares of
Common Stock purchased from the Company or will be delivered by the Company to
the escrow account or the Broker as described in Section 6 concurrently with
payment of cash dividends to nonparticipating shareholders. Optional cash
investments will be made by participants directly to the Administrator. The
Administrator will deliver or cause the Company to deliver funds to the escrow
account or the Broker as described in Section 6.


Section 8. Purchase Price of Shares

            The purchase price per share of Common Stock purchased for the
accounts of participants directly from the Company will be 100% of the average
of the high and low sales prices for the Common Stock on the composite tape for
stocks listed on the New York Stock Exchange on the business day prior to the
applicable Investment Date or such later date as such stock is purchased (or the
last prior day on which the Common Stock is traded if there is no trade reported
on the business day prior to the applicable Investment Date or such later date).
The purchase price per share of Common Stock purchased on the open market will
be the weighted average price per share (adjusted for brokerage fees and
commissions, any service charges and applicable taxes) of the aggregate number
of shares acquired on the open market by the Broker during the applicable
Investment Period. Amounts to be invested in shares of Common Stock during any
Investment Period will not be pooled with amounts to be invested during another
Investment Period for purposes of computing per share prices. Amounts to be
invested in any Investment Period will be invested to the extent possible before
any purchases are executed for any subsequent Investment Period.



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Section 9. Registration of Shares

            Shares of Common Stock purchased under the Plan will be registered
in the name of the Administrator (or the Trustee, if there is a Trustee) as
agent for the participants. Shares will not be issued to participants unless
requested pursuant to Section 13 hereof.

            For safekeeping or other purposes, holders of record of Common Stock
who submit Shareholder Authorization Forms may elect to transfer their shares of
Common Stock to the Administrator (or the Trustee, if there is a Trustee),
without charge, to the credit of their account under the Plan, pursuant to such
procedures as the Company and the Administrator shall establish.


Section 10. Participants' Accounts

            The Administrator shall keep an individual account for each
participant recording the participant's interest in the Plan. Each participant's
account will be credited with that number of shares, including fractions
computed to four decimal places, equal to the total amount of cash dividends or
optional cash investments to be invested, less administrative fees and amounts
required to be withheld for tax purposes, divided by the applicable purchase
price per share.


Section 11. Reports to Participants

            Participants who reinvest dividends and/or make optional cash
investments will receive periodic statements of account showing amounts
invested, purchase prices, shares purchased, and/or other relevant information.
In addition, each participant shall receive copies of the Company's summary
report to stockholders, annual report to stockholders, notices of annual
meetings, proxy statements, and information for income tax reporting purposes.


Section 12. Termination of Participation

            A participant must wait at least two (2) weeks after the purchase of
shares before terminating participation in the Plan. A participant may terminate
participation in the Plan as to all (but not less than all) Common Stock and
Preferred Stock participating in the Plan at any time by written notification to
the Administrator. Any notice of termination received on or after an ex-dividend
record date will not be effective until dividends have been paid, credited to
the participant's Plan account and reinvested in additional shares of Common
Stock in accordance with the Plan. Within ten business days after the later to
occur of (a) the receipt of notice of termination from a participant, (b)
purchase of shares on behalf of the participant pursuant to the Plan, and (c)
reinvestment of dividends if the participant's notice of termination is received
after an ex-dividend record date, certificates for whole shares of Common Stock
credited to the participant's Plan account will be issued and a cash payment
will be made for any fraction of a share; provided, however, that if a
participant's account is credited with less than five shares, the participant
will receive cash in lieu of shares unless the Company otherwise

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elects. Cash payments for any fraction of a share or for less than five shares
will be based on the market price per share (determined in the manner provided
in Section 8 hereof for shares purchased directly from the Company) on the last
business day prior to the date of payment to the terminating participant. In no
case will certificates for fractional shares be issued.

            A participant must maintain at least one whole share of Common Stock
in the Plan to keep an active account. If a participant does not maintain at
least one whole share in the Plan, the participant's participation in the Plan
may be terminated, in which case the participant will receive a cash payment
based on the market price per share (determined in the manner provided in
Section 8 hereof for shares purchased directly from the Company) on the business
day prior to the date of payment to the terminating participant.

            Termination of participation in the Plan will not preclude
re-enrollment, provided that the Company reserves the right to reject
re-enrollment where in its sole discretion it deems there have been excessive
terminations and re-enrollments. If you are no longer a stockholder of record
you can enroll by completing a Nonholder Enrollment form along with a $250
minimum investment.

            The term "ex-dividend record date" for purposes of the Plan is three
(3) business days prior to the dividend record date.


Section 13. Withdrawal of Shares

            A participant must wait at least two (2) weeks after the purchase of
shares before withdrawing shares from the Plan. A participant may withdraw all
or a portion of shares of Common Stock from the participant's account by
notifying the Administrator in writing to that effect and specifying the whole
number of shares to be withdrawn. Withdrawal of shares must be in full shares
only. Fractional shares will be liquidated upon termination of participation as
described under Section 12. Any notice of withdrawal received on or after an
ex-dividend record date will not be effective until dividends have been paid,
credited to the participant's Plan account and reinvested in additional shares
of Common Stock in accordance with the Plan. Within ten business days after the
later to occur of (a) receipt of notice of withdrawal from a participant, (b)
purchase of shares on behalf of the participant pursuant to the Plan, and (c)
reinvestment of dividends if the participant's notice of withdrawal is received
on or after an ex-dividend record date, certificates for whole shares of Common
Stock so withdrawn will be issued. In no case will certificates for fractional
shares be issued.

            Shares withdrawn from the Plan and registered in the participant's
name will continue to participate in the Plan if the participant has so
instructed the Administrator pursuant to a Shareholder Authorization Form and
has not terminated participation pursuant to Section 12 hereof.

            Accounts are maintained in the names used by participants at the
time they entered the Plan. However, a participant who wishes to withdraw shares
and have the stock

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certificates issued in the name of another person may do so by submitting a
properly completed and executed stock power, with a Medallion signature
guarantee, and complying with such other procedures as the Company or
Administrator shall establish.


Section 14. Sale and Transfer of Shares

            Unless the participant satisfies the requirements specified in
Section 13 for the issuance of certificates in the name of another person,
shares of Common Stock credited to a participant's account under the Plan or
otherwise registered in the Administrator's (or Trustee's) name may not be
pledged, encumbered, sold or otherwise transferred by a participant. Absent
satisfaction of said requirements, a participant wishing to sell, pledge,
encumber or otherwise dispose of shares must have those shares registered in his
name by terminating participation in the Plan pursuant to Section 12 or
withdrawing the shares pursuant to Section 13.

            A participant who wishes to receive cash in lieu of shares of Common
Stock upon termination of participation or withdrawal of shares may request the
Administrator to sell such shares and to deliver the net proceeds to the
participant. A participant must wait at least two (2) weeks after the purchase
of shares before selling the recently purchased shares from the Plan. The net
proceeds shall equal the selling price of the shares less the brokerage fees and
commissions, any withholding required under applicable tax laws and a fee of $15
for the handling of each such request.


Section 15. Voting of Shares

            Each participant will be sent a notice of meeting and proxy
statement and form of proxy for each meeting of shareholders of the Company.
Each participant will vote directly the shares registered in such participant's
name. The Administrator (or the Trustee, as the case may be) shall be deemed
instructed to vote the shares of Common Stock it holds in the Plan for a
participant who has shares registered in such participant's own name in the same
way that said participant votes the shares of Common Stock registered in the
participant's name, unless the participant instructs that the shares held in the
Plan are to be voted in another way, in which event said shares shall be voted
as instructed. If no shares of Common Stock are registered in a participant's
name, the Administrator (or the Trustee, as the case may be) shall vote the
shares it holds in the Plan for the participant in accordance with instructions
of the participant given on the proxy form duly signed and returned by the
participant. In the absence of any of the foregoing types of instructions, the
Administrator (or the Trustee, as the case may be) will vote the shares
registered in its name in the same proportion on each issue as it votes those
shares as to which it has received instructions.



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Section 16. Limitation of Liability

            Neither the Company nor the Administrator nor the Trustee nor the
Broker nor any of their respective officers, directors, representatives,
employees or agents shall be liable for any damages resulting from any act or
omission in connection with the Plan in the absence of bad faith or gross
negligence.


Section 17. Common Stock Adjustment Provisions

            If the outstanding shares of common stock of the Company are
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, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution with respect to such
shares of common stock or other securities, an appropriate and proportionate
adjustment may, subject to the requirements of federal and state securities laws
and regulations, be made by the Company to the maximum number and kind of shares
of common stock or other securities issuable under the Plan which are subject to
an effective registration statement filed with the Securities Exchange
Commission pursuant to the Securities Act of 1933, as amended.


Section 18. Other Matters

            The Board of Directors, Chief Financial Officer or Treasurer of the
Company shall determine the effective date of the Plan as most recently amended
hereby.

            The Company intends to continue the Plan indefinitely, but reserves
the right to suspend or terminate the Plan at any time. The Company also
reserves the right to make any additions or modifications to the Plan. The
Treasurer of the Company may interpret the Plan and may make additions thereto
which are not inconsistent with the above provisions of the Plan.

            In the event any stock dividends or split shares are distributed by
the Company on shares of Common Stock credited to the account of a participant
under the Plan, such shares will be added to the participant's account. Stock
dividends or split shares distributed on any shares of Common Stock registered
in the name of a participant will be distributed to the participant in the same
manner as to shareholders who are not participating in the Plan.

            In the event that the number of shares of Common Stock to be
purchased by the participants in the Plan exceeds the balance of the shares
authorized by the Board of Directors to be sold pursuant to the Plan, then the
Plan shall be automatically suspended with respect to future purchases until
such time as the Board of Directors of the Company has authorized additional
shares of Common Stock to be sold pursuant to the Plan. In the event of any such
automatic suspension of the Plan, then (1) on the date of such automatic
suspension of the Plan, the number of shares of Common Stock to be sold shall be
prorated among the participants purchasing shares on such date, and (2) the
Treasurer of the Company shall determine the date

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the suspension is to be lifted after the Board of Directors has authorized the
sale of additional shares of Common Stock pursuant to the Plan.

            The Company will notify each participant of the commencement of any
tender offer for securities which include the Company's Common Stock held in
participants' accounts. The Company will use its best efforts to distribute to
participants in a timely manner the same information that is distributed to all
of the Company's shareholders in connection with the tender offer. After
consulting with the Trustee, the Company will provide a means by which
participants may direct the Trustee whether or not to tender the Company's
Common Stock credited to their accounts. The Trustee will not tender shares held
in any participant's account for which it receives no direction from the
participant. A participant may, at any time prior to a tender offer withdrawal
date, direct the Trustee to withdraw shares of the Company's Common Stock
previously directed by the participant to be tendered.

            The Company or the Administrator shall provide participants with
prompt notice of any modification, suspension or termination of the Plan.

            Certificates for whole shares issued to a participant upon
termination of participation in the Plan pursuant to Section 12, or upon
withdrawal of shares pursuant to Section 13, or upon termination of the Plan by
the Company, shall be registered in the names used by participants at the time
they enrolled in the Plan, except as otherwise provided pursuant to Section 13.

            The Hawaiian Electric Industries Retirement Savings Plan and any
other plans of the Company or its direct or indirect subsidiaries may
participate in the Plan on such terms and in such manner as may be determined by
the Treasurer of the Company.


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