Trust Agreement for HECO Capital Trust III.



 Exhibit 4(b) 
  
 TRUST AGREEMENT 
 OF 
 HECO CAPITAL TRUST III 
  
 THIS TRUST AGREEMENT is made as of November 20, 2003 (the “Trust Agreement”), by and among Hawaiian Electric Company, Inc., a Hawaii corporation, as
Depositor (the “Depositor”), The Bank of New York, a New York banking corporation, as trustee (the “Property Trustee”), The Bank of New York (Delaware), a Delaware banking corporation, as trustee (the “Delaware
Trustee”), and T. Michael May, Richard A. von Gnechten and Lorie Ann Nagata, acting hereunder not individually but in their capacity as trustees (collectively, together with the Property Trustee and the Delaware Trustee, the
“Trustees”). The Depositor and the Trustees hereby agree as follows: 
  
 1.    The trust created hereby shall be known as “HECO Capital Trust III” (the “Trust”), in which name the Trustees or the Depositor, to the extent provided herein, may conduct the business of the
Trust, make and execute contracts, and sue and be sued. 
  
 2.    The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $25. Such amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in such form as the Trustees may approve. 
  
 3.    The Depositor and the Trustees will enter into an amended and restated Trust Agreement or Declaration
satisfactory to each such party and substantially in the form to be included as an exhibit to the Registration Statement on Form S-3 (the “1933 Act Registration Statement”) referred to below, or in such other form as the Trustees and the
Depositor may approve, to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated
Trust Agreement or Declaration, the Trustees shall not have any duty or obligation hereunder or with respect of the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery
any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper as are necessary to effect the transactions contemplated herein. 
  
 4.    The Depositor, as the sponsor of the Trust, is hereby
authorized (i) to file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a)
the 1933 Act Registration Statement, including pre-effective or post-effective amendments to such Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Preferred
Securities of the Trust, (b) any preliminary prospectus or prospectus supplement thereto relating to the Preferred Securities 







 
required to be filed under the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”)
(including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or other
exchange, and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on the New
York Stock Exchange or such other exchange; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities or “Blue Sky” laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (iv) to execute, deliver and perform
on behalf of the Trust an underwriting agreement with the Depositor and the underwriter or underwriters of the Preferred Securities of the Trust. In the event that any filing referred to in clauses (i)-(iii) above is required by the rules and
regulations of the Commission, the New York Stock Exchange or other exchange, or state securities or Blue Sky laws to be executed on behalf of the Trust by the Trustees, the Trustees, in their capacities as trustees of the Trust, are hereby
authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees, in their capacities as trustees of the Trust, shall not be required to join any such filing
or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, or state securities or Blue Sky laws. In connection with all of the foregoing, the
Trustees, solely in their capacities as trustees of the Trust, and the Depositor hereby constitute and appoint any one or more of T. Michael May, Richard A. von Gnechten, Lorie Ann Nagata, David J. Reber and Gregory R. Kim, with power in any one of
them to act singly, as his, her or its, as the case may be, true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the Depositor or in the Depositor’s name, place and stead, in any and all capacities,
to sign any and all amendments (including all pre-effective and post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his respective substitute or substitutes, shall do or cause to be done by virtue hereof. 
  
 5.    This Trust Agreement may be executed in one or more
counterparts. 
  
 6.    The number of trustees of the
Trust initially shall be five (5) and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of trustees of
the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person which is a resident of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware. The Delaware Trustee represents and warrants that it has and will retain its principal place of business in the State of Delaware. Subject to the foregoing, the Depositor is entitled to appoint
or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Depositor. 
  
 7.    This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles). 
  
 [signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year
first above written. 
  

	 HAWAIIAN ELECTRIC COMPANY,
 INC., as Depositor
	 	 
		
	 By: /s/ Richard A. von Gnechten


Name: Richard A. von Gnechten
 Title: Financial Vice President
	 	 /s/ T. Michael May

 T. MICHAEL MAY, not in his individual
 capacity, but solely as trustee of the Trust

		
	 By: /s/ Lorie Ann Nagata

 Name: Lorie Ann Nagata
 Title: Treasurer
	 	 /s/ Richard A. Von Gnechten

 RICHARD A. VON GNECHTEN, not in his
 individual capacity, but solely as trustee of
 the Trust

		
	 THE BANK OF NEW YORK, not in its
 individual capacity but solely as trustee of
 the Trust
  
 By: /s/ Stacey B. Poindexter

 Name: Stacey B. Poindexter
 Title: Assistant Treasurer
	 	 /s/ Lorie Ann Nagata

 LORIE ANN NAGATA, not in her
 individual capacity, but solely as trustee of
 the Trust

		
	 THE BANK OF NEW YORK
 (DELAWARE), not in its individual
 capacity but solely as trustee of the Trust
	 	 
		
	 By: /s/ James Longshaw

 Name: James Longshaw
 Title: Senior Vice President