FPRS Plan Number

HEI Exhibit 4.2

[HEI Letterhead]

March 23, 2011

WI Implementations

Fidelity Investments

100 Magellan Way, KE22

Covington, KY  41015

Re: Changes to the Investment Options with respect to the Plans specified below (the “Plans”):

Dear WI Implementations:

This letter relates to the Plan investment options available under the trust agreement between Hawaiian Electric Industries, Inc. and American Savings Bank, F.S.B. (collectively and individually, the “Sponsor”) and Fidelity Management Trust Company (“Trustee”), dated February 1, 2000, as amended, for the Plans, (the “Agreement”).  The parties intend and agree that this letter shall constitute an amendment to the applicable Agreement and the parties shall make corresponding changes to the Plan Administration Manual to the extent the direction contained herein modifies the investment options available under the Plans and/or to the extent the directions modify the investment options to be used for the investment of assets for which the Trustee has not received investment direction from the Sponsor or participants as applicable.

Sponsor hereby directs Trustee to replace the previously signed letter amendment, dated March 7, 2011, with this newly agreed upon letter amendment.

Sponsor hereby directs Trustee to implement the Plan investment option changes described in the attached Direction to Change Investment Options and subject to the terms thereof.

Fees paid directly to any Fidelity affiliate by non-Fidelity mutual fund vendors will be posted and updated quarterly on Plan Sponsor Webstation at http://psw.fidelity.com or a successor site.

Timeframes

Trustee will implement the fund changes directed by Sponsor on the dates specified in the attached Direction to Change Investment Options and deliver communications in a timely manner as described herein, provided Trustee is in receipt of this signed letter by March 28, 2011.  The fund changes described herein will not be implemented and communications not delivered unless this signed letter is received by Trustee by March 28, 2011.

This letter (including any attachments hereto, each of which is incorporated herein by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and

Fidelity Confidential Project Number: 3496522

supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.  There are no representations, understandings or agreements relating to the directions given in this letter that are not fully expressed herein.  Sponsor recognizes the importance of changes to a Plan’s investment choices and the significant risks (financial and otherwise) associated with any incorrect actions in this regard and therefore confirms that it has read this letter fully, understands and confirms the accuracy of the directions being provided herein.

By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties.  Notwithstanding any contradictory provision of any Agreement, each party may rely without duty of inquiry on the foregoing representation.

Hawaiian Electric Industries, Inc. and American Savings Bank, F.S.B.

Fidelity Confidential Project Number: 3496522

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DIRECTION TO CHANGE INVESTMENT OPTIONS

I. Fund Additions

The Plans specified below will be adding the funds listed below after 4:00 PM ET on the live date indicated below:

Fidelity Confidential Project Number: 3496522

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Restrictions:

·                  Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the new investment options will be opened for all money-in and money-out transactions, and will not be restricted from any transaction.

Performance:

·                  Fund Performance will be made available on the VRU, NetBenefits, and Statements.

·                  The addition of the Fund Performance may take 1 to 3 business days following the fund effective date to populate on NetBenefits.

·                  The Standard Performance will be made available:

Standard Performance Options

Plan Level Fee Processing:

·                  The new funds will be added to the fee processing hierarchies in the last position.

Distribution Redemption Methods:

·                  The new funds will be added to the redemption methods for all withdrawals and loans according to the below methodology:

·                  For redemptions using a pro-rata method, the new funds will be added.

·                  For redemptions using a hierarchal method, the new funds will be added in the last position.

II. Fund Closures

As indicated in the chart below, the Plans specified will be (i) freezing the funds indicated below and redirecting contributions effective as of the market close (generally 4:00 P.M. Eastern time) on the live date listed below, and/or (ii) reallocating the balances in frozen funds in the Plans (whether frozen pursuant to this or a previous direction) effective as of the market close (generally 4:00 P.M. Eastern time) on the date specified below.

Fidelity Confidential Project Number: 3496522

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Fidelity Confidential Project Number: 3496522

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Transactional Details:

·                  Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the “From Fund” investment options will be closed for all money-in and money-out transactions, and will be restricted from all transactions.

·                  Prospectus, if available, will be automatically generated according to the participants’ mail preference as a result of this reallocation.

·                  All assets will be liquidated and processed as a cash transaction.

Auto Rebalance Notification

·                  Participants enrolled in the Auto Rebalance service offered by the plan will need to re-enroll if any of the closing funds are included in their rebalance order. A notification of this service will be included in the participant communication.

III. Communications Strategy

Trustee will draft the fund change notification for all plan participants and beneficiaries with a balance and all eligible employees.  Trustee will provide Sponsor with a draft of the notification in advance to review the accuracy of the notification in order to meet the confirmed delivery date.  Communications will be sent out at least 30 days prior to the earliest effective date unless otherwise directed by the Sponsor.

Trustee will distribute the fund change notification electronically, via standard email notification and NetBenefits, with print distribution to all beneficiaries and to participants who do not have a valid email address on file.

Sponsor has considered whether the directions herein implicate the Sarbanes-Oxley Act of 2002 (“SOA”) and to the extent implicated, has determined that any applicable SOA requirements have been or will be satisfied.

Fidelity Confidential Project Number: 3496522

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