HEI Exhibit 99.3
AMENDMENT 1996-1
TO THE
HAWAIIAN ELECTRIC INDUSTRIES RETIREMENT SAVINGS PLAN
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In accordance with Section 10.1 of the Hawaiian Electric Industries
Retirement Savings Plan (the "Plan"), the Hawaiian Electric Industries, Inc.
Pension Investment Committee hereby amends the Plan as follows:
1. Section 1.8 is deleted in its entirety and is replaced by a new
Section 1.8 to read as follows:
"1.8 Employee means any person employed on the payroll of a
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Participating Employer other than a person employed on a contract
basis. A person is employed on a "contract basis" if the person is
hired under written contract for a specific task or assignment.
Eligible Employee means a Participant who is eligible to receive an
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allocation of Salary Reduction Contributions for all or a portion of
the Plan Year."
2. Section 2.1 is deleted in its entirety and is replaced by a new
Section 2.1 to read as follows:
"Section 2.1 Eligibility for Participation
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Every person who was a Participant in the Plan on May 31, 1996,
shall continue to participate in the Plan following this amendment.
Effective June 1, 1996, the eligibility rules are based on
Participating Employer and employment status as follows:
(a) Employees of Hawaiian Electric Industries, Inc., Hawaiian
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Electric Company, Inc., Hawaii Electric Light Company, Inc., Maui
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Electric Company, Limited, HEI Diversified, Inc., and its subsidiary,
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Malama Pacific Corp. and its subsidiaries, HEI Power Corp., and
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Lalamilo Ventures, Inc. ("Category A Employees")
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(i) Nonunion Employees. A regular, full-time, nonunion
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Category A Employee shall become eligible as of the date he or she
first performs an Hour of Service. Any other nonunion Category A
Employee shall become eligible on the "Entry Date" following the date
he or she first completes one "Year of Service".
(ii) Bargaining Unit Employees. A Category A Employee
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whose employment with a Participating Employer is governed by a
collective bargaining agreement shall become eligible as of the date
he or she first performs an Hour of Service as a "regular" bargaining
unit Employee. "Regular" employment is defined here as it is defined
in the governing collective bargaining agreement, which definition is
incorporated herein by reference.
(b) Employees of Hawaiian Tug & Barge Corp. and Young Brothers,
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Limited ("Category B Employees").
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(i) Nonunion Employees. A full-time, nonunion Category B
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Employee shall become eligible as of the date he or she first performs
an Hour of Service. Any other nonunion Category B Employee shall
become eligible on the "Entry Date" following the date he or she first
completes one "Year of Service".
(ii) Bargaining Unit Employees. A Category B Employee
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whose employment with a Participating Employer is governed by a
collective bargaining agreement shall become eligible as of the date
he or she first performs an Hour of Service as a "regular" bargaining
unit Employee. "Regular" employment is defined here as it is defined
in the governing collective bargaining agreement, which definition is
incorporated herein by reference.
(c) Employees of American Savings Bank and its Subsidiaries
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("Category C Employees"). A regular, full-time Category C Employee
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shall become eligible as of the date he or she first performs an Hour
of Service. Any other Category C Employee shall become eligible on
the "Entry Date" following the date he or she first completes one
"Year of Service".
(d) Definitions. There shall be two "Entry Dates" -- January 1
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and July 1.
For purposes of this Section 2.1, a "Year of Service" shall mean
a computation period of twelve consecutive months during which an
Employee is credited with at least
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1000 Hours of Service. An Employee's initial computation period shall
begin on the date the Employee first performs an Hour of Service with
a Participating Employer. If the Employee does not complete a Year of
Service in the initial computation period, subsequent computation
periods shall begin with the Plan Year following the Plan Year in
which the Employee first performs an Hour of Service and each Plan
Year thereafter.
(e) Collective Bargaining Agreement Controls. Notwithstanding
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the foregoing, individuals in a collective bargaining unit that
bargained in good faith for other or no retirement benefits shall not
be eligible to become Participants."
3. Section 3.4 is deleted in its entirety and is replaced by a new
Section 3.4 to read as follows:
"Section 3.4 Return of Contributions
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If a contribution is made to a Participant's Account because of a
mistake of fact, the contribution (as adjusted for any earnings or losses
thereon) shall be returned to the Participant within one year of making
the contribution."
4. Section 6.6(b)(4) of the Plan is deleted in its entirety and is
replaced by a new Section 6.6(c) to read as follows:
"(c) If the present value of a Participant's vested Accounts does not
exceed $3,500, and has never exceeded $3,500 at the time of any prior
distribution, the balance to the credit of the Participant shall be
distributed as soon as practicable following the event that entitled
the Participant to a distribution thereof. If the present value of a
Participant's vested Accounts exceeds $3,500, or at the time of any
prior distribution (including in-service distributions other than
loans) exceeded $3,500, written consent of the Participant (and the
Participant's spouse, if applicable) must be obtained if the
distribution will commence before the Participant reaches the later of
age 62 or
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the Participant's Normal Retirement Age. With respect to this required
consent:
(1) No consent shall be valid unless the Participant has
received a general description of the material features and an
explanation of the relative values of the optional forms of benefit
available under the Plan that would satisfy the notice requirements of
Section 417 of the Code.
(2) Notice of the rights specified in this Section 6.6(c) shall
be provided no less than 30 days and no more than 90 days before the
Participant's annuity starting date; provided, however, such
distribution may commence less than 30 days after the notice is given
if (a) the notice clearly informs the Participant that the Participant
has a right to a period of at least 30 days after receiving the notice
to consider the decision of whether or not to elect a distribution and
any particular distribution option, and (b) after receiving the
notice, the Participant affirmatively elects a distribution.
(3) The notice must inform the Participant of the right to defer
commencement of benefits until the later of age 62 or Normal
Retirement Age. If the benefits are immediately distributable and the
Participant fails to consent to an immediate distribution, such
distribution shall be deferred until the Participant attains the later
of age 62 or Normal Retirement Age or later consents to an immediate
distribution."
5. Section 1.2 is deleted in its entirety and is replaced by a new
Section 1.2 to read as follows:
"1.2 Asset Manager means the Committee."
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6. Section 1.5 is deleted in its entirety and is replaced by a new
Section 1.5 to read as follows:
"1.5 Committee means the Hawaiian Electric Industries, Inc. Pension
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Investment Committee appointed by resolutions of the boards of
directors of the Participating Employers."
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7. Section 1.21 is deleted in its entirety and is replaced by a new
Section 1.21 to read as follows:
"1.21 Plan Administrator means the Committee."
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8. Article VII is deleted in its entirety and is replaced by a new
Article VII to read as follows:
"ARTICLE VII
ADMINISTRATION
Section 7.1 The Committee to be Named Fiduciary
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(a) The Committee shall be the "named fiduciary," as described
in Section 402 of ERISA with full authority to control and manage the
operation and administration of the Plan.
(b) The Committee shall adopt and maintain a funding policy and
method for the Plan that is consistent with the needs of the Plan and
the requirements of ERISA.
(c) The Committee shall comply with the reporting and disclosure
requirements of ERISA and shall serve as the Plan's agent for service
of legal process.
(d) The Committee shall have the power to interpret and construe
the provisions of the Plan and to reconcile any inconsistencies in its
provisions. The Committee shall adopt rules and procedures as it sees
fit for the proper administration of the Plan. The decision of the
Committee on any matter within its jurisdiction shall be binding and
conclusive upon the Participating Employers and upon each Participant,
Beneficiary, and other interested party.
(e) The Committee may employ one or more persons to render
advice with respect to any of its responsibilities with respect to the
Plan.
(f) The Committee may make and maintain written records of its
actions with respect to the Plan.
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(g) The Committee may delegate its responsibilities and powers
specifically set forth in this Section 7.1 and all other fiduciary
responsibilities associated with the Plan (other than those of the
Trustee or Insurance Company with respect to control of the assets of
the Plan) to any person or group of persons or other committee, and
such person, group of persons, or other committee may serve in more
than one capacity. Such delegees may be employees of the Participating
Employers, in which case, they shall serve without compensation. Any
delegee shall serve at the pleasure of the Committee; a delegee may be
removed by the Committee at any time and for any reason. A delegee
may resign at any time by giving notice to the Committee of his or her
or their resignation. If a delegee is an Employee of a Participating
Employer, such delegee shall be deemed to have submitted his or her
resignation upon ceasing to be employed by a Participating Employer.
Section 7.2 Expenses
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To the extent any expenses of the Plan are not paid by
Participants or paid out of the assets of the Plan, the Participating
Employers shall pay all expenses of administering the Plan. Such
expenses may include any expenses incurred by a Participating
Employer, the Committee, or any delegee of the Committee, including,
but not limited to, professional fees. Participants shall be assessed
a portion of Plan recordkeeping fees, including fees for Plan loans,
set-up fees, and annual maintenance fees.
The foregoing amendments shall be effective June 1, 1996.
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TO RECORD the adoption of these amendments to the Plan, the Hawaiian
Electric Industries, Inc. Pension Investment Committee has caused this document
to be executed this 28th day of May, 1996.
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HAWAIIAN ELECTRIC INDUSTRIES, INC.
PENSION INVESTMENT COMMITTEE
By /s/ Constance H. Lau
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Its member and Secretary
By /s/ Peter C Lewis
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Its member
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