#1 Upon the vesting of restricted stock units, the reporting person deferred the receipt of shares of common stock and received instead an equal number of shares of phantom stock pursuant to the Company's deferred compensation plan. Each phantom share is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash or stock upon the reporting person's termination of service and may be transferred by the reporting person into an alternative investment account at any time. In addition, 23,986 shares previously included in Column 5 in Table I as indirectly owned by Trust are now being reported as phantom shares in Table II.

#1 Stock grant pursuant to the HEI 2011 Nonemployee Director Stock Plan.

#1 This transaction was executed in multiple trades at prices ranging from $113.321 to $113.416. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

#2 The reported number of shares includes shares acquired under a Dividend Reinvestment Program pursuant to Rule 16a-11.