SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

Pacific Century Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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[Pacific Century Financial Logo]

YOUR VOTE IS IMPORTANT!

Notice of 20002001
Annual Meeting of Shareholders
and Proxy Statement

Meeting Date: April 28, 200027, 2001

PACIFIC CENTURY FINANCIAL CORPORATION
130 Merchant Street
Honolulu, Hawaii 96813

[Pacific Century Financial Logo]

PACIFIC CENTURY FINANCIAL CORPORATION
130 MERCHANT STREET
HONOLULU, HAWAII 96813

March 8, 20009, 2001

Dear Shareholder:

You are invited to attend the Annual Meeting of shareholders of Pacific
Century Financial Corporation ("Pacific Century" or the "Company"). We will meet
at 8:30 a.m. on Friday, April 28, 200027, 2001 on the Sixth Floor of the Bank of Hawaii
Building, 111 South King Street, Honolulu, Hawaii.

The Notice of Meeting and Proxy Statement accompanying this letter describe
the business we will consider and vote upon at the meeting. A report to
shareholders on the affairs of Pacific Century also will be given, and
shareholders will have the opportunity to discuss matters of interest concerning
the Company.

For reasons explained in the accompanying Proxy Statement, the Board of
Directors recommends that you vote FOR all proposals.

YOUR VOTE IS VERY IMPORTANT. Please complete, sign, date and return the
enclosed proxy card and mail it promptly in the enclosed postage-paid return
envelope, even if you plan to attend the Annual Meeting. You may also vote by
telephone or electronically via the Internet. If you wish to do so, your proxy
may be revoked at any time before its use.

On behalf of the Board of Directors, thank you for your cooperation and
support.

Sincerely,

[LOGO]

LAWRENCE M. JOHNSON[/S/ MICHAEL E. O'NEILL]

MICHAEL E. O'NEILL
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

TABLE OF CONTENTS

PAGE
--------

NOTICE OF 20002001 ANNUAL MEETING OF SHAREHOLDERS............... 1

PROXY STATEMENT............................................. 2

Questions and Answers About the Proxy Materials and the
Annual Meeting............................................ 2

Proposals to Be Voted On..................................1: Election of Directors........................ 5

Board of Directors........................................ 65
Beneficial Ownership.................................... 8
Board Compensation...................................... 910
Board Committees and Meetings........................... 10

Beneficial Ownership...................................... 11
Audit Committee Report and Audit Fees................... 12

Executive Compensation.................................... 13
Report of the Compensation Committee....................Committee Report........................... 13
Summary Compensation Table.............................. 18
Stock Option/SAR Grants in Last Fiscal Year............. 19
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option Values....................... 20
Long-Term Incentive Plans--AwardsPlans -- Awards in Last Fiscal
Year...Year.................................................... 20
Pension Plan Table......................................Table and Retirement Plan.................. 21
Profit Sharing and Money Purchase Plans................. 2122
Change-in-Control Arrangements.......................... 22

Performance Graph......................................... 23

Certain Transactions with Management and Others........... 2423

Section 16(a) Beneficial Ownership Reporting Compliance... 23
Proposal 2: Amendment to Option Plan to Increase Available
Shares.................................................. 24
Proposal 3: Amendment to Option Plan to Allow the Number
of Options Granted to Exceed 20% of the Authorized Pool
but No More Than 23% for CEO Upon Hire.................. 24
Proposal 4: Amendment to Option Plan to Allow Grant of
Options to Independent Contractors...................... 25
Proposal 5: Election of Independent Auditor............... 26

Appendix A. Audit Committee Charter....................... 27

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 200027, 2001

------------------------

To Our Shareholders:

The Annual Meeting of shareholders of Pacific Century Financial Corporation
("Pacific Century" or the "Company") will be held on Friday, April 28, 2000,27, 2001, at
8:30 a.m. on the sixth floor of the Bank of Hawaii Building, 111 South King
Street, Honolulu, Hawaii, for the following purposes:

1. To elect fourthree Class IIIII Directors for terms expiring in 2004 and to
elect one Class II Director for a term expiring in 2003.

2. To approve an amendment to the Pacific Century Financial Corporation
Stock Option Plan of 1994 (the "Option Plan") to increase the number of
shares of common stock available for grant under the Option Plan.

3. To approve an amendment to the Option Plan to allow the number of
options granted to a Chief Executive Officer upon initial hire, to exceed
20%, but no more than 23% of the authorized pool limitation.

4. To approve an amendment to the Option Plan to allow the grant of options
to independent contractors.

5. To elect an Independent Auditor.

3.6. To transact any other business that may be properly brought before the
meeting.

The Board of Directors recommends that shareholders vote FOR all proposals.

Shareholders of record of Pacific Century common stock at the close of
business on February 28, 200027, 2001 are entitled to attend the meeting and vote on the
business brought before it.

We look forward to seeing you at the meeting. However, if you cannot attend
the meeting, your shares may still be voted if you complete, sign, date, and
return the enclosed proxy card in the enclosed postage-paid return envelope. You
also may vote by telephone or electronically via the Internet. The accompanying
proxy statement, also available online at www.boh.com, provides certain
background information that will be helpful in deciding how to cast your vote on
business transacted at the meeting.

By Order of the Board of Directors

[/S/ CORI C. WESTON]

CORI C. WESTON
VICE PRESIDENT AND SECRETARY
PACIFIC CENTURY FINANCIAL CORPORATION

Honolulu, Hawaii
Dated: March 8, 20009, 2001

IMPORTANT

PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTE BY TELEPHONE OR
ON THE INTERNET AS PROMPTLY AS POSSIBLE. THIS WILL SAVE YOUR COMPANY THE
EXPENSE OF A SUPPLEMENTARY SOLICITATION.

THANK YOU FOR ACTING PROMPTLY.

PROXY STATEMENT

The Board of Directors of Pacific Century Financial Corporation ("Company"
or "Pacific Century") is soliciting the enclosed proxy for the Company's 20002001
annual meeting. The proxy statement, proxy card, and the Company's 20002001 Annual
Report to Shareholders and Form 10-K are being distributed on or about March 8, 2000.
SHAREHOLDERS MAY OBTAIN ADDITIONAL COPIES OF THE ANNUAL REPORT AND FORM 10K
WITHOUT CHARGE FROM CORI C. WESTON, CORPORATE SECRETARY, PACIFIC CENTURY
FINANCIAL CORPORATION, 130 MERCHANT STREET, HONOLULU, HAWAII 96813.9,
2001.

------------------------

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q: WHAT AM I VOTING ON?

A: The election of directors, three amendments to the Option Plan and the
election of an independent auditor.

Q: WHO CAN VOTE AT THE ANNUAL MEETING?

A: Shareholders as of the close of business on February 28, 200027, 2001 (the "Record
Date") can attend and vote at the annual meeting. Each share of common stock
is entitled to one vote. On the Record Date, there were 79,650,02479,791,250 shares of
common stock issued and outstanding.

Q: HOW MANY VOTES DO WE NEED TO HOLD THE ANNUAL MEETING?

A: The holders of at least one-third of the outstanding common stock on the
Record Date entitled to vote at the annual meeting must be present to
conduct business. That amount is callcalled a QUORUM. Shares are counted as
present at the meeting, if a shareholder entitled to vote is present and
votes at the meeting, has submitted a properly signed proxy, or has properly
voted by telephone or over the Internet. We also count abstentions and
broker non-votes for a quorum.

Q: WHAT SHARES CAN I VOTE?

A: You may votes all shares you own on the Record Date. The enclosed proxy card
shows the number of shares you may vote.

Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?

A: If you are a shareholder of record, you can attend the annual meeting and
vote in person the shares you hold directly in your name as the shareholder
of record. If you choose to do that, please bring the enclosed proxy card or
proof of identification. If you hold your shares as a beneficial owner, you
must vote your shares through your broker or other nominee.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND YOU ALSO SUBMIT
YOUR PROXY SO YOUR VOTE WILL BE COUNTED IF YOU LATER DECIDE NOT TO ATTEND
THE ANNUAL MEETING.

Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

A: You may direct your vote without attending the annual meeting. You may vote
by granting a proxy, or, for shares held in street name, by submitting
voting instructions to your broker or other nominee. You can do that over
the Internet, by telephone, or by mail. If your shares are held by a broker
or other nominee, then you will receive instructions from it, that you must
follow to have your shares voted. If you hold your shares as the shareholder
of record, then you may instruct the proxies how to vote your shares, using
the toll free telephone number or the Internet voting site listed on the
proxy card, or by signing, dating, and mailing the proxy card in the postage
paid envelope we have provided you. Please refer to the summary instructions
below and those on your proxy card, or, for shares held in street name, the
voting instruction card sent by your broker or nominee.

MAIL. You may mail your proxy by signing your proxy card or, for shares
held in street name, the voting instruction card included by your broker or
nominee, and mailing it in the enclosed, postage prepaid and addressed
envelope. If you provide specific voting instructions, your shares will be
voted as you instruct. If you sign and return a proxy card without giving
specific voting instructions, your shares will be voted as recommended by
our Board of Directors.

INTERNET. If you have Internet access, you may submit your proxy from
anywhere, following the "Vote by Internet" instruction on your proxy card.

TELEPHONE. If you live in the United States you may submit your proxy by
following the "Vote by Phone" instructions on the proxy card.

Q: CAN I CHANGE MY VOTE?

A: Yes. You may change your proxy instructions any time before the vote at the
annual meeting. For shares you hold as shareholder of record, you may change
your vote by granting a new proxy or by attending the annual meeting and
voting in person. Attendance at the annual meeting will not cause your
previously granted proxy to be revoked unless you specifically so request.
For shares you hold as beneficial owner, you may change your vote by
submitting new voting instructions to your broker or nominee.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

A: We will announce voting results at the annual meeting. We also will publish
those results in our quarterly report on Form 10-Q for the first quarter of
fiscal 2000.2001.

Q: WHO WILL COUNT THE VOTES?

A: Morrow & CompanyGeorgeson Shareholder Communications, Inc. will count and tabulate the
votes. The shares represented by your proxy will be voted FOR each of the
proposals, unless you indicate to the contrary.

Q: WHAT ARE THE VOTING PROCEDURES?

A: Directors are elected by a plurality of votes cast. Nominees who receive the
most votes will be elected. Abstentions and broker non-votes will not be
taken into account in determining the outcome of the election. All other
proposals require the affirmative vote of a majority of shares present in
person or by proxy and entitled to vote at the meeting.

Q: IS MY VOTE CONFIDENTIAL?

A: Yes. Proxy instructions, ballots, and voting tabulations that identify the
individual shareholders are handled to protect your privacy. Your vote will
not be disclosed within Pacific Century or to third parties except (i) as
necessary to meet applicable legal requirements, (ii) to allow for the
tabulation of votes and certification of the vote, and (iii) to facilitate a
successful proxy solicitation by our Board. Occasionally, shareholders write
comments on their proxy cards, which are forwarded to Pacific Century
management.

Q: WHO WILL BEAR THE COST OF SOLICITING PROXIES?

A: We will pay the cost of this proxy solicitation. In addition to soliciting
proxies by mail, we expect that a number of our employees will solicit
shareholders for the same type of proxy, personally, and by telephone, the
Internet, facsimile, or other means. None of those employees will receive
any additional or special compensation for doing that task. We have retained
Georgeson & Company,Shareholder Communications, Inc. a firm of professional proxy
solicitors, to assist in the solicitation of proxies for an estimated fee of
$6,500, plus reasonable out-of-pocket costs and expenses. We will, upon
request, reimburse brokers or other nominees for their reasonable
out-of-pocket expenses in forwarding proxy materials to their customers who
are beneficial owners and obtaining their voting instructions.

Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?

A: It means your shares are registered differently and are in more than one
account. Sign and return all proxy cards or vote each proxy card by
telephone or Internet, to ensure all your shares are voted. To provide
better shareholder services, we encourage you to have all accounts
registered in the same name and address. You may do that, by contacting our
transfer agent, Continental Stock Transfer & Trust Company (1-800-509-5586).

3
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
SHAREHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

A: Yes. You may submit proposals for consideration at future shareholder
meetings, including director nominations.

PROXY STATEMENT PROPOSALS. Under the rules of the Securities and Exchange
Commission, proposals that shareholders wish to have included in the proxy
statement for the 20012002 annual meeting of shareholders must be received by
the Corporate Secretary of Pacific Century on or before November 9, 200010, 2001
(address below).

OTHER SHAREHOLDER PROPOSALS. Under our By-Laws, for Pacific Century to
consider a shareholder proposal for the 20012002 annual meeting, it must receive
the written proposal no later than 80 days nor earlier than 90 days before
the first anniversary of the 20002001 annual meeting; that date range will be
not later than February 8, 20016, 2002 and not earlier than January 24, 2001.26, 2002.
(Please refer to Section 1.12 Pacific Century's By-Laws.) The proposal also
must contain the information as required in Pacific Century's By-Laws. Those
advance notice provisions are in addition to, and separate from, the
requirements a shareholder must meet to have a proposal included in the
proxy statement under the rules of the Securities and Exchange Commission.

NOMINATING DIRECTOR CANDIDATES. The Nominating Committee will consider your
recommendation for nominees for election to the Board at the 20012002 annual
meeting if it receives your recommendation in writing, on or before
February 8, 20016, 2002 and not earlier than January 24, 2001,26, 2002, and as otherwise
provided in Section 1.12 of Pacific Century's By-Laws, addressed to Pacific
Century's Nominating Committee in care of the Corporate Secretary (address
below). Your written notice, and written consent of such individual to serve
as director, must be delivered or mailed by first class mail to the
Corporate Secretary and must set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice,
(ii) the principal occupation or employment of the nominee, and (iii) the
number of shares of Pacific Century stock the nominee beneficially owns.

COPY OF BY-LAW PROVISIONS. You may contact the Corporate Secretary at 130
Merchant Street, Honolulu, Hawaii 96813, for a copy of the relevant by-law
provisions regarding the requirements for making shareholder proposals and
nominating director candidates.

Q: WHERE CAN I FIND OUT MORE INFORMATION ABOUT THE COMPANY BEFORE THE ANNUAL
MEETING?

A: You can find more information about the Company on-line at: www.boh.com.

A COPY OF PACIFIC CENTURY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
RELATED FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER WHO REQUESTS
A COPY IN WRITING TO THE CORPORATE SECRETARY AT THE ADDRESS ABOVE. THE FORM 10-K
CONSISTS PRIMARILY OF INCORPORATION BY REFERENCE OF INFORMATION CONTAINED IN THE
ANNUAL REPORT TO SHAREHOLDERS OR IN THIS PROXY STATEMENT.

PROPOSALS TO BE VOTED ON

The shares represented by your proxy will be voted FOR each of the following
proposals, unless you indicate to the contrary.

1.PROPOSAL 1: ELECTION OF DIRECTORS. Nominees for election are David A. Heenan, Stuart T.
K. Ho, Lawrence M. Johnson, and Fred E. Trotter for three-year terms expiring in
2003. See page 6 for more information. Each nominee has consented to serve. All
nominees are currently serving on the Board. If a nominee is not a candidate at
the annual meeting, then the proxies plan to vote for the remaining nominees and
other persons as the proxies may determine. Directors are elected by a plurality
of votes cast; nominees who receive the most votes will be elected. Abstentions
and broker non-votes will not be taken into account in determining the outcome
of the election. If you do not want to vote for a particular nominee, you may
indicate that on the proxy card or through your telephone or Internet voting.
Your Board recommends a vote FOR these directors.

2. ELECTION OF AN INDEPENDENT AUDITOR. Ernst & Young LLP has been Pacific
Century's independent auditor since its incorporation in 1971, and it also
serves as independent auditor for the Bank of Hawaii (the "Bank"). We expect
representatives of Ernst & Young LLP to attend the annual meeting. Ernst & Young
LLP have indicated that they will have no statement to make but will be
available to respond to questions. We need the affirmative vote of a majority of
shares present in person or by proxy and entitled to vote at the annual meeting
to re-elect Ernst & Young LLP as our independent public accountants for 2000.
Your Board recommends a vote FOR Ernst & Young LLP as the Company's independent
auditor for 2000.

3. OTHER BUSINESS. The Board knows of no other business for consideration at
the annual meeting. Your signed proxy or proper telephone or Internet vote gives
authority to the proxies to vote at their discretion on other matters properly
presented at the annual meeting, or any adjournment or postponement of the
meeting.

5
DIRECTORS
BOARD OF DIRECTORS

The Company's Certificate of Incorporation provides that the Board of
Directors shall consist of not less than 3 nor more than 15 persons. The Board
is to be divided into 3 classes, with the terms of office of one class expiring
each year. Nominees for election are described below. Each nominee has consented
to serve. All nominees are currently serving on the Company's Board with the
exception of Mr. Clinton R. Churchill who serves on the Board of Bank of Hawaii,
the Company's largest subsidiary. Mr. Churchill has been nominated as a
Class II director (term to expire in 2003) to succeed Mr. Fred E. Trotter, who
has reached mandatory retirement age. If a nominee is not a candidate at the
time of the annual meeting, then the proxy holders plan to vote for the
remaining nominees and other persons as they may determine.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL.

NOMINEES FOR ELECTION FOR CLASS IIIII TERMS EXPIRING IN 2004

NAME, AGE, AND YEAR
FIRST ELECTED AS PRINCIPAL OCCUPATION(S)
DIRECTOR DURING PAST 5 YEARS OTHER DIRECTORSHIPS HELD
- ------------------------ ------------------------------------------------------ ------------------------------

Mary G.F. Bitterman; President and Chief Executive Officer, KQED, Inc.
56; 1994 (public broadcasting center) since November 1993.

Martin A. Stein President, Sonoma Mountain Ventures, LLC, (strategic 724 Solutions, Inc.
60; 1999; and technology consulting and venture capital) since
October 1998; Vice Chair of BankAmerica Corp. from
1990 to October 1998, responsible for Technology,
Operations, Payments, and Purchasing.

* Stanley S. Takahashi; Executive Vice President & Chief Operating Officer,
68; 1996 Kyo-Ya Company, Ltd. since 1989; Chairman since 1996
and Director of United Laundry Service, Inc. since
1992; President and Director of Kyo-Ya Insurance
Services Inc. since 1994; Director of Kokusai Kogyo
Company, Ltd. since 1992 (diversified ownership of
hotels and resorts in Hawaii, California, Florida, and
Australia).

* Mr. Takahashi's term of office will expire on the day of the annual shareholders meeting to be held in 2002,
as he will have reached the mandatory retirement age.

NOMINEE FOR ELECTION FOR CLASS II TERM EXPIRING IN 2003

Clinton R. Churchill Trustee, The Estate of James Campbell since 1992;
57 Chief Executive Officer of The Estate of James
Campbell from 1988 to 1992

CLASS II DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2003

David A. Heenan; Trustee, The Estate of James Campbell since January 1, Maui Land & Pineapple Co.;
60;61; 1993 1995; Chairman, President and Chief Executive Officer Inc. Various subsidiaries and
of Theo H. Davies & Co., Ltd. (the North American affiliates of Pacific Century.
subsidiary of Hong Kong-based Jardine Matheson
Holdings Ltd., a diversified multi-national
corporation) July 1982 to December 31, 1994.

Stuart T. K. Ho; Chairman of the Board and President, Capital Capital Investment of Hawaii,
64; 1987 Investment of Hawaii, Inc. (diversified real estate Inc.; Gannett Co., Inc.;
development and management company) since January College Retirement Equities
1982; Chairman, Gannett Pacific Corp. (newspaper Fund; TIAA- CREF Mutual Funds;
publishing company) since 1987. Various subsidiaries and
affiliates of Pacific Century.

Lawrence M. Johnson;Michael E. O'Neill; Chairman and Chief Executive Officer of Pacific
Various subsidiaries and
59; 198954; 2000 Century and the Bank of Hawaii since August 1994; affiliates of Pacific Century.
President of Pacific CenturyNovember 2000;
Vice Chairman and Bank March 1989 to
July 1994; Executive Vice President of Pacific Century
August 1980 to February 1989.

Fred E. Trotter; President of F. E. Trotter, Inc. since January 1970. Longs Drug Stores; Maui Land &
69; 1978 Pineapple Co., Inc.; Various
subsidiaries and affiliates of
Pacific Century.Chief Financial Officer, BankAmerica
Corporation, 1995--1999.

CLASS I DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2002

Peter D. Baldwin; President of Baldwin Pacific Corporation (livestock
Maui Land & Pineapple Co.,
62;63; 1991 maintenance and sales on Maui and orchard farming in Inc.
California) since 1965; President, Baldwin Pacific
Properties, Inc. (real estate development company)
since 1988; Director and Chief Executive Officer of
Orchards Hawaii, Inc. (fruit juice marketing) since
1986; President of Haleakala Ranch Co. (cattle
ranching and real estate development).

Richard J. Dahl; President of Pacific Century and Bank of Hawaii since
Various subsidiaries and
48;49; 1995 August 1994; Chief Operating Officer of Pacific affiliates of Pacific Century.
Century since 1997; Chief Operating Officer of the
Bank since August 1995; Executive Vice President and
Chief Financial Officer of Pacific Century, April 1987
to January 1994; Vice Chair of the Bank, December 1989
to July 1994. Director of Bank since April 1994.

Robert A. Huret General Partner and Managing Member of FTVentures Corillian Corp.
55; 2000 (investment technology fund) since 1998; Senior
Consultant, Financial Services Group at Montgomery
Securities from 1984--1998.

Donald M. Takaki; Chairman and Chief Executive Officer, Island Movers,
Various subsidiaries and
58;59; 1997 Inc. since 1964 (a transportation service company); affiliates of Pacific Century.
President, Transportation Concepts, Inc. since 1988 (a
transportation leasing company) and General Partner,
Don Rich Associates since 1979 (a real estate
development company).

CLASS III DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2001BENEFICIAL OWNERSHIP

At the close of business on December 31, 2000, Pacific Century had
79,653,774 shares of common stock outstanding. As of December 31, 2000, this
table shows how much Pacific Century common stock is owned (i) by its directors,
nominees, and executive officers and (ii) by two companies that own beneficially
5% or more of Pacific Century's common stock.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

NUMBER OF PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY RIGHT TO SHARES AS OF
NAME AGE, AND YEAR
FIRST ELECTED AS PRINCIPAL OCCUPATION(S)
DIRECTOR DURING PAST 5 YEARS OTHER DIRECTORSHIPS HELDOWNED ACQUIRE TOTAL 12-31-00
- ----------------------- ------------------------------------------------------ --------------------------------
------------------------------------------- ---------- --------- ---------- -----

Wellington Management Co., LLP
75 State Street
Boston, Massachusetts 02109 11,114,251 (1) -0- 11,114,251 13.95%

Peter D. Baldwin 3,771 (2) 10,000 (7) 13,771 *

Mary G.F. Bitterman; President and Chief Executive Officer, KQED, Inc. Various subsidiaries and
55; 1994 (public broadcasting center) since November 1993; affiliates of Pacific Century.
Consultant (telecommunications, investments and
Asian-Pacific affairs) November 1988 to October 1993Bitterman 12,497 (2)(3) 10,000 (7) 22,497 *

Clinton R. Churchill 4,758 (2)(3) 5,000 (7) 9,758 *

David A. Heenan 12,260 (2)(6) 10,000 (7) 22,260 *

Stuart T.K. Ho 19,324 (2)(3)(8) 10,000 (7) 29,324 *

Robert A. Huret 1,255 (2) -0- 1,255 *

Martin A. Stein President, Sonoma Mountain Venture, (strategic400 (2) 3,000 (7) 3,400 *

Stanley S. Takahashi 2,500 (2)(3) 10,000 (7) 12,500 *

Donald M. Takaki 6,814 (2)(3) 9,000 (7) 15,814 *

Fred E. Trotter 4,408 (2) 10,000 (7) 14,408 *

Michael E. O'Neill 828,961 (5) 828,961

Richard J. Dahl 160,653 (2)(3)(4) 487,500 648,153 *

Mary P. Carryer 6,393 (2) 166,575 172,968 *

Alton T. Kuioka 89,430 (2)(4) 237,938 327,368 *

David A. Houle 11,774 (3)(4) 141,698 153,472 *

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
AS A GROUP (17 PERSONS) 1,172,135 1,259,211 2,431,346 3.05%

* Each of the directors and named executive officers beneficially owns less than 1% of the outstanding common
stock except Mr. O'Neill. Mr. O'Neill directly owns 0.8% of the outstanding shares, and beneficially owns
1.04% of the outstanding shares, if the 152,273 shares owned by the Bank of Hawaii 59; 1999; technology consulting and venture capital) since
October 1998, Vice Chair of BankAmerica Corp.; from
1990 to October 1998, responsible for Technology,
Operations, Payments, and Purchasing.

Stanley S. Takahashi; Executive Vice President & Chief Operating Officer, Various subsidiaries and
67; 1996 Kyo-Ya Company, Ltd. since 1989; Chairman since 1996 affiliates of Pacific Century.
and Director of United Laundry Service, Inc. since
1992; President and Director of Kyo-Ya Insurance
Services Inc. since 1994; Director of Kokusai Kogyo
Company, Ltd. since 1992 (diversified ownership of
hotels and resortsCharitable Foundation
mentioned in Hawaii, California, Florida,and
Australia).footnote 5 are included.

8
NOTES TO TABLE ON AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

(1) According to information furnished by them, Wellington Management Company,
LLP ("WMC") is an investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940, as amended.
As of December 31, 2000, WMC, in its capacity as investment adviser, may be
deemed to have beneficial ownership of 11,114,251 shares of Pacific Century
common stock owned by numerous investment advisory clients, none known to
have such interest for more than five percent of the class. As of
December 31, 2000, WMC had shared voting power over 9,341,405 shares, and
shared dispositive power over 11,114,251 shares.

(2) Includes 1,000 restricted shares that each of the directors owns under the
Director Stock Program with the exception of the following directors and
named executive officers: Mr. Stein, 400 shares; Mr. Kuioka, 800 shares; and
Ms. Carryer, 400 shares. Mr. O'Neill and Mr. Huret do not own any restricted
shares. Also includes shares that Messrs. Heenan, Ho, Huret and Takaki own
under the Directors Deferred Compensation Plan. See discussion on page 10
for further information on the Directors Deferred Compensation Plan and
Director Stock Program.

(3) Includes shares held by family members individually, jointly, or in trust as
follows: Ms. Bitterman, 6,201 shares; Mr. Churchill, 685 shares; Mr. Ho, 675
shares; Mr. Takahashi, 1,500 shares; Mr. Takaki, 2,494 shares; Mr. Dahl,
52,345 shares; and Mr. Houle, 7,298 shares.

(4) Includes shares held in trust for the following named executive officers
under the Pacific Century Profit Sharing Plan described on page 22:
Mr. Dahl, 7,497 shares; Mr. Kuioka, 19,444 shares; and Mr. Houle, 2,676
shares.

(5) Includes 152,273 shares owned by the Bank of Hawaii Charitable Foundation,
of which Mr. O'Neill is President. Mr. O'Neill disclaims beneficial
ownership of those shares.

(6) Includes 420 shares owned by a family partnership.

(7) Includes restricted shares that each director has the right to acquire under
the Director Stock Program described on page 10.

(8) Includes 1353 shares as co-trustee for the Chinn Ho Trust under Trust
Agreement dated February 6, 1987.

BOARD COMPENSATION

Pacific Century's Board of Directors met sevenfourteen times during 1999.2000. Each
director attended 75% or more of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees on which he or
she served in 1999.

Except Messrs. Johnson and Dahl,2000.

Directors' fees are paid only to directors who doare not receive fees for serving on the
Board, eachemployees. Each such
director was paid an annual retainer of $8,000, plus $750 for each
regular Board meeting
attended. All Pacific Century directors are also directors of the Bank of Hawaii
and except Messrs. Johnson, Dahl, Kuioka and
Ms. Carryer, receive an annual retainer as a Bank director of $8,000, plus $750 for each
regular Bank Board meeting. Each current Pacific Century director
except Mr. Stein, holds 125 shares of Bank of Hawaii stock, and during 1999
received $4,950 in dividends on such shares.meeting attended. Directors are reimbursed for board-
relatedboard-related travel
expenses. The Company does not have a retirement plan for directors not employed
by the Company.

The Board has fivefour standing committees: Audit Committee, Compensation and
Management Development Committee ("Compensation Committee"), Chief Executive Officer
Evaluation Committee ("CEO Evaluation Committee"), Executive
Committee, and Nominating Committee. Directors not employed by the Company or
its subsidiaries serving as members of the Compensation Committee and Executive
Committee receive $600 for each meeting attended. The Audit Committee meeting
fee is $750. The chair of the Compensation Committee receives an annual retainer of $2,500. The
chair and vicethe chair of the Audit
Committee also receivedreceive an annual retainer of $3,500$3,500.

Upon Mr. Lawrence M. Johnson's announced retirement as Chairman and $3,000, respectively.Chief
Executive Officer ("CEO") of the Company, the Board established a CEO Search
Committee ("Search Committee") to assist in the selection and evaluation of
potential candidates to fill the position of Chairman and CEO of the Company.
The chair of the CEO EvaluationSearch Committee receives an annual retainerreceived a fee of $1,500 and each member receives an annual
retainer of $1,000.$25,000. Members of the
CEO EvaluationSearch Committee receive no separatereceived a $600 meeting fees.fee.

DIRECTORS DEFERRED COMPENSATION PLAN

Pacific Century maintains a Directors Deferred Compensation Plan under which
each director may elect to defer all of his or her annual retainer and meeting
fees or all of his or her annual retainer. Distribution of the deferred amounts
will begin as of the first day of the first month after the participating
director ceases to be a director of Pacific Century. Distribution will be made
in a lump sum or in approximately equal annual installments over such period of
years (not exceeding 10 years) as the director elects at the time of deferral.
Under the Deferred Plan, deferred amounts are not credited with interest, but
they are valued based on corresponding investments in Pacific Capital Funds or
Pacific Century Stock, as selected by participants.

DIRECTOR STOCK PROGRAM

Pacific Century maintains a Director Stock Program under which each director
of Pacific Century and the Bank, who is not an employee, receives an annual
grant of options to acquire restricted stock at a price equal to the fair market
value of Pacific Century's stock at the date of grant. A director not employed
by Pacific Century or the Bank, and a memberThe annual grant is an
option of both Boards, receives an annual
option1,000 shares for 2,000 restricted shares; a director who serves on only one Board
receives an annual option for 1,000 restricted shares.each board. Under the Director Stock Program, all
directors of the Bank also receive annual grants of 200 restricted shares (not
to exceed 1,000 restricted shares to any one director). Currently, the only
Pacific Century directors eligible to receive annual grants are, Huret, Stein
and O'Neill because the other directors have received the maximum 1,000 shares.
Bank directors Kuioka and Carryer also continue to receive annual grants.
Restricted stock issued under the Director Stock Program carries voting and
dividend rights but is generally non-transferable during a restriction period
that ends upon expiration of a director's last consecutive term, at death, upon
disability, upon a change in control, or upon removal from office by
shareholders without cause. Restricted stock will be forfeited if a director
ceases to serve as a director for any reason that does not cause a lapse of the
restriction period.

910

BOARD COMMITTEES AND MEETINGS

AUDIT COMMITTEE 6 MEETINGS IN 19992000

FUNCTIONS CURRENT MEMBERS
- --------- ---------------
- - Reviews Pacific Century's filings withInformation regarding the Securities andfunctions performed by the David A. Heenan (Chair)
Exchange Commission
- - Reviews tax mattersCommittee is set forth in the Report of consequence to Pacific Century andthe Audit Mary G.F. Bitterman
(Vice Chair)
its subsidiaries
- - ReviewsCommittee and the internal financial controls of Pacific Stuart T.K. Ho
Century and its subsidiaries
- - Reviews the scope of auditing activity and reportsAudit Committee Charter included in Martin A. Stein
this proxy statement.
* Robert Wo, Jr.

prepared by Pacific Century's independent and internal +J. Richard Fredericks
auditors and regulatory agencies
- - Reviews* Mr. Wo is a director of the audit services provided by the independent
auditors and makes recommendations to the BoardBank of Directors concerning the nomination of independent
auditors for Pacific Century
- - Reviews matters pertaining to corporate governance
+ Mr. Fredericks became U.S. Ambassador to Switzerland and resigned from the Board effective November
19, 1999.Hawaii.

COMPENSATION COMMITTEE 46 MEETINGS IN 19992000

FUNCTIONS CURRENT MEMBERS
- --------- ---------------
Reviews, approves, and reports to the Board of Directors on the compensation + Fred E. Trotter (Chair)
compensation

arrangements and plans for senior management of Stuart T.K. Ho
Pacific Century and its subsidiariesMary G.F. Bitterman
subsidiaries. ++ Stuart T.K. Ho
- - Reviews and approves goals for incentive compensation plans *Herbert M. Richards
and stock Martin A. Stein
option plans, and evaluates performance against those goals

CEO EVALUATION COMMITTEE 2 MEETINGS IN 1999

FUNCTIONS CURRENT MEMBERSgoals. Stanley S. Takahashi
- --------- ---------------- Determines the performance objectives of the CEO and evaluates the CEO's
Fred E. Trotter (Chair)
performance measured against the performance objectivesobjective and goals Stuart T.K. Ho
of
Pacific Century Mary G.F. Bitterman
Stanley S. Takahashi
*Herbert M. RichardsCentury.

+ Mr. Trotter assumed the Chair of the Compensation Committee in
October, succeeding Ms. Bitterman. Mr. Trotter, currently a director, has
reached the mandatory retirement age of 70 and will retire
from the Board effective April 27, 2001.

++ Mr. Ho resigned from the Board effective January 26, 2001.

EXECUTIVE COMMITTEE 1 MEETING5 MEETINGS IN 19992000

FUNCTIONS CURRENT MEMBERS
- --------- ---------------
Has power to act for the Board whenever the Board is not in session and *H. Howard Stephensontime is ** Michael E. O'Neill (Chair)
time is
of essence Lawrence M. Johnsonessence. Mary G.F. Bitterman (Vice Chair)
Richard J. Dahl
++ Stuart T.K. Ho
+ Fred E. Trotter
**Mary G.F. Bitterman
**Peter D. Baldwin
David A. Heenan

**Two non-employee directors serve for six-month terms Mr. O'Neill assumed the Chair of the Executive Committee in
November 2000, succeeding Mr. Johnson who retired November 2000.

NOMINATING COMMITTEE 3 MEETINGS IN 19992000

FUNCTIONS CURRENT MEMBERS
- --------- ---------------
- - Reviews the qualifications of all Board candidates and recommends Fred R. TrotterMary G.F. Bitterman (Chair)

candidates for membership on the BoardBoard. ++ Stuart T. K.T.K. Ho (Vice Chair)
Peter D. Baldwin
Mary G.F. Bitterman
David A. Heenan
*Herbert M. Richards, Jr.
* Messrs. Stephenson and Richards, currently directors, have reachedRobert A. Huret
Martin A. Stein
the mandatory retirement age of 70 and will retire from the Board *H. Howard Stephenson
effective Stanley S. Takahashi
April 28, 2000.
Donald M. Takaki

1011

BENEFICIAL OWNERSHIP

At the close of business on December 31, 1999, Pacific Century had 80,065,876
shares of common stock outstanding. As of December 31, 1999, this table shows
how much Pacific Century common stock (i) is owned by its directors, nominees,
and executive officers and (ii) by two companies that own beneficially 5% or
more of Pacific Century's common stock.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

NUMBER OF PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY RIGHT TO SHARES AS OF
NAME OWNED ACQUIRE TOTAL 12-31-99
- ------------------------------------------- --------- --------- --------- ----

Wellington Management Co., LLP 75 State
Street Boston, Massachusetts 02109 6,464,800 (1) -0- 6,464,800 8.06%

State Farm Mutual Auto Insurance CompanyCEO SEARCH COMMITTEE 3 MEETINGS IN 2000

FUNCTIONS CURRENT MEMBERS
- --------- ---------------
Assist in the selection and its related entities One State Farm
Plaza Bloomington, Illinois 61701 5,061,312 (2) -0- 5,061,312 6.30%

Peter D. Baldwin 3,529 (3) 8,000 (9) 11,529 *evaluation of candidates to fill the position Mary G.F. Bitterman 11,914 (3)(4) 8,000 (9) 19,914 *(Chair)

of Chairman and CEO of the Company. David A. Heenan
10,453 (3)(7) 8,000 (9) 18,453 *++ Stuart T.K. Ho
18,435 (3)(4)(8) 8,000 (9) 26,435 *Robert A. Huret
Martin A. Stein
200 (3) 2,000 (9) 2,200 *

Stanley S. Takahashi 2,300 (3)(4) 8,000 (9) 10,300 *

Donald M. Takaki 5,264 (3)(4) 7,000 (9) 12,264 *

Fred F. Trotter 4,208 (3) 8,000 (9) 12,208 *

Lawrence M. Johnson 440,123 (3)(5)(6) 553,707 993,830 *

Richard J. Dahl 159,002 (3)(4)(5) 459,110 618,112 *

Alton T. Kuioka 77,166 (3)(5) 214,188 291,354 *

Mary P. Carryer 6,177 (3) 131,575 137,752 *

David A. Houle 10,161 (4)(5) 107,198 117,359 *

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
AS A GROUP (13 PERSONS) 748,932 1,522,778 2,271,710 2.84%

* Each of the directors and named executive officers beneficially owns less than 1% of the outstanding
common stock except Mr. Johnson. Mr. Johnson beneficially owns 2% of the outstanding shares, if the
152,273 shares owned by the Bank of Hawaii Charitable Foundation mentioned in footnote 6 are included.

NOTES TO TABLE ON AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

(1) Wellington Management Company, LLP ("WMC")AUDIT COMMITTEE REPORT

The Company's Board of Directors has determined that the Audit Committee is
an investment adviser
registeredcomposed of four independent directors, as required by the New York Stock
Exchange's listing standards, and operates under a written charter which has
been adopted by the Company's Board of Directors and which is included as
Appendix A to this proxy statement.

The Audit Committee's responsibilities include providing oversight to the
Company's financial accounting and reporting, risk management and the internal
and external audit functions. In this context, the Audit Committee has reviewed
and discussed the audited financial statements with management. The Audit
Committee has also discussed with management and the independent auditors the
matters required to be discussed by SAS 61, including the quality, not just the
acceptability, of the accounting principles. The Company's independent
accountant's have provided to the Audit Committee, their written disclosures and
letter required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committee), and the Audit Committee discussed with the
independent accountant, that firm's independence. The Audit Committee considered
the compatibility of non-audit services with the Company's principal
accountant's independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for year
ended December 31, 2000 for filing with the Securities and Exchange Commission underCommission.
The Audit Committee and the Investment
Advisers ActBoard of 1940, as amended. As of December 31, 1999 WMC, in its
capacity as investment adviser, may be deemedDirectors have also recommended, subject to
have beneficial ownership
of 6,464,800 shares of Pacific Century common stock owned by numerous
investment advisory clients, none known to have such interest for more than
five percentshareholder approval, the selection of the class. AsCompany's independent auditors.

Fees for the last fiscal year were:

Audit Fees: $555,000

Financial Information Systems Design and Implementation Fees: $ -0-

*All Other Fees: $1,360,000

* This includes audit related services of December 31, 1999, WMC had shared voting
power over 4,450,540 shares,$1,120,000 and shared dispositive power over 6,464,800
shares.

(2) State Farm Mutual Automobile Insurance Companynonaudit services
of $240,000. Audit related services generally include fees for statutory
and its related entities have
sole power to vote or to direct the votepension audits, internal audit and to dispose or to direct the
disposition of 5,061,312 shares.

(3) Includes 800 restricted shares that eachcredit review augmentation,
accounting consultations, and SEC registration statements.

Members of the directors owns under the
Director Stock Program with the exception of the following directors and
named executive officers: Mr.Audit Committee

David A. Heenan (Chair)
Mary G.F. Bitterman
Martin A. Stein
200 shares; Mr. Kuioka, 600 shares; and
Ms. Carryer, 200 shares. See discussion on page 9 for further information on
the Director Stock Program.

(4) Includes shares held by family members individually, jointly, or in trust as
follows: Ms. Bitterman, 6,030 shares; Mr. Ho, 675 shares; Mr. Takahashi,
1,500 shares; Mr. Takaki, 2,393 shares; Mr. Dahl, 57,778 shares; and
Mr. Houle, 6,998 shares.

(5) Includes shares held in trust for the following named executive officers
under the Pacific Century Profit Sharing Plan described on page 21:
Mr. Johnson, 26,076 shares; Mr. Dahl, 7,182 shares; Mr. Kuioka; 18,630
shares; and Mr. Houle 2,563 shares.

(6) Includes 152,273 shares owned by the Bank of Hawaii Charitable Foundation,
of which Mr. Johnson is President. Mr. Johnson disclaims beneficial
ownership of those shares.

(7) Includes 420 shares owned by a family partnership.

(8) Includes 1,298 shares as co-trustee for the Chinn Ho Trust under Trust
Agreement dated February 6, 1987.

(9) Includes restricted shares that each director has the right to acquire under
the Director Stock Program described on page 9.Robert Wo, Jr.

EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee, composed entirely of independent directors, sets
and administers the policies that govern Pacific Century's executive
compensation programs, and various incentive and stock option programs. The
Committee reviews compensation levels of members of senior management, evaluates
the performance of executive management, and considers executive management
succession and related matters. All decisions relating to the compensation of
Pacific Century's officers are reviewed with the full Board.

The policies and underlying philosophy governing Pacific Century's executive
compensation program, endorsed by the Committee and the Board of Directors, are
designed to accomplish the following:

1. Maintain a compensation program that is equitable in a competitive
marketplace.

2. Provide opportunities that integrate pay with Pacific Century's annual
and long-term performance goals.

3. Encourage achievement of strategic objectives and creation of
shareholder value.

4. Recognize and reward individual initiative and achievements.

5. Maintain an appropriate balance between base salary and shortshort- and
long-term incentive opportunity.

6. Allow Pacific Century to compete for, retain, and motivate talented
executives critical to Pacific Century's success.

The Committee seeks to target executive compensation at levels that the
Committee believes to be consistent with others in Pacific Century's industry.
The executive officers' compensation is weighted toward programs contingent upon
Pacific Century's level of annual and long-term performance. In general, for
senior management positions of Pacific Century (including Pacific Century's
executive officers) and its subsidiaries, Pacific Century will pay base salaries
that, on average, are at the 50th percentile of other banks and financial
service companies of Pacific Century's current and projected asset size, and
with similar products and markets. Goals for specific components include:

1. Base salaries for executives generally are targeted at the 50th
percentile.

2. The short-term (one-year) incentive plan will provide above 50th
percentile awards if annual goals are achieved. The plan will pay higher awards if
annual performance goals are exceeded.

3. Under long-term incentive plans, Pacific Century will provide to
participants a consistentan above 50th percentile opportunity from year-to-year,
with possibilities of earning substantially higher levels if
long-term performance goals are exceeded.

Pacific Century retains the services of nationally recognized consulting
firms to assist the Committee in performing its various duties. Those firms
advise the Committee on compensation programs for senior management (including
executive officers) of Pacific Century and its subsidiaries. Pacific Century
also obtains an extensive compensation survey every two years. That survey was
received in October 1999 with the consulting firm's review of Pacific Century's
compensation programs for senior managers.

The 1999 compensation survey provided a comparative analysis of 35 positions
using a comparator group of 24 bank corporations (including Pacific Century).
Those bank corporations were viewed as more comparable to Pacific Century in
terms of overall size, business mix, and geographic scope than the 25 bank
corporations in the S&P Major Regional Bank Index (which includes 109 of the 24
compensation survey bank corporations) used in the performance graph. For the
1999 survey, the consultant obtained base salaries as of April 1, 1999 and other
compensation data from the comparator group and derived market comparables from
those data.

13
In addition to the survey performed every two years, Pacific Century
participates in a series of annual compensation practice reviews conducted by
nationally recognized compensation consultants. In 1999,

13
2000, those reviews provided
pay practice data for professional and managerial positions at 3944 nationwide
banks with $15 billion and higher in assets, West Coast banks $1 billion and
higher in assets, and a customized cluster (a group that includes 14 of the 24
bank corporations utilized for comparative purposes in the 1999 compensation
survey)survey and 1615 in the S&P Major Regional Bank Index.) Based on that data and the
results of Pacific Century's 1999 survey, Pacific Century believes, after taking
into account the compensation discussed below, that salary and total cash
compensation of its executive officers generally corresponds to the 50th
percentile of cash compensation opportunities provided by comparable banks and
financial services companies.

19992000 COMPENSATION ELEMENTS

Compensation paid to named executive officers in 1999,2000, as reflected in the
Summary Compensation Table on page 18, consisted of the following elements:
(1) base salary, (2) profit sharing and money purchase pension plans, and
(3) one-year incentive plan cash award for 19992000 payable to Mr. Kuioka,Dahl,
Ms. Carryer, Mr. Kuioka, and Mr. Houle, and (4) bonus paid to Ms. Carryer.Houle. In addition, as indicated in the Summary
Compensation Table and the Stock Option/SAR Grants in Last Fiscal Year table on
page 19, entitled
"STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR," in 19992000 the Committee awarded stock options under Pacific Century's
employee stock plan.Option Plan.

BASE SALARIES

Base salaries for executive officers are determined by evaluating: (i) the
responsibilities of the positions held, (ii) the experience of the individual,
(iii) the competitive marketplace, and (iv) the individual's performance of his
or her responsibilities.

The greatest emphasis is on individual performance and the competitive
marketplace. Adjustments to salary also reflect new responsibilities assigned or
assumed by the individual. In setting salaries, the focus is generally on
competitive data. Also taken into account are key differences in
responsibilities between the executives of Pacific Century and of other banks,
and the overall economic environment. No specific weighting is given to the
foregoing factors.

The Committee did not increaseincreased the base salaries of the named executive
officersMs. Carryer, Mr. Kuioka and
Mr. Houle for 19992000 in consideration of a number of factors including the
successful implementation of New Era Redesign initiativesInitiatives and the economic situationsaccomplishments in
Hawaii and Asia two of the companies significant markets. The Committee
determined it would decide more appropriately on any base salary changes after
reviewingsuccessfully addressing the Company's 1999 performance and assessing the 1999 Implementation
Phase of the New Era Redesign program.Y2K issues.

INCENTIVE PLANS

ONE-YEAR PLAN. The Pacific Century one-year incentive plan (the "One Year
Plan") became effective as of January 1, 1999, and it was approved by the
Company's shareholders at the 1999 annual meeting. The stated objectives of the Pacific Century One-Year Incentive
Plan (the "One-Year Plan") are to optimize profitability and growth of the
Company, provide an incentive for excellence in individual performance, and
promote teamwork among participants.

At the Committee's discretion, each participant is granted a contingent
award expressed as dollars or a percentage of salary for the fiscal year and
contingent on both individual and corporate performance criteria. At the end of
the fiscal year, the Committee assesses the performance and makes a
determination of the final award amount that may be greater or smaller than the
contingent award.

To qualify certain awards as performance-based compensation exempt from the
$1 million compensation deduction limitation under Section 162(m) of the
Internal Revenue Code of 1986 (the "Code"), a contingent award to a named
executive officer is limited to a percentage of an incentive pool determined for
the fiscal year ("incentive pool percentage"). The incentive pool is expressed
as a percentage of the Company's net income for the fiscal year, and the total
of the contingent awards for named executive officers for a fiscal year may not
exceed 100% of the incentive pool. After assessing the satisfaction of the
applicable performance criteria for the fiscal year, the final award amount for
a named executive officer 14
may be lesser, but not greater, than the officer's
stated incentive pool percentage. The incentive pool

percentages do not constitute "targets", but instead constitute the stated upper
limit on final award amounts to give the Committee flexibility in determining
final awards in compliance with the performance-based exemption under
Section 162(m). In addition, as an overriding limitation, the maximum aggregate
payout for contingent awards granted in any one fiscal year to any one
participant is $2,000,000.

For 1999,grants made in 2000, the Committee determined the incentive pool to
consist of 2%3% of the Company's 19992000 net income before tax. The 19992000 incentive
pool percentages as a maximum limitation on each named executive officer's final
award were: Mr. Johnson, 11%; Mr. Dahl, 8%; Ms. Carryer, 5%; Mr. Kuioka, 5%; and
Mr. Houle, 4%. The actual payout amounts for 19992000 under the One-Year Plan are
set forth in the Summary Compensation Table on page 18. The Committee postponed determining any payout fromMr. O'Neill does not
participate in the One-Year Plan for
Messrs. Johnson and Dahl until it better may assess the success of the
Implementation Phase of the New Era Redesign Project.Plan.

GROWTH PLAN AND LONG-TERM INCENTIVE COMPENSATION PLAN. The Pacific Century Sustained Growth Plan
(the "Growth Plan") iswas intended to motivate participants by emphasizing
long-term performance objectives. Under the Growth Plan, each participant
receivesreceived a contingent incentive award equal to a specified percentage of his or
her average annual base salary for a three-year performance period. At the
beginning of the three-year performance period, the Committee establishesestablished
specific objective numeric performance goals for the three-year period based on selected business criteria. Actual awards are determined by
measuring the Company's performance over the three-year performance period.

The business criteria selected for the 1997 to 1999 Growth Plan performance
period were
earnings growth rate and return on average equity. The Company did not meet its
performance goals for the cycle ending 19992000 and, accordingly, no long-term
incentive payments were made to any named executive officer for that cycle. Final grants were made under theThe
Growth Plan for the performance period
1998 to 2000.has now expired.

The Pacific Century Financial Corporation Long-Term Incentive Compensation
Plan (the "Long-Term Plan") was established effective as of January 1, 1999, and
it was approved by the Company's shareholders at the 1999 annual meeting. The
Long-Term Plan replaces the prior Growth Plan under which grants were last made
for the performance period 1998 to 2000.Plan. The stated objectives of the Long-Term Plan are to
optimize profitability and growth of the Company over a multi-year period,
provide an incentive for excellence in individual performance, and promote
teamwork among participants.

At the discretion of the Compensation Committee, each participant is granted
a contingent award expressed as a dollar amount or a percentage of average
annual base salary for a performance period and the payment of the award is
contingent upon the achievement of designated performance goals for the
performance period. At the beginning of the performance period, the Committee
establishes specific numeric performance goals for the performance period based
on selected business criteria. Following the completion of the performance
period, the Committee assesses the performance of each participant and make a
determination of the payment of a final award amount that may be greater or
smaller than the contingent award. To qualify certain awards as
performance-based compensation exempt from the compensation limitation under
Section 162(m) of the Code, a contingent award to a named executive officer is
subject to downward adjustment but not upward adjustment above the contingent
award amount. In addition, the maximum aggregate payout for contingent awards
granted in any one fiscal year to any one participant is $2,000,000.

In 1999,2000, the Committee made contingent awards under the Long-Term Plan for
the three-year performance period 19992000 to 2002,2003, and the business criteria
selected for measuring the performance objectives andwere return on average equity
and earnings growth rate. The Long-Term Incentive Plans Table--AwardsPlans--Awards In Last Fiscal
Year Table on page 20 sets forth the estimated future payouts for named
executive officers for the performance period if the performance objectives are
achieved. 15
Mr. O'Neill does not participate in the Growth Plan or Long-Term Plan.

STOCK OPTION PLAN

The Committee considers stock option grants under the Pacific Century
Financial Corporation Stock Option Plan of 1994 (the "Option Plan") for
key employees of Pacific Century and its subsidiaries. Stock options are granted
by the Committee to those key employees whose management responsibilities place
them in a position to make substantial contributions to the financial success of
Pacific Century. Directors who are not employees may not participate in the
Option Plan. The Committee, which administers the Plan, determines whether the
options are incentive stock

options or nonqualified stock options. Stock options ordinarily are granted with
an exercise price equal to the market price of Pacific Century's common stock on
the date of grant.

The Committee believes stock options provide a strong incentive to increase
shareholder value, because stock options have value only if the stock price
increases over time. The Committee believes option grants to its executive
officers and other key employees help to align the interests of management with
those of shareholders and to focus the attention of management on the long-term
success of Pacific Century.

The size of stock option awards is based primarily on the individual's
responsibilities and position. Individual awards are also affected by the
Committee's subjective evaluation of other factors it deems appropriate, such as
assumption of additional responsibilities, competitive factors, and achievements
that in the Committee's view are not fully reflected by other compensation
elements. The Committee's decisions concerning individual grants generally are
not affected by the number of options previously exercised, or the number of
unexercised options held.

In 1999,2000, the Committee granted a total of 1,016,0003,438,750 options of 524to 603 key
employees as follows: In January 1999, 6,5002000, 19,000 options to 6 key employees; in
February 1999, 102,500 options to 343 key employees; in
April 1999, 29,5002000, 20,500 options to 52 key employees; in July 1999, 35,500May 2000, 3,500 options to 91
key employee; in August 2000, 26,750 options to 8 key employees; in
September 2000, 5,000 options to 1 key employee; in November 2000, 3,114,000
options to 586 key employees (including 2,212,000 options granted to
Mr. O'Neill), and in December 1999, 842,0002000, 250,000 options to 4961 key employees for a total of 1,016,000
options to 524 key employees. The number of grants in 1999, reflected advice
received by the Committee from a compensation consulting firm that annual levels
of option grants should be .75% to 1.25% of outstanding stock.employee.

The amounts of individual awards to executive officers in 19992000 were based on
their individual positions and responsibilities, and the other factors discussed
above. In the case of Mr. Johnson,O'Neill, the Committee elected to grant him a stock
option for 35,0002,212,000 shares at an option price of $18.125.$13.5625. The 19992000 award to
Mr. JohnsonO'Neill reflects the Committee's continuing strategydecision to link a significant portion of
balancing short and
long-term incentives in structuring executive officer compensation. The level of
his 1999 option awards was determined primarily by the Committee's subjective
evaluation of the importance to Pacific Century of its Chairman and Chief Executive Officer relativeOfficer's compensation directly to positions held by other key employees to whom
options were awarded. In addition, the Committee's December 1999 grants to
Mr. Johnson took into account, without any specific weighting, competitive
considerationslong-term
share price appreciation and the Committee's view that Mr. Johnson had made significant
contributions and accomplishments in 1999 to Pacific Century.enhanced shareholder value.

The Committee has alsopreviously granted performance share (restricted stock unit)units)
awards under the Plan to Messrs. Johnson and Dahl and Ms. Carryer in 1998 and to
Mr. Kuioka and Mr. Houle in 1997. Eachcertain of the named executive officer has received an
award that providesofficers in 1997 and
1998 which provide for the issuance of 10,000 unrestricted unitsshares conditioned on the achievement of
Pacific Century
common stock if,designated financial performance criteria as of December 31, 2000. The Company
did not meet the performance criteria as of December 31, 2000, Pacific Century attains a return on
average assets of at least 1.2% and, a return on average equity of at least
17.5%. If theaccordingly,
no shares are earned, the grantee will also receive a cash payment
equalwere issued with respect to the amount of dividends (without interest) that would have been earned
onperformance share awards. There are
currently no outstanding performance share awards under the shares if they had been outstanding during the performance period.Plan.

CEO COMPENSATION

In evaluatingdetermining Mr. Johnson'sO'Neill's annual compensation as Chief Executive Officer
("CEO"), the Committee has sought to provide levels that are competitive among
comparable banks and financial services corporations as described on pages
13-14. The specific target levels for each elementCommittee's objectives with regard to Mr. O'Neill's compensation are
to attract, motivate and retain a CEO with the experience and capabilities
needed to maximize shareholder value, provide outstanding leadership to
employees, and deliver products and services to its customers. Mr. O'Neill's
compensation reflects the Committee's continuing strategy of balancing short-
and long-term incentives in structuring executive officer compensation wereand
aligning the interest of the CEO with those of shareholders. Mr. O'Neill's
2,212,000 option grants vest in equal amounts over a three-year period and link
a substantial percentage of his long-term compensation to Pacific Century's
performance and stock price appreciation.

Mr. O'Neill serves as Chairman and CEO of the Company pursuant to a written
employment agreement effective as of November 3, 2000 as provided in the
Company's annual report on Form 10-K which is being provided to shareholders
with the mailing of this proxy statement. The agreement includes a base salary
of $900,000, subject to annual review, a bonus of $600,000 on November 3, 2001
and option

the samegrants as those described on page 14 for15-16. Mr. O'Neill participates in all Pacific Century executive
officers. Pacific Century'semployee
benefit, welfare and other plans, practices and policies and programs generally
applicable to similarly situated executives of the Company. Mr. O'Neill does not
participate in the Company's One-Year Incentive Plan, Growth Plan or Long-Term
Plan. Mr. O'Neill received a reimbursement on an after-tax basis for relocation
expenses, which are described on page 18 in the Summary Compensation Table.
Mr. O'Neill does not participate in the Company's Key Executive Severance Plan
(the "Severance Plan") which provides severance benefits following a change in
control. The Severance Plan as it relates to other named executive officers is
described on page 22. Similar to other employees, Mr. O'Neill's stock options
become immediately exercisable upon a change in control of the Company as
provided for in the Company's Option Plan.

SEPARATION AGREEMENT WITH MR. JOHNSON

Mr. Johnson resigned as Chairman of the Board and Chief Executive Officer of
the Company effective November 3, 2000, pursuant to a written Separation
Agreement. Under the terms of the Separation Agreement, Mr. Johnson received a
payment of $2,940,000 on the effective date of resignation and Mr. Johnson's
rights to participate in the Company's incentive plans, Profit Sharing Plan,
Excess Profit Sharing Plan, Money Purchase Plan, and option grants make a substantial percentage of Mr. Johnson's
compensation dependent upon Pacific Century's performance. These arrangements
also implementExcess Money Purchase Plan
applicable during the Committee's intent to have a significant percentage of each
executive officer's target compensation based on objective long-term performance
criteria.

The members ofyear in which his resignation occurred (2000) were
recognized and preserved. In addition, the Committee are a majority of the CEO Evaluation Committee
and as a result, they have the benefit of that Committee's deliberations on
Mr. Johnson's performance. The Committee engagesSeparation Agreement, in an evaluation process with
the CEO Evaluation Committee. The CEO Evaluation Committee requested a
self-performance review fromgeneral
terms: treats Mr. Johnson as if he had retired from the Company at age 62 for
purposes of determining the periods over which his outstanding options are
exercisable under the Company's stock option plans; provides for a payment by
the Company equivalent to the additional value he would otherwise receive under
the Employees' Retirement Plan of Bank of Hawaii and the CEO Evaluation Committee and
Compensation Committee discussed Mr. Johnson's performance relative toCompany's Excess
Benefit Plan if he had retired from the criteria set forth below. The Committee presented the ratings and evaluation to
Mr. Johnson and the full board for discussion and Mr. Johnson responded to the
Committees and the full board. The Committee evaluated Mr. Johnson's performance
using the following criteria: strategic planning, financial performance,
structural soundness, decision making, external relations, board relations,
shareholder relations, and corporate objectives. The Committee also considered,
without any specific weighting, key quantitative performance indicators such as
the following:

COMPANY PERFORMANCE
------------------------------
1997 1998 1999
-------- -------- --------

Net Income (millions)................................. $139.5 $ 107 $ 133
Earnings Per Share (EPS)*............................. $ 1.72 $1.32 $1.64
Return on Average Assets (ROAA)....................... .98% 0.72% 0.91%
Return on Average Equity (ROAE)....................... 12.57% 9.21% 10.99%
Equity to Assets (EOA)................................ 7.79% 7.81% 8.30%

- ------------------------

* EPS shown is diluted.

As discussed on page 14 under "Base Salary" and pages 14-15 under "Incentive
Plans," the Committee did not increase Mr. Johnson's base salary for 1999 and
postponed determining any payoutCompany at age 62; continues his current
level of coverage under the One-Year Incentive Plan for the
reasons specified.Company's medical and dental benefit plans until he
attains age 62; and provides certain security, office, secretarial service, and
life insurance benefits.

REVENUE RECONCILIATION ACT OF 1993

In general, Pacific Century intends to maintain deductibility for all
compensation paid to covered employees, and it will comply with the required
terms of the specified exemptions under Section 162(m) of the Code as enacted by
the Revenue Reconciliation Act of 1993, except where that compliance unduly
would interfere with the goals of Pacific Century's executive compensation
program or the loss of deductibility would not be materially adverse to Pacific
Century's overall financial position.

Members of the Compensation Committee

Fred E. Trotter, ChairmanChair
Mary G. F. Bitterman
Stuart T. K. Ho
*Herbert M. Richards, Jr.

*Mr. Richards, currently a director, has reached the mandatory retirement age of
70 and will retire from the Board effective April 28, 2000.Martin A. Stein
Stanley S. Takahashi

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No executive officer of Pacific Century served as a member of a compensation
committee (or board of directors serving as such) of any entity of which any
member of the Compensation Committee was an executive officer.

EXECUTIVE COMPENSATION

The following table shows for the fiscal years ending December 31, 2000,
1999, 1998, and 1997,1998, information on compensation Pacific Century paid its Chief
Executive Officer and other persons who, at December 31, 1999,2000, were the four
most highly compensated executive officers of Pacific Century other than the CEO
("named executive officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
-----------------------------------------------
AWARDS PAYOUTS
---------- --------
ANNUAL SECURITIES LONG
COMPENSATION ------------- ----------
OTHER RESTRICTED UNDERLYING TERMSECURITIES LONG-TERM
------------------- ANNUAL STOCK OPTIONS/UNDERLYING INCENTIVE ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
POSITION(1) YEAR ($) ($)(2) ($)(3) (#)(4) (#)(5) (#)($)(6)
($)(7) ($)(8)
- ---------------------------------------------------- -------- -------- -------- ------------- --------- ------------- ---------- -------- -------------
Michael E. O'Neil............. 2000 143,654 0 88,931 0 2,212,000 0
Chairman of the Board
and Chief Executive Officer
Lawrence M. Johnson...Johnson........... 2000 735,000 0 -- 200 0 0
Retired Chairman of the Board 1999 735,000 0(3)0 -- 200 35,000 0
87,790
Chairman of the Boardand Chief Executive Officer 1998 735,000 200,000 -- 200 150,000 0
86,361Richard J. Dahl............... 2000 525,000 0 -- 200 55,000 0
President and Chief Executive
Officer 1997 700,000 80,151 -- 200 75,000 0 145,454
Richard J. Dahl....... 1999 525,000 0(3)0 -- 200 35,000 0
66,730
President and ChiefOperating Officer 1998 525,000 175,000 -- 200 120,000 0
61,990
Operating Officer 1997 475,000 48,950Mary P. Carryer............... 2000 350,000 200,000 -- 200 60,00050,000 0
96,081
Alton T. Kuioka.......Vice Chair 1999 325,000 225,000(2)250,000 -- 200 35,000 0
46,5681998 325,000 150,000 -- 55,000 0
Alton T. Kuioka............... 2000 350,000 175,000 -- 200 30,000 0
Vice Chair and ChiefChairman 1999 325,000 225,000 -- 200 35,000 0
1998 325,000 150,000 -- 200 55,000 0
39,960
Lending Officer 1997David A. Houle................ 2000 300,000 30,915160,000 -- 200 32,500-- 50,000 0
61,464
Mary P. Carryer.......Executive Vice President 1999 325,000 250,000(2)255,000 130,000 -- 200-- 35,000 0
46,568
Vice Chair 1998 325,000 150,000 55,000 0 6,138
1997 50,000 0 -- 82,500 0 0
David A. Houle........ 1999 255,000 130,000(2) -- 35,000 33,707
Executive Vice
President,and Chief Financial Officer 1998 255,000 76,500 -- -- 25,000 0 35,666
Treasurer and Chief
Financial Officer 1997 236,256 58,420 -- 18,000 0 44,055
- ------------------------------
(1) Mr. O'Neill became Chairman of the Board and Chief Executive Officer on November 3, 2000, succeeding Mr. Johnson
has beenwho retired on November 3, 2000. Mr. Johnson served as Chairman of the Board and Chief Executive Officer since
August 1, 1994. Mr. Dahl has been President since August 1, 1994 and Chief Operating Officer since August 1995.
Mr. Kuioka, age 56,57, has been Executive Vice President since October 26, 1994, and Chief Lending OfficerVice Chair--Hawaii Market since
August 1995; and in April of 1997 assumed the
title of Vice Chair and Chief Lending Officer.1997. Ms. Carryer, age 52,53, joined the Company on November 1, 1997 as Vice Chair; from August 1993 to November 1997,Chair--U.S. Mainland Market; Ms.
Carryer was General Manager Consumer Marketing/Product Development for Westpac Banking Corporation.Corporation from August
1993 to November 1997. Mr. Houle, age 52, has been53, was Executive Vice President sincefrom April 1997 & Senior Vice President,
Treasurer and Chief Financial Officer sincefrom December 1992.1992 until his resignation on January 26, 2001.
(2) "Bonus" consists of cash awards under Pacific Century's One-Year Plans for the year 1997. No cash awards were made to
any named executive officer under the Executive One-Year Plan for 1998, as performance goals were not met. In 1998, a
cash bonus was awarded to the Executive One-Year Plan participants: Mr. Johnson, Mr. Dahl,2000, Ms. Carryer, Mr. Kuioka, and
Ms. Carryer. In 1998, Mr. Houle received a cash award under the Company's One-Year Plan that covers other key
employees of the Company and its subsidiaries.Plan. The
Company's incentive plans are described on pages 14-15. In 1999, Ms. Carryer, Mr. Kuioka, Ms. Carryer, and Mr. Houle received a
cash award under the Company's One-Year Plan. Ms. Carryer also received a bonus of $25,000 for her accomplishments
in successfully addressing the Company's Y2K issues. The Company's incentive plans are described on pages 14-15.
(3) Messrs. Johnson and Dahl received noNo cash award. The Committee postponed its determination ofawards were made to any payout fromnamed executive officer under
the Executive One-Year Plan for Messrs.1998, as performance goals were not met. In 1998, a discretionary cash bonus was
awarded to the Executive One-Year Plan participants: Mr. Johnson, Mr. Dahl, Ms. Carryer and Dahl for 1999, until such time as it better may assessMr. Kuioka. In 1998,
Mr. Houle received a cash award under the successCompany's One-Year Plan that covers other key employees of the Implementation PhaseCompany
and its subsidiaries.
(3) With the exception of the New Era Redesign Project.
(4) PerquisitesMr. O'Neill, perquisites and other personal benefits did not exceed the lesser of $50,000 or
10% of the total of annual salary and bonus reported for any named executive officer for 1999.

(5)2000. Mr. O'Neill
received reimbursement for relocation expenses incurred in moving to Honolulu in the amount of $88,931.
(4) In 1997,2000, 1999, and 1998, and 1999, Messrs. Johnson, Dahl, Kuioka each received 200 restricted shares.shares under the Director
Stock Program. In 2000 and 1999, Ms. Carryer received 200 restricted shares under the Director Stock Program. The
fair market value on the date of the 1997,2000, 1999 and 1998 and 1999 grants were $20.88,$20.50, $18.69 and $24.50 and $18.69 per share,
respectively. Dividends are paid on the restricted stock. (6)The restricted stocks grants are described on page 10.

ALL OTHER
NAME AND PRINCIPAL COMPENSATION
POSITION(1) ($)(7)
- ------------------------------ -------------
Michael E. O'Neil............. 0
Chairman of the Board
and Chief Executive Officer
Lawrence M. Johnson........... 2,998,188
Retired Chairman of the Board 87,790
and Chief Executive Officer 86,361
Richard J. Dahl............... 42,777
President and Chief 66,730
Operating Officer 61,990
Mary P. Carryer............... 48,281
Vice Chair 46,568
6,138
Alton T. Kuioka............... 46,447
Vice Chairman 46,658
39,960
David A. Houle................ 35,805
Executive Vice President 33,707
and Chief Financial Officer 35,666
- ------------------------------
(1) Mr. O'Neill became Chairm
who retired on November 3
August 1, 1994. Mr. Dahl
Mr. Kuioka, age 57, has b
April 1997. Ms. Carryer,
Carryer was General Manag
1993 to November 1997. Mr
Treasurer and Chief Finan
(2) In 2000, Ms. Carryer, Mr.
Company's incentive plans
cash award under the Comp
in successfully addressin
the Executive One-Year Pl
awarded to the Executive
Mr. Houle received a cash
and its subsidiaries.
(3) With the exception of Mr.
10% of the total of annua
received reimbursement fo
(4) In 2000, 1999, and 1998,
Stock Program. In 2000 an
fair market value on the
respectively. Dividends a

(5) Under the Pacific Century Stock Option Plan of 1994, each stock option was in tandem with a stock appreciation right
("SAR")., with the exception of the 2000 stock option award to Mr. O'Neill. A SAR entitles the optionee, in lieu of
exercising the stock option, to receive cash equal to the excess of the value of one share over the option price times
the number of shares as to which the option is exercised. All stock option awards were granted with an exercise price
equal to the fair market value of Pacific Century's common stock on the date of grant.
The number and exercise price of the stock options awarded to the named executive officers
were not adjusted for 1997, 1998, and 1999, except adjustments for the 100% stock dividend paid on
December 12, 1997, as required by the underlying stock option plans.
(7)(6) There were no amounts paid under Pacific Century's Sustained Profit Growth Plan (the "Growth Plan") for the three-year
incentive periods of January 1, 1995 through December 31, 1997, January 1, 1996 through December 31, 1998, or January 1, 1997 through December 31, 1999.1999, or January
1, 1998--December 31, 2000. The Growth Plan is described on page 15.
(8)(7) This column includes the following allocations under the Pacific Century Profit Sharing Plan, the Pacific Century
Profit Sharing Excess, the Pacific Century Money Purchase Plan, and the Pacific Century Excess Money Purchase Plan.
Those plans are described on pages 21-22.
EXCESS22. Mr. O'Neill did not participate in these plans in 2000. This column also
includes payments received by Mr. Johnson pursuant to a Separation Agreement, a copy of which is included in the
Company's annual report on Form 10-K, a copy of which is being provided to shareholders with the mailing of this proxy
statement. Mr. Johnson's Separation Agreement is discussed on page 17.
EXCESS
401(K) PROFIT-SHARING 401(K) PROFIT SHARING PROFIT EXCESS MONEY
401(K)PLAN PLAN SHARING PLAN SHARING MONEY PURCHASE PROFIT-SHARING PLAN FORMULA PLAN PURCHASE PLAN PLAN
MATCHING ALLOCATION FORMULA ALLOCATION ALLOCATION PLAN ALLOCATION ALLOCATION
------ ------ -------- ------ -------
Michael E. O'Neill... -0- -0- -0- -0- -0-
Lawrence M. Johnson............ $4,000 $7,938Johnson.. $4,250 $5,675 $ 38,451 $6,400 $31,00018,863 $6,800 $22,600
Richard J. Dahl...... $4,000 $7,938$4,250 $5,675 $ 26,792 $6,400 $21,60011,852 $6,800 $14,200
Mary P. Carryer...... $4,250 $5,675 $ 14,356 $6,800 $17,200
Alton T. Kuioka...... $4,000 $7,938$4,250 $5,675 $ 15,629 $6,400 $12,600
Mary P. Carryer...... $4,000 $7,938 $ 15,629 $6,400 $12,60013,522 $6,800 $16,200
David A. Houle....... $4,000 $7,938$4,250 $5,675 $ 8,509 $6,400 $ 6,8608,680 $6,800 $10,400

STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE POTENTIAL REALIZABLE
UNDERLYING GRANTED TO EXERCISE OR VALUE (1)VALUE(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------------------------
NAME GRANTED (#)GRANTED(#) FISCAL YEAR $/SHARE EXPIRATION DATE 5% 10%
- ------------------------------------------------- ------------- -------------- ---------- --------------- ----------- ------------- ------------- -------- -------- ----------
Lawrence M. Johnson... 35,000(2) 3.45%-----------
Michael E. O'Neill......... 2,212,000 64.33%/16.28% $18.125 12-9-09 $398,955 $1,011,030 -- $13.5625 11/3/2010 $18,866,996 $47,812,672
Richard J. Dahl....... 35,000(2) 3.45%Dahl............ 55,000(2) 1.60%/16.28% $18.125 12-9-09 $398,955 $1,011,03025.00% $13.5625 11/3/2010 $ 469,116 $ 1,188,832
Mary P. Carryer............ 50,000(2) 1.45%/22.73% $13.5625 11/3/2010 $ 426,469 $ 1,080,757
Alton T. Kuioka....... 35,000(2) 3.45%Kuioka............ 30,000(2) 0.87%/16.28% $18.125 12-9-09 $398,955 $1,011,030
Mary P. Carryer....... 35,000(2) 3.45%/16.28% $18.125 12-9-09 $398,955 $1,011,03013.64% $13.5625 11/3/2010 $ 255,882 $ 648,454
David A. Houle........ 35,000(2) 3.45%Houle............. 50,000(2) 1.45%/16.28% $18.125 12-9-09 $398,955 $1,011,03022.73% $13.5625 11/3/2010 $ 426,469 $ 1,080,757
- --------------------------------------------------------
(1) The Potential Realizable Values were determined using the Black-Scholes model. The following assumptions were
used in determining the values: annual dividend yield of 3.18%,3.28%; stock price volatility of 31.35%29.36% (based on daily
stock prices for the one-yearone year period beforeprior to the grant date),; and an option term of ten years.
(2) Stock options in tandem with SARs become exercisable one year from the date of grant for a nine-year period
ending December 9, 2009.November 3, 2010. The exercise or base price of the stock options and tandem SARs was the fair market
value of Pacific Century's common stock on date of grant. All such options and tandem SARs would become
immediately exercisable immediately upon a change in control of Pacific Century. Mr. O'Neill's options were not granted in
tandem with SARs. Mr. Johnson did not receive any grants in 2000.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table shows the stock options and stock appreciation rights exercised by the named executive
officers during fiscal 1999,2000, and the number and total value of unexercised in-the-money options as of December 31,
1999.2000.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED,
UNDERLYINGOPTION/SARS IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
SHARES OPTIONS/SARS ATVALUE AT FISCAL YEAR-ENDYEAR-END(#) AT FISCAL YEAR-END($)(2)
ACQUIRED VALUE FISCAL YEAR-END (#) ($)(2) ON REALIZED --------------------- ------------------------------------------------- --------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------- ------------------------------------------ ----------- -------- ---------- ------------- ---------- -----------------------
Michael E. O'Neill................ 0 0 0 2,212,000 $ 0 $9,124,500
Lawrence M. Johnson...... 2,786Johnson............... 18,690 $101,474 570,017 0 $580,048 $ 29,798 553,707 35,000 $1,027,557 $00
Richard J. Dahl.......... 55,514 639,281 459,110 35,000 852,364 0Dahl................... 6,610 36,951 487,500 55,000 $550,466 $ 226,875
Mary P. Carryer.......... 5,925 6,666 131,575 35,000 88,948Carryer................... 0 0 166,575 50,000 $ 39,873 $ 206,250
Alton T. Kuioka.......... 12,374 135,244 214,188 35,000 393,120 0Kuioka................... 11,250 72,023 237,938 30,000 $175,261 $ 123,750
David A. Houle........... 798 5,320 107,198 35,000 165,974 0Houle.................... 500 1,552 141,698 50,000 $106,724 $ 206,250
- ------------------------------------------------------
(1) Includes exercise of stock appreciation rights.
(2) The fair market value of Pacific Century's stock at year-end was $18.69.$17.69.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR(1)

ESTIMATED FUTURE PAYOUT UNDER
TARGET PAYOUT LONG-TERM INCENTIVE PLAN
AS A % OF FY PERFORMANCE OR OTHER ---------------------------------
FY1999-20012000-2002 PERIOD UNTIL MATURATION THRESHOLD TARGET MAXIMUM
AVERAGE PAY OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
------------------------------------ ------------------------- --------- --------- ---------
Michael E. O'Neill.................... -- -- -- -- --
Lawrence M. Johnson.................Johnson................... 50% 3 years ending 12/31/20012002 386 385,875 771,750
Richard J. Dahl.....................Dahl....................... 45% 3 years ending 12/31/20012002 248 248,063 496,125496,175
Mary P. Carryer.....................Carryer....................... 40% 3 years ending 12/31/2001 137 136,500 273,0002002 147 147,000 294,000
Alton T. Kuioka.....................Kuioka....................... 40% 3 years ending 12/31/2001 137 136,500 273,0002002 147 147,000 294,000
David A. Houle...................... 35%Houle........................ 40% 3 years ending 12/31/2001 94 93,713 187,4252002 126 126,000 282,000
Executive Group..................... 20%Group....................... 40%-50% 3 years ending 12/31/2001 1,030 1,029,849 2,059,6982002 1,180 1,179,938 2,359,875
- ------------------------------
(1) Represents contingent awards under the Pacific Century Financial Corporation Long Term Incentive Compensation Plan for
the three-year performance period January 1, 19992000 through December 31, 2001.2002. Under this Plan each executive receives a
contingent award of a specified percentage of his or her average annual base salary over the three-year period. The
payment of final awards is contingent upon the Company's performance as measured by return on average equity ("ROAE")
and earnings growth rate. ROAE is defined as the summation of the Company's net income as reported in the annual report
to shareholders (subject to certain adjustments as determined by the Compensation Committee) for the performance period
divided by the summation of the Company's reported average total assets (subject to certain adjustments as determined by
the Committee) for the performance period. Earnings growth rate is defined as the percentage growth of earnings per
share during the performance period (as compared to the earnings per share for the fiscal year immediately preceding the
performance period). Earnings per share is defined as the Company's fully diluted earnings per share as reported in the
annual report to shareholders (subject to certain adjustments as determined by the Committee). Maximum payout, which is
two times the contingent award, can occur only if the ROAE for the performance period is 16% or more and earnings growth
rate for the performance period is 30% or more. No payments will be made if ROAE for the performance period is 10% or
less and earnings growth rate is 10% or less. If the ROAE for the performance period is about 13% and earnings growth
rate is about 20%, then one times the earnings growth ratecontingent award would be payable ("Target" above). After the end of the
performance period, the Compensation Committee will make a determination as to the final award amounts. Target amounts
are not presently determinable and the amounts set forth above are based on an assumed adjustment of 5% per annum of the
19992000 base salaries.

PENSION PLAN TABLE

ESTIMATED MAXIMUM ANNUAL RETIREMENT BENEFIT
AVERAGE ANNUAL BASED UPON YEARS OF SERVICE
SALARY IN CONSECUTIVE ----------------------------------------------------
HIGHEST PAID YEARS 15 20 25 30 35*
- --------------------- -------- -------- -------- -------- --------

75,$000 75,000 $ 20,254 $ 27,005 $ 33,756 $ 40,507 $ 47,258
100,000 27,754 37,005 46,256 55,507 64,758
125,000 35,254 47,005 58,756 70,507 82,258
150,000 42,754 57,005 71,256 85,507 99,758
200,000 57,754 77,005 96,256 115,507 134,758
250,000 72,754 97,005 121,256 145,507 169,758
300,000 87,754 117,005 146,256 175,507 204,758
350,000 102,754 137,005 171,256 205,507 239,758
400,000 117,754 157,005 196,256 235,507 274,758
450,000 132,754 177,005 221,256 265,507 309,758
500,000 147,754 197,005 246,256 295,507 344,758
550,000 162,754 217,005 271,256 325,507 379,758
600,000 177,754 237,005 296,256 355,507 414,758
650,000 192,754 257,005 321,256 385,507 449,758
700,000 207,754 277,005 346,256 415,507 484,758
750,000 222,754 297,005 371,256 445,507 519,758
* Applies only to individuals hired before November 1, 1969.

RETIREMENT PLAN

The Employees' Retirement Plan of Bank of Hawaii (the "Retirement Plan")
provides retirement benefits for eligible employees based on the employee's
years of service and average annual salary during the 60 consecutive months
resulting in the highest average (excluding overtime, incentive plan payouts,
and discretionary bonuses). The normal retirement benefit in the above table
assumes payment in the form of a single life annuity commencing at age 65 and
not subject to any deduction for Social Security or other offset amounts. The
Internal Revenue Code generally limits the maximum annual benefit that can be
paid under the Retirement Plan. If at retirement the annual benefit of any
participant should exceed this limit, the excess amount will be paid to the
participant out of general assets from the Pacific Century Excess Benefit Plan,
an unfunded excess benefit plan designed for this purpose, at the time the
participant receives a distribution ofon his Retirement Plan benefits.

The Retirement Plan was frozen as of December 31, 1995, except that for the
five-year period commencing January 1, 1996, benefits for certain eligible
participants, including Messrs. Johnson and Kuioka will increasewere increased in proportion
to the increase in the participant's average annual salary. The credited years
of service and the 1995 compensation covered by the Retirement Plan of the named
executive officers as of the 1995 freeze date are as follows: Mr. Johnson, 32 years and
$575,004;575,000; Mr. Dahl, 13 years and $375,000;375,000; Mr. Kuioka, 26 years and $226,257;
and Mr. Houle, 2 years and $168,639.

As of December 31, 2000, the benefits under the Plan were completely frozen
and not subject to increase for any additional years of service or increase in
average annual salary. From the 1995 freeze date through 1999,2000, the retirement
benefitsbenefit determined under the above table for Messrs. Johnson andMr. Kuioka werewas increased by 7.93% and 11.79%, respectively,8.54% due to
increasesan increase in theirhis average annual salaries.salary. Mr. O'Neill and Ms. Carryer isare not
a participantparticipants in the Retirement Plan.

PROFIT SHARING AND MONEY PURCHASE PLANS

In addition to the Retirement Plan, Pacific Century maintains the Profit
Sharing Plan and Money Purchase Plan as tax-qualified defined contribution
plans. Each plan year, Pacific Century makes a profit sharing contribution to
the Profit Sharing Plan based on Pacific Century's adjusted net income and
adjusted return on equity for the plan year. The profit sharing contribution is
allocated to all participants based on a participant's eligible compensation.
The Profit Sharing Plan contains a 401(k) member savings

21
feature as well as a
company matching contribution of $1.25 for each $1.00 (up to 2% of eligible
compensation) a participant contributes in 401(k) savings. Under the Money
Purchase Plan, a participant receives an allocation of an amount equal to 4% of
the participant's total eligible compensation for each plan year.

The Code imposes certain limitations on the annual amounts that any
participant may receive under the Profit Sharing Plan and Money Purchase Plan.
The amount of any excess contributions as a result of Code limitations are
credited under the Excess Profit Sharing and Excess Money Purchase Plans to
accounts maintained on the books of Pacific Century. The amounts allocated under
these plans will be paid from the general assets of Pacific Century at the time
the participant receives a distribution of his respective account from the
Profit Sharing Plan and Money Purchase Plan.

CHANGE-IN-CONTROL ARRANGEMENTS

Pacific Century's Key Executive Severance Plan (the "Severance Plan")
provides participants, following a change in control of Pacific Century, with
severance benefits under circumstances and in amounts set forth in the Severance
Plan and in individual severance agreements with each participant. All of the
currently employed named executive officers, with the exception of Mr. O'Neill,
participate in the Severance Plan. Each of the severance agreements with Pacific Century's currentthese
named executive officers provides that a "change ofin control" will be deemed to
have occurred if (1) any person or group becomes the beneficial owner of 25% or
more of the total number of voting securities of Pacific Century, or (2) the
persons who were directors of Pacific Century before a cash tender or exchange
offer, merger or other business combination, sale of assets, or contested
election cease to constitute a majority of the Board of Directors of Pacific
Century or any successor to Pacific Century.

Mr. Johnson's agreement and the Severance Plan further provide that a
"change of control" will be deemed to have occurred if a majority of the Board
of Directors determines in good faith that a change of control is imminent. For
Messrs. Johnson, Dahl, and Kuioka, Ms. Carryer, and Mr. Houle, severance benefits are payable if their employment is terminated voluntarily
or involuntarily within two years of a change ofin control. Key features include:

(1) The payment of a lump sum amount equal to three years of compensation,
consisting of salary, bonuses, and certain other incentive compensation,
calculated in Mr. Johnson's case on the basis of his highest total
compensation during any 12-month period in the preceding three years, and
in the case of Messrs. Dahl, Kuioka, Ms. Carryer, and Mr. Houle, by applying a multiplier of three to the highest salary,
bonus, and incentive compensation amounts paid in the preceding three
years.

(2) Special supplemental retirement payments equal to the retirement
benefits the participant would have received had his or her employment
continued for three years following his or her termination of employment
(or until his or her normal retirement date, if earlier).

(3) The continuation of all other benefits he or she would have received had
employment continued for three years following the termination of
employment (or until his or her normal retirement date, if earlier), such
as medical and group life insurance.

(4) The lump sum payment to Mr. Dahl, Mr. Kuioka, Ms. Carryer, and
Mr. Houlewould also would include a payment equal to any
difference between the actual payout under the One-Year Incentive Plan
for the year of termination and the maximum amount that would be payable
if employment continued to the end of the period and all performance
goals were achieved.

(5) The agreements with Mr. Dahl, Mr. Kuioka, Ms. Carryer, and Mr. Houle
provide that amounts payable will be grossed up for the
amount necessary to pay any golden parachute excise tax due.

22
Stock options and SARs held by named executive officers will become
immediately exercisable upon a change ofin control. See notes to the table
entitled "STOCK OPTION/"Stock Option/SAR GRANTS IN LAST FISCAL YEAR"Grants In Last Fiscal Year" on page 19. A change in
control also will cause the lapse of restrictions on stock issued under the
Director Stock Program, and (as described on page 9) will entitle named
executive officers to receive all or a portion of the shares covered by
performance share grants.Program. For the One-Year Incentive Plan, the 2000 to 2002, and
1999 to 2001 Long-termLong-Term Incentive Plans and the 1998 to 2000 Growth Plan cycles, the relevant incentive period
will end and awards will be paid upon a dissolution, liquidation, or change in
control (as defined under the Severance Plan) of Pacific Century. In those
circumstances, payments will be calculated by multiplying contingent awards by
2.0 and by adjusting awards in proportion to the number of months of the
original incentive period that elapsed before the triggering event.

22
PERFORMANCE GRAPH

The following graph shows the cumulative total return for Pacific Century
common stock compared to the cumulative total returns for the S&P 500 Index and
the S&P Major Regional Bank Index. The graph assumes that $100 was invested on
December 31, 19941995 in Pacific Century's stock, the S&P 500 Index and the S&P
Major Regional Bank Index. The cumulative total return on each investment is as
of December 31, of each of the subsequent five years and assumes reinvested
dividends.

CUMULATIVE TOTAL RETURN
BASED UPON AN INITIAL INVESTMENT OF $100 ON DECEMBER 31, 1995
WITH DIVIDENDS REINVESTED

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

12/31/94 12/31/1/95 12/31/1/96 1-DEC 12/31/97 12/31/1/98 12/31/1/99 DEC-00

Pacific Century Financial Corporation $100 $146 $176 $213 $216 $171100 121 146 148 118 116
S&P 500 $100 $138 $169 $226 $290 $351100 123 164 211 255 232
S&P 500 Major Regional Bank(0)Banks (Major Regional) Index $100 $157 $215 $324 $357 $307100 137 205 227 195 260

12/31/94
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------

Pacific Century Financial Corporation...... $100 $121 $146 $176 $213 $216 $171$148 $118 $116
S&P 500 Index.............................. $100 $138 $169 $226 $290 $351$123 $164 $211 $255 $232
S&P Major Regional Bank Index.............. $100 $157 $215 $324 $357 $307$137 $205 $227 $195 $260

CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS

Certain transactions involving loans, deposits and certificates of deposit,
other money market instruments, sales of commercial paper, and certain other
banking transactions occurred during 19992000 between the Company and Bank of Hawaii
on the one hand and certain directors or executive officers of the Company and
Bank of Hawaii, and members of their immediate families or associates of the
directors on the other. All such transactions were made in the ordinary course
of business on substantially the same terms, including interest rates and
collateral, that prevailed at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The rules of the Securities and Exchange Commission require Pacific Century
to disclose late filings of reports of ownership (and changes in stock
ownership) of Pacific Century common stock by its directors and Section 16
officers. To Pacific Century's knowledge, based solely on review of the copies
of such reports received by Pacific Century and the written representations of
its directors and officers, Pacific Century believes that its directors and
officers satisfied all those filing requirements for 1999, except for one option
exercise for 15,340 shares in October 1999 by Mr. Dahl, and two option exercises
for 3,096 and 3,090 shares in October 1999 by Mr. Kuioka, which when initially
filed did not reflect the exercise as an SAR (stock appreciation right), due to
an administrative oversight at the Company. Upon discovery of those omissions,
Pacific Century immediately filed amended Form 4s.

242000.

[LOGO]PROPOSAL 2: TO APPROVE AN AMENDMENT TO
THE PACIFIC CENTURY FINANCIAL CORPORATION
CONTINENTAL STOCK TRANSFEROPTION PLAN OF 1994
TO INCREASE AVAILABLE SHARES

Pacific Century's Board of Directors has adopted, subject to shareholder
approval, and recommends that shareholders approve an amendment to Section 4.1
of the Pacific Century Stock Option Plan of 1994 (the "Option Plan") to increase
the total number of shares that may be granted under the Option Plan. The
amendment to the Option Plan increases the maximum shares of common stock that
may be issued under the Plan by 5,000,000 to 14,650,000.

The original 1,250,000 shares were adjusted to 1,875,000 as a result of a
50 percent stock dividend declared on January 26, 1994 and payable on March 15,
1994. On April 25, 1997, the shareholders approved an additional 1,000,000
shares, increasing the maximum number of shares to 2,875,000. This amount was
adjusted to 5,750,000 as a result of a 100 percent stock dividend declared on
October 24, 1997 and payable on December 12, 1997. On April 23, 1999,
shareholders approved an additional 3,900,000 shares, increasing the maximum
number of shares to 9,650,000. As of December 31, 2000 there were 1,718,480
shares available under the Option Plan.

The purpose of the Option Plan is to attract, retain and motivate high
quality personnel and to provide incentives for the promotion of business and
financial success of the Company by providing them with equity participation.
The Board of Directors believes that the additional shares are desirable in
order to fulfill the objectives of the Option Plan and to promote and closely
align the interests of employees of Pacific Century with its shareholders by
providing stock-based compensation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL.

PROPOSAL 3: TO APPROVE AN AMENDMENT TO THE OPTION PLAN TO
ALLOW THE NUMBER OF OPTIONS GRANTED TO
EXCEED 20% OF THE AUTHORIZED POOL BUT NO MORE
THAN 23% FOR CEO UPON HIRE

Pacific Century's Board of Directors has adopted, and recommends that
shareholders approve an amendment to Section 6.1 of the Option Plan relating to
the maximum limitation of shares for options granted to an individual
participant. The Option Plan currently provides that the maximum number of
shares subject to options granted to any single participant during the term of
the Plan is 20 percent of the total authorized pool of shares. The amendment to
the Option Plan would permit the Company to follow a separate maximum limitation
equal to 23 percent of the total authorized pool of shares as it relates to the
number of options granted to the Chief Executive Officer at the time of hire.

At the time of Mr. O'Neill's hire, Mr. O'Neill received an option award of
2,212,000 shares, of which 282,000 shares were in excess of the 20 percent
limitation. The grant to Mr. O'Neill provides that the option for the 282,000
excess shares may not be exercised unless the shareholders approve the amendment
to the Option Plan. As discussed in the Compensation Committee Report on pages
13-17, the Compensation Committee's objectives in determining Mr. O'Neill's
compensation, is to provide a competitive level of compensation consistent with
achieving the Company's annual and long-term performance goals and in aligning
the Chief Executive Officer's goals with the shareholders' goals of stock
appreciation and yield. The Compensation Committee and Pacific Century's Board
of Directors believe that stock options serve as a strong motivator, a capital
accumulation opportunity and a retention mechanism, and that the amount and
timing of the initial grant of options to Mr. O'Neill provide an appropriate and
desirable balance between cash and stock to maximize long-term shareholder
interests.

Code Section 162(m) precludes a publicly held corporation from claiming
income tax deductions for compensation in excess of $1 million paid to its chief
executive officer or to any of its four other most highly compensated executive
officers. However, compensation is exempt from this limitation if it satisfies
the requirements for "qualified performance-based compensation" under Code
Section 162(m). In order for a grant of options under the Option Plan to qualify
for the performance-based compensation exemption under Code Section 162(m), the
Option Plan must specify a limitation on the number of options that may be
granted to any individual participant during a specified period and, further,
this limitation constitutes a "material term" which must be approved by
shareholders. Accordingly, in order to fully qualify the options granted to
Mr. O'Neill for tax deductibility pursuant to the performance-based compensation
exemption under Code Section 162(m) (specifically, the 282,000 shares in excess
of the current 20% individual participant limitation), Pacific Century is
seeking shareholder approval of the amendment to increase this limitation
exclusively for option grants to the Chief Executive Officer at the time of
initial hire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL

PROPOSAL 4: TO APPROVE AN AMENDMENT TO THE OPTION PLAN
TO ALLOW THE GRANT OF OPTIONS TO
INDEPENDENT CONTRACTORS

Pacific Century's Board of Directors has adopted, subject to shareholder
approval, and recommends that shareholders approve an amendment to
Section 2.1(l) of the Option Plan which would allow the Company to make awards
to an independent contractor providing services to the Company or a subsidiary.
The Option Plan currently provides that persons eligible to participate are
full-time, non-union employees of the Company and its subsidiaries, including
employees who are directors. The Committee is permitted to select from all
eligible employees those to whom awards may be granted, and the nature and
amount of such awards, and is authorized to issue awards in several forms,
including options, stock appreciation rights, restricted stock, restricted stock
units, and common stock for payment of obligations under the Company's One-Year
Plan and Long-Term Plan. The Option Plan provides for the specific treatment of
awards in the event of a participant's termination of employment (for example,
in the case of termination for cause, options are forfeited; in the case of
termination due to death, disability, or retirement, options generally remain
exercisable until the original expiration date or until five years after
termination, whichever occurs first; and in the case of termination for other
reasons, unvested options are terminated and vested options generally remain
exercisable until three months after the termination).

Under the amendment to the Option Plan, an independent contractor who
provides services to, and is not a director of, the Company or its subsidiaries
would be eligible to participate in the Option Plan as selected by the
Committee. While an award to an employee is subject to specific treatment
following a termination of employment as described above, the treatment of an
award to an independent contractor following termination of service (e.g., the
exercise period) would be governed under the terms and conditions of the award
as determined by the Committee. The Company will from time to time, engage the
services of independent contractors, who are not employees, but are retained for
a limited time and purpose, to provide distinct and specialized advice and
services regarding various operations of the Company, including credit risk and
management, financial reporting and other significant areas. The Board is of the
opinion that it is in the best interests of the Company and its shareholders to
maintain the flexibility of compensating these individuals through awards under
the Option Plan, thereby aligning their overall compensation to the Company's
long-term performance and stock appreciation. The Company believes that
providing a balance of cash compensation and equity participation will provide
these individuals with the proper motivation and incentive to achieve the
Company's financial goals.

As previously discussed, a corporation is exempt from the $1 million
compensation deduction limitation under Code Section 162(m) with respect to
compensation that meets the requirements for "qualified performance-based
compensation". Among other requirements, in order to qualify as
performance-based compensation, the "material terms" of a plan under which the
compensation is paid must be approved by shareholders. For this purpose, the
material terms of a plan include the employees eligible to receive compensation
under the plan. Accordingly, Pacific Century is seeking shareholder approval of
the proposed amendment relating to the eligibility of independent contractors,
which constitutes a material term of the Option Plan, in order that awards under
the Option Plan may qualify for the exemption for performance-based compensation
under Code Section 162(m).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL

PROPOSAL 5: ELECTION OF AN
INDEPENDENT AUDITOR

The Board of Directors, on recommendation of the Audit Committee, recommends
the reelection of Ernst & TRUST COMPANY
2 BROADWAY
NEW YORK, NY 10004

VOTE BY PHONE 1-800-690-6903

Use any touch-tone telephoneYoung, LLP as Pacific Century's independent auditor
for 2001. Ernst & Young, LLP has been Pacific Century's independent auditor
since its incorporation in 1971, and also serves as independent auditor for Bank
of Hawaii. We expect representatives of Ernst & Young LLP to submit your proxy 24 hours a day, 7 days a week.
Have your proxy card in hand when you call. Youattend the annual
meeting. Ernst & Young LLP have indicated that they will have no statement to
make but will be promptedavailable to enterrespond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL

OTHER BUSINESS

The Board knows of no other business for consideration at the 12-digit Control Number which is locatedannual
meeting. Your signed proxy or proper telephone or Internet vote gives authority
to the right. Your voting instructionsproxies to vote at their discretion on other matters properly presented
at the annual meeting, or adjournment or postponement of the meeting.

APPENDIX A

PACIFIC CENTURY FINANCIAL CORPORATION
AUDIT COMMITTEE CHARTER

STATEMENT OF POLICY

The audit committee (Committee) will be repeated to you and you will be asked to confirm them.

VOTE BY INTERNET www.proxyvote.com

Use the Internet to submit your proxy 24 hours a day, 7 days a week. Have your
proxy card in hand when you access the website. You will be prompted to enter
the 12-digit Control Number which is locatedprovide assistance to the rightboard of
directors (Board) in fulfilling their oversight responsibility to obtain your records
and create an electronic ballot. You will then be asked to confirm your
submission.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope
we've provided or return it toshareholders of Pacific Century Financial Corporation c/o ADP,
51 Mercedes Way, Edgewood, NY 11717.

IF YOU VOTE BY PHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X

PACIFIC(PCFC). The Committee will
provide oversight to the quality and integrity of regulatory and financial
accounting and reporting, credit risk management, the internal and external
audit functions and the independent audit of PCFC's annual financial statement.
In doing so, it is the responsibility of the Committee to maintain free and open
communications between the Committee, independent auditors, internal auditors
and management of PCFC. In discharging its oversight role, the Committee shall
be empowered to conduct or authorize investigations into any matter within the
scope of its responsibilities. The Committee may employ an independent
accountant, outside counsel or other experts as deemed appropriate and shall
have full access to all records, facilities or personnel of PCFC.

ORGANIZATION

The audit committee shall be appointed by the Board and shall be comprised
of at least three members, each of whom will have no relationship to PCFC that
may interfere with the exercise of their independence from management and PCFC.
The Committee shall be or must become financially literate within a reasonable
period of time following appointment. At least one member of the Committee must
have accounting or related financial management expertise. The Committee will
meet at least quarterly.

RESPONSIBILITIES

1. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Committee, as representatives of PCFC's
shareholders. The Committee shall discuss the auditor's independence from
management and PCFC and the matters included in the written disclosures
required by the Independence Standards Board. Annually, the Committee will
review and recommend to the Board the selection of PCFC's independent
auditors, subject to the shareholder's approval.

2. The Committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits and credit
review examinations including the adequacy of staffing. Also, the Committee
will discuss with management, the internal auditors and independent auditors
the adequacy and effectiveness of the accounting and financial controls,
including PCFC's processes to monitor and manage business risk, and relevant
compliance programs. The Committee will meet separately with the internal
auditors and the independent auditors, with and without the presence of
management, to discuss the results of their examinations.

3. The Committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the PCFC's Quarterly
Report on Form 10-Q. The Committee will discuss the results of the quarterly
review and any other matters required to be communicated to the Committee by
the independent auditors under generally accepted auditing standards. The
Chair of the Committee may represent the entire Committee for purposes of
this review.

4. The Committee shall review with management and the independent auditors the
financial statement to be included in the PCFC's Annual Report on Form 10-K,
including their judgment about the quality, not just the acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements. The Committee will
discuss the results of the annual audit and any other matters required to be
communicated to the Committee by the independent auditors under generally
accepted auditing standards.

5. The Committee will review this charter annually and any revisions adopted by
the Committee will be subject to approval by the Board.

[PACIFIC CENTURY FINANCIAL CORPORATIONLOGO]

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS-SHAREHOLDERS

APRIL 28, 200027, 2001

Shareholders of record of Pacific Century common stock at the close of business
on February 28, 200027, 2001 are entitled to attend the meeting and vote on the business
brought before it. The meeting will be held on Friday, April 28, 200027, 2001 at 8:30
a.m. on the sixth floor of the Bank of Hawaii Building, 111 South King St,St.,
Honolulu, Hawaii.

We look forward to seeing you at the meeting. However, in the event thatif you are
unable tocannot attend the
meeting, your shares may still be voted if you complete, sign, date, and return
the enclosed proxy card in the enclosed postage-paid return envelope. You also
may vote by telephone or electronically via the Internet. The accompaningaccompanying proxy
statement, also available online at www.boh.com, provides certain background
information that will be helpful in deciding how to cast your vote on business
transacted at the meeting.

By Order of the Board of Directors

/s/ Cori C. Weston

CORI C. WESTON
Vice President and Secretary
Pacific Century Financial Corporation

PACEN2 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------PLEASE DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.HERE
- --------------------------------------------------------------------------------

PACIFIC CENTURY FINANCIAL CORPORATION
THE BOARD OF DIRECTORS RECOMMENDS VOTING
FOR ALL OF THE FOLLOWING PROPOSALS:

VOTE ON PROPOSALS

1. To elect the following Class II Directors for For Withhold For All
terms expiring in 2003. All All Except
(01) David A. Heenan, (02) Stuart T. K. Ho,
(03) Lawrence M. Johnson, (04) Fred E. Trotter 0 0 0

To withhold authority to vote, mark "For All Except"
and write the nominee's number on the line below.

____________________________________________________

For Against Abstain

2. To elect Ernst & Young LLP as Independent 0 0 0
Auditor.

3. To transact any other business that may 0 0 0
be properly brought before the meeting.-------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON
P APRIL 28, 200027, 2001
R
O The undersigned hereby constitutes and appoints PETER D. BALDWIN, MARY G.F.
BITTERMANDAVID A. HEENAN,
X ROBERT A. HURET, AND MARTIN A. STEIN,DONALD M. TAKAKI, and each of them, the proxyproxies of
Y the undersigned, with full powers of substitution, to vote all common
stock of Pacific Century Financial Corporation, that the undersigned
may be entitled to vote at the annual meeting of shareholders of
the Pacific Century Financial Corporation to be held on April 28, 2000,27, 2001,
or any adjournment thereof.

THIS PROXY WILL BE VOTED AS DIRECTED. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR EACH OF THE PROPOSALS. IF NO CHOICE IS SPECIFIED, THE PROXY
WILL BE VOTED FOR ALL NOMINEES AND PROPOSALS, AND ACCORDING TO THE
DISCRETION TOOF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

INSTRUCTIONS FOR VOTING YOUR PROXY

PACIFIC CENTURY FINANCIAL CORPORATION IS OFFERING SHAREHOLDERS OF RECORD THREE
ALTERNATIVE WAYS OF VOTING YOUR PROXIES:
- - BY TELEPHONE (USING A TOUCH-TONE TELEPHONE)
- - THROUGH THE INTERNET (USING A BROWSER)
- - BY MAIL (TRADITIONAL METHOD)

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD. WE ENCOURAGE
YOU TO USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF VOTING, 24 HOURS A DAY,
7 DAYS A WEEK.

/TELEPHONE VOTING/ AVAILABLE ONLY UNTIL 5:00 P.M. EASTERN TIME ON THURSDAY,
APRIL 26, 2001.

- - THIS METHOD OF VOTING IS AVAILABLE FOR RESIDENTS OF THE U.S. AND
CANADA.
- - ON A TOUCH TONE TELEPHONE, CALL TOLL FREE 1-877-260-0406, 24 HOURS A DAY, 7
DAYS A WEEK.
- - YOU WILL BE ASKED TO ENTER ONLY THE CONTROL NUMBER SHOWN BELOW.
- - HAVE YOUR PROXY CARD READY, THEN FOLLOW THE SIMPLE INSTRUCTIONS.
- - YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED.

/INTERNET VOTING/ AVAILABLE ONLY UNTIL 5:00 P.M. EASTERN TIME ON THURSDAY,
APRIL 26, 2001.

- - VISIT OUR INTERNET VOTING WEBSITE AT HTTP//:PROXY.GEORGESON.COM
- - ENTER THE COMPANY NUMBER AND CONTROL NUMBER SHOWN BELOW AND FOLLOW THE
INSTRUCTIONS ON YOUR SCREEN.
- - YOU WILL INCUR ONLY YOUR USUAL INTERNET CHARGES.

/VOTING BY MAIL/

- - SIMPLY MARK, SIGN AND DATE YOUR PROXY CARD AND RETURN IT IN THE POSTAGE-PAID
ENVELOPE.
- - IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY
CARD.

/COMPANY NUMBER/ /CONTROL NUMBER/

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- -------------------------------------------------------------------------------

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE FOLLOWING PROPOSALS:

1. Elect the following directors
Three Class III Directors for terms expiring in 2004
Nominees: Mary G. F. Bitterman
Martin A. Stein
Stanley S. Takahashi
Class II Director for term expiring in 2003
Nominee: Clinton R. Churchill

FOR ALL WITHHOLD FOR
NOMINEES LISTED AUTHORITY EXCEPT*
/ / / / / /

(Instruction: To withhold authority to vote for an individual nominee, mark the
"FOR EXCEPT*" box and write that nominee's name on the space provided.)

*Exception
------------------------------------------------------------

2. Approve an Amendment to Stock FOR AGAINST ABSTAIN
Option Plan To Increase Shares / / / / / /
Available for Grant

3. Approve an Amendment to Stock FOR AGAINST ABSTAIN
Option Plan To Allow the Number / / / / / /
of Options Granted To Exceed 20%
of the Authorized Pool But No More
Than 23% For CEO Upon Hire

4. Approve an Amendment to Stock FOR AGAINST ABSTAIN
Option Plan To Allow Grant of / / / / / /
Option to Independent Contractors

5. Elect Ernst & Young LLP as FOR AGAINST ABSTAIN
Auditor. / / / / / /

DATE: , 2001
-------------------------------

-------------------------------------------
SIGNATURE

-------------------------------------------
SIGNATURE (JOINT OWNERS)

Please date, sign exactly as your name appears on the
form and mail the proxy promptly. When signing as an
attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held
jointly, both owners must sign.
- ---------------------------------- ------ ------------------------ ------

- ---------------------------------- ------ ------------------------ ------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

- --------------------------------------------------------------------------------