SCHEDULE 14A INFORMATION

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

Your VOTE is important!

Notice of 20022003
Annual Meeting of Shareholders
and Proxy Statement

Meeting Date: April 26, 200225, 2003

Pacific Century FinancialBank of Hawaii Corporation

130 Merchant Street
Honolulu, Hawaii 96813

PACIFIC CENTURY FINANCIALBANK OF HAWAII CORPORATION
130 Merchant Street
Honolulu, Hawaii 96813

         March 8, 200211, 2003

Dear Shareholder:

        The 20022003 Annual Meeting of shareholders of Pacific Century FinancialBank of Hawaii Corporation ("Pacific Century"Bank of Hawaii" or the "Company") will be held on Friday, April 26, 200225, 2003 at 8:30 a.m. on the Sixth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii. Each shareholder may be asked to present valid picture identification. Shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date.

        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 CenturyBank of Hawaii 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,


MICHAEL E. O'NEILL
Chairman of the Board, and
Chief Executive Officer and President

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 26, 200225, 2003

To Our Shareholders:

        The Annual Meeting of shareholders of Pacific Century FinancialBank of Hawaii Corporation ("Pacific Century"Bank of Hawaii" or the "Company") will be held on Friday, April 26, 2002,25, 2003, 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 three Class III Directors for terms expiring in 2005 and to elect one Class III Director for a term expiring in 2004.2006.



2.

To approve an amendment to Article I of the Company's Certificate of Incorporation to change the name of the Company to Bank of Hawaii Corporation.



3.

To elect an Independent Auditor.



4.3.

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 CenturyBank of Hawaii common stock (NYSE: BOH) at the close of business on February 26, 200224, 2003 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



CORI C. WESTON
Senior Vice President and Corporate Secretary
Pacific Century FinancialBank of Hawaii Corporation

Honolulu, Hawaii
Dated: March 8, 200211, 2003

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 FinancialBank of Hawaii Corporation (the("Bank of Hawaii" or the "Company" or "Pacific Century") is soliciting the enclosed proxy for the Company's 20022003 annual meeting. The proxy statement, proxy card, and the Company's 2001 Summary Annual Report to Shareholders and Annual Report on Form 10-K are first being distributed to the Company's shareholders on or about March 8, 2002.11, 2003.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q:

What am I voting on?

A:

The election of directors one amendment to the Company's Certificate of Incorporation, and the election of an independent auditor.

Q:

Who can vote at the annual meeting?

A:

Holders of Pacific Century'sBank of Hawaii's common stock, par value $0.01 per share, as of the close of business on February 26, 200224, 2003 (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 73,205,22960,853,059 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 called aquorum. 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 overvia the Internet. We also count abstentions and broker non-votes as present and entitled to vote for purposes of determining 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 overvia 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.

2

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 vote at the meeting. 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 2002.2003.

Q:

Who will count the votes?

A:

Georgeson Shareholder Communications, Inc. will count and tabulate the votes. The shares represented by your proxy will be votedFOR 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 of directors. The proposal for the amendment of the Company's Certificate of Incorporation requires the affirmative vote of a majority of the issued and outstanding common stock on the Record Date. Since this majority is based on outstanding shares, abstentions and broker non-votes will have the same effect as negative votes. The proposal for the election of an independent auditor requires the affirmative vote of a majority of shares present in person or by proxy and entitled to vote at the meeting. For this proposal, broker non-votes will be treated as not entitled to vote and so will not affect the outcome, although abstentions will have the same effect as negative votes.

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 CenturyBank of Hawaii 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 CenturyBank of Hawaii 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 Shareholder

3

Communications, Inc., 17 State Street, New York, New York 10004 to assist in the solicitation of proxies for an estimated fee of $6,500, plus reasonable out-of-pocket costs and expenses. We will,

3

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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).



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.

Proposals To Be Included In The Proxy Statement and Voted On At The Meeting.    Proposals that shareholders wish to have included in the proxy statement for the 20032004 annual meeting of shareholders must be made in accordance with SEC Rule 14a-8. Proposals must be received by the Company's Corporate Secretary on or before November 8, 200212, 2003 at the address set forth below.

Proposals To Be Voted On At The Meeting Only.    Under our By-Laws, for a shareholder to bring a proposal before the 20032004 annual meeting, Pacific CenturyBank of Hawaii must receive the written proposal no later than 80 days nor earlier than 90 days before the first anniversary of the 20022003 annual meeting; in other words, no later than February 5, 20022004 and no earlier than January 26, 2003.2004. (Please refer to Section 1.12 of Pacific Century'sBank of Hawaii's By-Laws.) The proposal also must contain the information required in Pacific Century'sthe By-Laws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age, business address and, if known, residence address of each nominee proposed in person, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Pacific CenturyBank of Hawaii stock each nominee beneficially owns. These advance notice provisions are separate from the requirements a shareholder must meet to have a proposal included in the proxy statement under SEC rules. By complying with these provisions, a shareholder may present a proposal in person at the meeting, but will not be entitled to have the proposal included in the Company's proxy statement.

Copy of By-lawBy-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.

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PROPOSAL 1: ELECTION OF 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 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. Robert W. Wo, Jr. who serves on the Board of Bank of Hawaii, the Company's largest subsidiary. Mr. Wo has been nominated as a Class III director (term to expire in 2004) to succeed Mr. Stanley S. Takahashi, who has reached mandatory retirement age.Board. 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 III DIRECTORS TERMS EXPIRING IN 2006


Name, Age, and Year First Elected as Director		Principal Occupation(s) During Past 5 Years		Other Public Directorships Held
Clinton R. Churchill; 59; 2001		Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992 (Chairman 1998, 2000); Chief Executive Officer of The Estate of James Campbell from 1988-1992.		—
David A. Heenan; 63; 1993		Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1995 (Chairman 1999, 2001).		Maui Land & Pineapple Co., Inc.
Michael E. O'Neill; 56; 2000		Chairman and Chief Executive Officer of the Company and its principal subsidiary, Bank of Hawaii (the "Bank"), since November 2000; President since 2002; Vice Chairman and Chief Financial Officer, BankAmerica Corporation (a banking company), from 1995-1999.		—

5

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CLASS I DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2005


Name, Age, and Year First Elected as Director		Principal Occupation(s) During Past 5 Years		Other Public Directorships Held
Peter D. Baldwin; 64;65; 1991		Owner of Piiholo Ranch, LLC (a cattle ranching and eco-tourism company) since 2001; President of Baldwin Pacific Corporation (livestock maintenance and sales on Maui and orchard farming in California)Maui) since 1965; President, Baldwin Pacific Properties, Inc. (real(a real estate development company) since 1988; and Director and Chief Executive Officer of Orchards Hawaii, Inc. (fruit(a fruit juice marketing)marketing company) since 1986.		—
Robert A. Huret; 56;57; 2000		General Partner and Managing Member of FTVentures (investment technology(a venture capital fund) since 1998; Senior Consultant, Financial Services Group at Montgomery Securities from 1984-1998.		—
Donald M. Takaki; 60;61; 1997		Chairman and Chief Executive Officer, Island Movers, Inc. (a transportation service company) since 1964; President, Transportation Concepts, Inc. (a transportation leasing company) since 1988 and General Partner, Don Rich Associates a(a real estate development company) since 1979.		—


NOMINEE FOR ELECTION FOR CLASS III TERM EXPIRING IN 2004


Name, Age, and Year First Elected as Director		Principal Occupation(s) During Past 5 Years		Other Public Directorships Held
Robert W. Wo, Jr; 49		President and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984.		—

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CLASS II DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2003


Name, Age, and Year First Elected as Director		Principal Occupation(s) During Past 5 Years		Other Public Directorships Held
Clinton R. Churchill; 58; 2001		Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992; Chief Executive Officer of The Estate of James Campbell from 1988-1992.		—
David A. Heenan; 62; 1993		Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1995.		Maui Land & Pineapple Co., Inc.
Michael E. O'Neill; 55; 2000		Chairman and Chief Executive Officer of Pacific Century and the Bank of Hawaii since November 2000; Vice Chairman and Chief Financial Officer, BankAmerica Corporation (banking), from 1995-1999.		—


CLASS III DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2004


Name, Age, and Year First Elected as Director		Principal Occupation(s) During Past 5 Years		Other Public Directorships Held
Mary G.F. Bitterman; 57;58; 1994		President and CEO, The James Irvine Foundation (an organization administering the assets of the charitable trust of James Irvine) since 2002; President and Chief Executive Officer, KQED, Inc. (public(a public broadcasting center) since 1993.from 1993-2002.		—
Martin A. Stein; 61;62; 1999		President, Sonoma Mountain Ventures, LLC (strategic and technology consulting and venture capital) since October 1998; Vice Chair of BankAmerica Corporation (banking)(a banking company) responsible for Technology, Operations, Payments, and Purchasing from 1990-1998.		—
Robert W. Wo, Jr; 50; 2002		President and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984.		—

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BENEFICIAL OWNERSHIP


         At the close of business on December 31, 2001, Pacific Century2002, Bank of Hawaii had 73,218,32663,015,442 shares of its common stock outstanding. As of December 31, 2001,2002, this table shows how much Pacific CenturyBank of Hawaii common stock is owned (i) by its directors, nominees, and the Chief Executive Officer and the five other persons who at December 31, 2001, were the four most highly compensated executive officers of Pacific Century other thanBank of Hawaii at December 31, 2002 (or who would have been but for the CEOfact that they were not serving as an executive officer at that time) (the "named executive officers"), and (ii) by two companies that are known to us to own beneficially 5% or more of Pacific Century'sBank of Hawaii's common stock. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned. Share ownership has been computed in accordance with SEC rules and does not necessarily indicate beneficial ownership for any other purpose.


AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP


Name		Number of Shares Beneficially Owned		Right to Acquire Within 60 Days		Total		Percent of Outstanding Shares as of 12-31-01			Number of Shares Beneficially Owned		Right to Acquire Within 60 Days		Total		Percent of Outstanding Shares as of 12-31-02
Wellington Management Co., LLP 75 State Street Boston, Massachusetts 02109		10,531,497	(1)	-0-		10,531,497		13.71	%		6,430,607	(1)	-0-		6,430,607		10.2	%
FMR Corp. 82 Devonshire Street Boston, Massachusetts 02109		6,917,450	(1a)	-0-		6,917,450		9.00	%		7,086,137	(2)	-0-		7,086,137		11.24	%
Peter D. Baldwin		4,008	(2)(9)	13,000	(7)	17,008		*			4,244	(3)(10)	16,000	(8)	20,244		*
Mary G.F. Bitterman		12,993	(2)(3)	13,000	(7)	25,993		*			13,456	(3)(4)	16,000	(8)	29,456		*
Clinton R. Churchill		5,238	(2)(8)	8,000	(7)	13,238		*			5,506	(3)(9)	11,000	(8)	16,506		*
David A. Heenan		13,610	(2)(6)	13,000	(7)	26,610		*			14,685	(3)(7)(9)	16,000	(8)	30,685		*
Robert A. Huret		3,150	(2)	3,000	(7)	6,150		*			4,959	(3)	6,000	(8)	10,959		*
Martin A. Stein		600	(2)	6,000	(7)	3,400		*			800	(3)	9,000	(8)	9,800		*
Stanley S. Takahashi		2,700	(2)(3)	13,000	(7)	15,700		*
Donald M. Takaki		8,033	(2)(10)	12,000	(7)	20,033		*			9,123	(3)(11)	15,000	(8)	24,123		*
Robert W. Wo, Jr.		8,829	(2)(3)	8,000	(7)	16,829		*			11,549	(3)(4)	11,000	(8)	22,549		*
Michael E. O'Neill		893,430	(5)	737,334		1,630,764		2.2	%		893,430	(6)	1,474,667		2,368,097		3.75	%
Richard J. Dahl		209,677	(2)(3)(4)	490,402		700,079		*
Mary P. Carryer		19,298	(2)	168,685		187,983		*
Alton T. Kuioka		99,980	(2)(4)	261,044		361,024		*			105,568	(3)(5)	289,171		394,739		*
Allan R. Landon		11,000	(2)	45,000		56,000		*			21,303	(3)	76,364		97,667		*
Directors, nominees and executive officers as a group (26 persons)		1,388,888		1,791,465		3,080,811		4.2	%
Donna A. Tanoue											15,659	(3)	3,000		18,659		*
David W. Thomas											23,098	(3)	41,667		64,765		*
Richard J. Dahl +											164,733		413,623		578,356		*
Directors, nominees and executive officers as a group (23 persons)											1,379,908		3,357,302		4,737,210		7.51	%

*

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 2.01% ofDahl resigned from the outstanding shares, and beneficially owns 2.2% of the outstanding shares, if the 152,273 shares owned by the Bank of Hawaii Charitable Foundation mentioned in footnote 5 are included.Company on March 31, 2002.

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Notes to Table on Amount and Nature of Beneficial Ownership

All stock is subject to sole voting and investment power unless otherwise specified.

(1)

According to information furnished by it, Wellington Management Company, LLP ("WMC") is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended. As of December 31, 2001,2002, WMC, in its capacity as investment adviser, may be deemed to have beneficial ownership of 10,531,4976,430,607 shares of Pacific CenturyBank of Hawaii common stock owned by numerous investment advisoryadvisery clients, none known to have such interest for more than five percent of the class. As of December 31, 2001,2002, WMC had shared votingpower to vote or to direct the vote power over 8,637,4515,291,347 of those shares, and shared dispositive power to dispose or to direct the disposition of over 10,531,4976,430,607 of those shares.



(1a)(2)

According to information furnished by it, FMR Corp. ("FMR") wholly owns Fidelity Management & Research Company ("Fidelity"), which is an investment advisoradviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and ismay be deemed to be the beneficial owner of 4,813,6507,086,137 shares of PCFCBank of Hawaii common stock owned by various investment advisoryadvisery clients, none known to have more than five percent of the class. As of December 31, 2001,2002, FMR had sole voting power to vote or to direct the vote over 2,106,130of 2,658,827 shares, and sole power to dispose or to direct the disposition of 6,917,450over 7,086,137 shares.



(2)(3)

Includes 1,2001,400 restricted shares that each of the directors ownsown under the Director Stock Program with the exception of the following directors and named executive officers: Mr. Stein, 600800 shares; Mr. Huret, 200 shares; Mr. Dahl, 1,000400 shares; Mr. Kuioka, 800 shares; and Ms. Carryer, 400 shares. Mr. Kuioka, Mr. Landon, Ms. Tanoue and Mr. LandonThomas each own 10,000 restricted shares, and Mr. Dahl owns 35,000 restricted shares under the Company's 1994 Stock Option Plan. Mr. O'Neill and Ms. Carryer dodoes not own any restricted shares. Also includes shares thatIncludes Messrs. Churchill 2,721 shares, Heenan 12,709 shares, Huret 4,559 shares, Takaki 5,086 shares and Wo own2,399 shares owned under the Directors Deferred Compensation Plan. See discussion on page 9 for further information on the Directors Deferred Compensation Plan and Director Stock Program.



(3)(4)

Includes the following shares held individually by family members of which the specified officer or director may be deemed to have shared voting or investment power as follows: Ms. Bitterman, 6,331 shares;6,443 shares and Mr. Wo, 2,400 shares; and Mr. Dahl, 46,912 shares.



(4)(5)

Includes 20,476 shares held in trust for the following named executive officersMr. Kuioka under the Pacific CenturyBank of Hawaii Profit Sharing Plan who have sole investment power: Mr. Dahl, 7,709 shares; and Mr. Kuioka, 19,994 shares.Plan.



(5)(6)

Includes 152,273 shares owned by the Bank of Hawaii Charitable Foundation (the "Foundation"), of which Mr. O'Neill is President. Mr. O'Neill disclaims beneficial ownership of those shares. Mr. O'Neill directly owns 3.51% of the outstanding shares, and beneficially owns 3.75% of the outstanding shares, if the shares owned by the Foundation are included.



(6)(7)

Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president and has sole voting and investment power.president.



(7)(8)

Includes restricted shares that each director has the right to acquire within 60 days of December 31, 20012002 by exercising options under the Director Stock Program described on page 9.



(8)(9)

Includes 500 shares held in a pension plan of which Mr. Churchill has sole voting and investment power.plan.



(9)(10)

Includes 2,674 shares held by Baldwin Pacific Corp. of which Mr. Baldwin has sole voting and investment power.



(10)(11)

Includes 2,5712,637 shares held jointly with spouse which are subject to shared voting and investment power.

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BOARD STRUCTURE AND DIRECTOR COMPENSATION


        Pacific Century'sThe Company's Board of Directors met twelve times during 2001.2002. 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 2001.2002.

        Directors' fees are paid only to directors who are not employees of the Company or its subsidiaries. EachIn 2002, each such director was paid an annual retainer of $16,000, plus $750 for each Board meeting attended. Directors are reimbursed for board-related travel expenses, and directors who are non-Hawaii residents receive an additional $5,000 to compensate them for travel time. The Company does not have a retirement plan for directors who are not employed by the Company.Company or its subsidiaries.

        The Board has four standing committees: the Audit Committee, the Human Resources and Compensation Committee (the "Compensation Committee"), the Executive and Strategic Planning Committee (the "Executive Committee"), and the Nominating Committee.and Corporate Governance Committee (the "Nominating Committee"). Directors who are not employed by the Company or its subsidiaries servingand who serve as members of the Compensation Committee andor the Executive Committee receive $750 for each meeting attended. The Audit Committee meeting fee is $1,500. The chairs of the Compensation and Audit Committees, and the vice chair of the Executive Committee, also receive an annual retainer of $5,000.

Directors Deferred Compensation Plan

        Pacific CenturyThe Company 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.the Company. 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,Bank of Hawaii stock, as selected by the participants.

Director Stock Program

        Pacific Century maintainsThe Company has a Director Stock Compensation Program under whichthat annually grants 200 shares of restricted common stock ("Restricted Shares") and an option for 3,000 common shares to each directornon-employee director. The exercise price of Pacific Century and the Bank, whooptions is not an employee, receives an annual grantbased on the closing market price of the shares on the date that the options to acquire restricted stock at a price equal to the fair market value of Pacific Century's stock atwere granted. Each option expires ten years from the date of grant. The annual grant is an option of 3,000 shares. Under the Director Stock Program, all non-employee directors receive annual grants of 200 restricted shares. 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 directornot transferable. If an optionee ceases to serve as a director for any reason that does not cause a lapseother than death or disability, any unexercised options terminate. Upon the exercise of options, the shares received ("Option Shares") are nontransferable during the term of the restriction period.director. If an optionee ceases to serve as a director prior to the end of his or her term, for any reason other than death or disability, the Option Shares will be redeemed by the Company at a price equal to the exercise price. The Restricted Shares are also nontransferable during the term of the director. If an optionee ceases to serve as a director prior to the end of his or her term, for any reason other than death, disability, removal without cause, or change of control, the Restricted Shares are forfeited.

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BOARD COMMITTEES AND MEETINGS



Audit Committee: 45 Meetings in 20012002


Functions						Current Members
•		Information regarding the functions performed by the Committee is set forth in the Report of the Audit Committee and the Audit Committee Charter included in this proxy statement.				Clinton R. Churchill (Chair) Mary G.F. Bitterman Robert A. Huret Donald M. Takaki
				*		Robert W. Wo, Jr.
	*    Mr. Wo is a director of Bank of Hawaii and a nominee to the Company's Board.
Compensation Committee: 107 Meetings in 20012002
Functions						Current Members
•		Reviews, approves, and reports to the Board of Directors on the compensation arrangements and plans for senior management of Pacific CenturyBank of Hawaii and its subsidiaries.				David A. Heenan (Chair) Peter D. Baldwin Mary G.F. Bitterman
•		Reviews and approves goals for incentive compensation plans and stock option plans, and evaluates performance against those goals.		+		Stanley S. TakahashiDonald M. Takaki Barbara J. Tanabe
•		Reviews management development and training programs.
•		Reviews succession planning for senior management.
•		Determines the performance objectives of the CEO and evaluates the CEO's performance measured against the performance objective and goals of Pacific Century.Bank of Hawaii.
	+    Mr. Takahashi has reachedMs. Tanabe is a member of the mandatory retirement age of 70Bank's Human Resources and will retire fromCompensation Committee, which ordinarily meets jointly with the Board effective April 26, 2002.Company's Compensation Committee.
Executive Committee: 35 Meetings in 20012002
Functions						Current Members
•		Has power to act for the Board whenever the Board is not in session and time is of the essence.				Michael E. O'Neill (Chair) Mary G.F. Bitterman (Vice Chair)
•		Has the authority to advise the CEO and Board on long-range strategy and monitor the Company's progress.		++		Clinton R. Churchill Richard J. Dahl David A. Heenan
•		Has the authority to review, assess, and make recommendations to the Board on corporate governance.
	++    On February 4, 2002, Mr. Dahl announced his intention to leave the Company on March 31, 2002.					Robert W. Wo, Jr.
Nominating Committee: 2 Meetings1 Meeting in 20012002
Functions						Current Members
•		Reviews the qualifications of all Board candidates and recommends candidates for membership on the Board.		+		Mary G.F. Bitterman (Chair) Peter D. Baldwin Clinton R. Churchill
•		Has the authority to review, assess and make recommendations to the Board on corporate governance.				David A. Heenan Robert A. Huret Martin A. Stein Stanley S. Takahashi Donald M. Takaki Robert W. Wo, Jr.

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AUDIT COMMITTEE REPORT


        The Company's Board of Directors has determined that the Audit Committee is composed of five independent directors, in accordance with the applicable laws, regulations and New York Stock Exchange's listing standards,requirements, 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. Audit Committee members do not accept any consulting, advisory or other compensatory fees (except director fees) and are not affiliated with the Company (except as a director) or any subsidiary.

        Each Audit Committee member shall be or must become financially literate at or within a reasonable period of time following his or her appointment. At least one member of the Audit Committee must have accounting or related financial management expertise. The Board has determined that the Audit Committee has one audit committee financial expert, Robert A. Huret, within the meaning of Securities Exchange Commission ("SEC") regulations adopted under the Sarbanes—Oxley Act of 2002, and that all Audit Committee members are financially literate and have accounting or related financial management expertise.

        The Audit Committee's responsibilities include providing oversight toof the quality and integrity of the Company's regulatory and financial accounting and reporting, risk management, legal and regulatory compliance, the internal and external audit functions.functions and the preparation of this Audit Committee report. In this context, the Audit Committee has reviewed and discussed with management and the independent auditors the Company's audited financial statements with management.and "Management's Discussion and Analysis of Financial Condition and Results of Operations" to be included in the Company's Annual Report on Form 10-K. The Audit Committee has also discussed with management and the independent auditors the matters required to be discussed by SAS 61,Statement on Accounting Standards No. 61 (Communication(Communication with Audit Committee),Committees including). These discussions include the quality, not just the acceptability, of the accounting principles.principles applied. The Company's independent accountants 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)Committee), and the Audit Committee has discussed with the independent accountants, that firm's qualifications and independence. The Audit Committee considered the compatibility of the principal accountant's independence with the services covered by the financial information systems design and implementation fees and other fees described on page 23 with the Company's principal accountants' independence.22.

        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 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" be included in the Company's Annual Report on Form 10-K for year ended December 31, 20012002 for filing with the SEC. The Audit Committee and the Board of Directors also have recommended, subject to shareholder approval, the selection of the Company's independent auditors.

        Members of the Audit Committee

Clinton R. Churchill (Chair)
Mary G.F. Bitterman
Robert A. Huret
Donald M. Takaki
Robert W. Wo, Jr.

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EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE


        The Compensation Committee, composed entirely of independent directors, sets and administers the policies that govern Pacific Century'sthe Company's executive compensation programs, and various incentive and stock option programs. The Compensation 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'sthe named executive officers are reviewedshared with the full Board.

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

•

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



•

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



•

Encourage achievement of strategic objectives and creation of shareholder value.



•

Recognize and reward individual initiative and achievements.



•

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



•

Allow Pacific Centurythe Company to compete for, retain, and motivate talented executives critical to Pacific Century'sits success.

        The Compensation Committee seeks to target executive compensation at levels that the Compensation Committee believes to be consistent with others in Pacific Century'sthe banking industry. The executive officers' compensation is weighted toward programs contingent upon Pacific Century'sthe Company's level of annual and long-term performance. In general, for senior management positions of Pacific Centurythe Company (including Pacific Century'sBank of Hawaii's named executive officers) and its subsidiaries, Pacific Centurythe Company 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 projectedBank of Hawaii's asset size, complexity and with similar products and markets. Goals for specific components include:

•

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



•

The one-year incentive planOne-Year Incentive Plan will provide above 50th percentile awards if annual goals are exceeded.

        Pacific CenturyThe Company retains the services of nationally recognized consulting firms to assist the Compensation Committee in performing its various duties. Those firms advise the Compensation Committee on compensation programs for the named executive officers and senior management of Pacific CenturyBank of Hawaii and its subsidiaries. Pacific CenturyThe Company also obtains extensive compensation studies every 2-3 years. The most recent compensation study focusing on executive officers was conducted in 2001; the results were presented along with the consulting firm's review of Pacific Century'sthe Company's programs for senior management.

        The study provided an external competitive analysis of compensation for incumbents in the Company's Managing Committee, which includes the named executive officers, and senior management, using a comparatorcomparable group of 21 banking and diversified financial organizations. These corporations were viewed as representative of Pacific Century'sthe Company's talent competitors, and generally comparable in terms of overall size, business mix, and geographic scope. Many of the banking organizations in this group also are part of the S&P Major Regional Bank index used in the performance graph. For the 2001 study, the consultant provided base salary levels effective April 1, 2001, and other pay data from the peer companies to derive market-based compensation levels that were appropriate for Pacific Century'sthe Company's executive positions.

        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 2001,

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those reviews provided compensation data for professional and managerial positions at nationwide banks with an asset size of $15 billion and higher, West Coast banks $1 billion and higher in assets, and a customized cluster that included banks with asset size ranging from $4 billion to over $40 billion. Many of the banking organizations used for comparative purposes in the 2001 compensation survey are part of the S&P Major Regional Bank Index. Based on that data and the results of Pacific Century's 2001 survey, Pacific Century believes, after taking into account the compensation discussed below, that salary and total cash compensation of its named executive officers generally corresponds to the 50th percentile of cash compensation opportunities provided by comparable banks and financial services companies.

20012002 Compensation Elements

        Compensation earned by named executive officers in 2001,2002, as reflected in the Summary Compensation Table on page 17, consisted of the following elements: base salary, profit sharing and money purchase pension plans, stock options and restricted stock grants, and a one-year incentive plan cash award for 2001 payable to Mr. Kuioka and Mr. Landon.grants. In addition, as indicated in the Summary Compensation Table and the Stock Option/SAROption Grants in Last Fiscal Year Table on page 18, in 20012002 the Compensation Committee awarded stock options and restricted stock under Pacific Century'sthe Company's Stock Option Plan.Plan of 1994 as amended (the "1994 Stock Option Plan"). No awards (which are identified as contingent awards) were granted under the Bank of Hawaii One-Year Incentive Plan (the "One-Year Plan") in 2002.

Base Salaries

        Base salaries for named executive officers are determined by evaluating:evaluating the responsibilities of the positions held, the experience of the individual, the competitive marketplace, and 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. Also taken into account are key differences in responsibilities between the executives of Pacific CenturyBank of Hawaii and of other banks, and the overall economic environment. No specific weighting is given to the foregoing factors.

        The Committee increasedTo ease the expense burden of the Company, Messrs. Kuioka, Landon and Thomas reduced their 2002 salaries by 10% from 2001 levels. Mr. O'Neill elected to waive his base salaries of Mr. Dahl,salary and any bonus for 2002. Ms. Carryer, Mr. Kuioka, and Mr. Landon for 2001 in consideration of a number of factors. Mr. Dahl hadTanoue did not received an increase inreduce her salary, since 1998 asshe did not join the Committee had deferred its determination of any salary increaseCompany until it could assess the success of a number of the Company's key initiatives. In 2001, the Committee granted Mr. Dahl a salary increase in recognition of the successful completion of the sale of Pacific Century Bank, N.A. and a redesign program which significantly reduced the Company's costs. Ms. Carryer received a salary increase in 2001 in recognition of her achievements in selling the Bank of Hawaii's credit card portfolio, and her accomplishments in addressing technology issues in 2000. Mr. Kuioka received a salary increase in 2001 in recognition of his efforts in managing the Company's credit challenges and reducing the risk in the credit portfolio during 2000. Mr. Landon received a salary increase in 2001 in recognition of his assumption of additional responsibilities and appointment as Chief Financial Officer in 2001.April 2002.

Stock Ownership Guidelines

        The Compensation Committee believes that it is important for executive management to support an ownership culture for the Company's employees and shareholders and in 2001, implemented stock ownership guidelines which require the named executive officers to own a minimum amount of the Company's stock within 3 years. The Chairman and CEO is required to own at least 5 times his salary and the other named executive officers are required to own at least 2.5 times their salary.salary in market value of Company stock. The amount of shares held by each of the named executive officers is reported in the Beneficial Ownership Table on page 7.

Incentive PlansOne-Year Plan

        One-Year Plan.        The 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.

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        At the Compensation 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 Compensation Committee assesses the performance and makes a determination of the final award amount that may be greater or smaller than the contingent award. Mr. O'Neill does not participate in the One-Year Plan. At the election of the named executive officers, who desired to ease the expense burden of the Company, the Compensation Committee did not consider or grant any contingent awards to the named executive officers in 2002.

        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 (the "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

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executive officer 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 Compensation 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 grants made in 2001, the Committee determined the incentive pool to consist of 3% of the Company's 2001 net income before tax. The 2001 incentive pool percentage as a maximum limitation on each named executive officer's final award was set at 7%. The actual payout amounts for 2001 under the One-Year Plan are set forth in the Summary Compensation Table on page 17. Mr. O'Neill, Mr. Dahl and Ms. Carryer do not participate in the One-Year Plan. Ms. Carryer resigned from the Company December 31, 2001. Mr. Dahl announced his intention to leave the Company effective March 31, 2002.

        Long-Term Plan.    The Company made no contingent awards under its Long Term Incentive Compensation Plan (the "Long Term Plan") and retired that Plan in 2001. The Committee believes that equity based incentives, such as restricted stock grants and awards of stock options to named executive officers, will better align compensation with shareholder value, and will incent performance to optimize total shareholder return over an extended period.

1994 Stock Option Plan

        The Compensation Committee considers stock optionoptions and in 2001, restricted stock grants under the 1994 Stock Option Plan of 1994, as amended (the "Stock Option Plan") for employees of Pacific Centurythe Company and its subsidiaries. Awards of restricted stock grants were made in 2001 to substantially all employees to better align their interests with shareholders. The Committee does not intend to make similar broad based grants in the future. Awards are granted by the Compensation Committee to those employees whose management responsibilities place them in a position to make substantial contributions to the financial success of Pacific Century.the Company. Directors who are not employees may not participate in the 1994 Stock Option Plan. The Compensation Committee, which administers the 1994 Stock Option 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'sthe Company's common stock on the date of grant.

        The Compensation Committee believes stock options and restricted stock provide a strong incentive to increase shareholder value, because these awards have value only if the stock price increases over time. The Compensation Committee believes such equity awards to its named executive officers and other 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 Company.

        The size of the stock option or restricted stock awards is based primarily on the individual's responsibilities and position. Individual awards are also affected by the Compensation Committee's subjective evaluation of other factors it deems appropriate, such as assumption of additional responsibilities, competitive factors, and achievements that in the Compensation Committee's view are not fully reflected by other compensation elements.

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The Compensation 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 2001,2002, the Compensation Committee granted a total of 1,749,2502,056,025 options to 526569 employees. Of these, 125,000611,200 options each were granted in March and April to five of the named executive officers as follows: Mr. O'Neill (300,000), Mr. Kuioka (57,500), Mr. Landon (61,600), Ms. Tanoue (125,000) and Mr. Landon in March 2001, allThomas (67,100). All of these options vest one year from the date of grant with the exception of Ms. Tanoue's, which vest equally over ain three year period,equal annual installments, beginning on the first anniversary date of the grant. Additional information regarding the stock options granted to the named executive officers is provided in Stock Option/SAROption Grants In The Last Fiscal Year Table described on page 18. The amounts of individual awards to executive officers in 20012002 were based on their individual positions and responsibilities, and the other factors discussed above.

        In 2001,April 2002, the Compensation Committee granted a total of 778,30010,000 shares of restricted stock to 3,217 individuals. Of these, 10,000 restricted share grants each were made in March 2001 to Mr. Kuioka and Mr. Landon; in June 2001, 35,000 restricted shares were granted to Mr. Dahl. The grants to Messrs. Kuioka, Landon and Dahl areMs. Tanoue which is further described in the Summary Compensation Table on page 17. Mr. Dahl'sThese restricted stock vestshares, and those granted earlier to other named executive officers are described in accordance with his Agreement with the Company discussed on page 16.Summary Compensation Table. The other restricted shares vest on the fifth anniversary of the date of grant, or 50% on the second anniversary of the date of grant if the Company's stock reaches a target price over 30 consecutive trading days of $25.00, another 25% if a $28.00 target price is met, and an additional 25% if a $31.00 target price is met. In April 2001, a one time broad based grant of 403,600 shares of restricted stock was granted to 3,188 employees, all of which vest on the third anniversary of the date of grant.

CEO Compensation

        In determining Mr. O'Neill's annual compensation as Chief Executive Officer ("CEO"), the Compensation Committee has sought to provide levels that are competitive among comparable banks and financial services corporations as described on pages 12-15.12-14. The Compensation Committee's objectives

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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 Compensation Committee's continuing strategy of balancing short-andshort- and long-term incentives in structuring executive officer compensation and aligning the interest of the CEO with those of shareholders.

        In determining Mr. O'Neill's compensation, the Compensation Committee considered, among other factors, the financial performance of the Company. The Company's stock price performance remained among the best in the industry during 2002. The Company's stock finished the year up 17 percent; the top performing bank in the Lehman Brothers 56 Bank Index and the leader in the Bloomberg Bank Index for generating total shareholder returns in 2002. On December 17, 2002 the Company's stock reached a new high of $31.05. Under Mr. O'Neill's leadership, the Company has made solid progress in improving asset quality, better operating performance in the core franchise and the expectation for further improvement given the technology replacement project.

        Mr. O'Neill serves as Chairman and CEO of the Company pursuant to a written employment agreement effective as of November 3, 2000. The agreement includes a base salary of $900,000, subject to annual review, and a bonusreview. A copy of $600,000 paidthe agreement is included as an exhibit to the Company's Annual Report on November 3, 2001.Form 10-K. As previously noted, Mr. O'Neill has elected to waive his base salary and any bonus for 2002. Mr. O'Neill participates in the Company's Profit Sharing and Money Purchase PlansRetirement Savings Plan and basic life and long term disability programs generally applicable to similarly situated executives of the Company. Mr. O'Neill does not participate in the Company's One-Year Incentive Plan and did not receive any restricted stock grants or stock options in 2001. As noted above, Mr. O'Neill received a reimbursement on an after-tax basis for relocation expenses, which are described on page 17grant of 300,000 stock options in March 2002 under the Summary Compensation Table.1994 Stock Option Plan. Mr. O'Neill does not participate in the Company's Key Executive Severance Plan which provides severance benefits following a change in control. This Plancontrol and is described on pages 20-21.page 20. 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 1994 Stock Option Plan.

Agreement with Mr. Dahl

        On December 18, 2001, the Company entered into a written Agreement with Mr. Dahl providing for the terms of his separation from the Company, effective March 31, 2002. Under the terms of this Agreement, Mr. Dahl will be entitled to certain incentive compensation subject to meeting the terms and conditionsA copy of the Agreement a copy of which is included inas an exhibit to the Company's annual report on Form 10-K. Under the terms of this Agreement, Mr. Dahl's incentive compensation is subject toDahl received $150,000 in salary and a payment of $4,500,000 in recognition of the successful completion of the disposition of certain of the Company's operations in the South Pacific, Asia and California, andCalifornia. This amount is subject to and based

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on an assessment of the final proceeds of the divestures,divestitures, net of expenses and final audits and accounting to be determined later this year.in 2002.

Revenue Reconciliation Act of 1993

        In general, Pacific CenturyBank of Hawaii 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'sBank of Hawaii's executive compensation program or the loss of deductibility would not be materially adverse to Pacific Century'sBank of Hawaii's overall financial position.

Compensation Committee Interlocks and Insider Participation

        No member of our Compensation Committee during fiscal year 2002 served as an officer, former officer, or employee of the Company or any of its subsidiaries, or had a relationship discloseable under

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"Certain Transactions with Management and Others". Further, during fiscal year 2002, no executive officer of the Company served as:

•

A member of the compensation committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or on our Compensation Committee; or



•

A director of any other entity, one of whose executive officers served on our Compensation Committee.

Members of the Compensation Committee

		David A. Heenan, Chair Peter D. Baldwin Mary G. F. Bitterman Barbara J. Tanabe
+		Stanley S. Takahashi
+		Mr. Takahashi has reached the mandatory retirement age of 70 and will retire from the Board effective April 26, 2002.

Compensation Committee Interlocks and Insider ParticipationDavid A. Heenan, Chair
Peter D. Baldwin
Mary G. F. Bitterman
Donald M. Takaki
Barbara J. Tanabe

        No member of our Compensation Committee during fiscal year 2001 served as an officer, former officer, or employee of Pacific Century or any of its subsidiaries, or had a relationship discloseable under "Certain Transactions with Management and Others". Further, during fiscal year 2001, no executive officer of Pacific Century served as:

•

A member of the compensation committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or on our Compensation Committee; or



•

A director of any other entity, one of whose executive officers served on our Compensation Committee.

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Executive Compensation

        The following table shows for the fiscal years ending December 31, 2002, 2001, 2000, and 1999,2000, information on compensation Pacific CenturyBank of Hawaii paid its named executive officers.


SUMMARY COMPENSATION TABLE


												Long-Term Compensation
				Annual Compensation								Awards		Payouts
								Other Annual Compensation ($)(3)		Restricted Stock Award(s) (#)(4)		Securities Underlying Options/SARS (#)(5)		Long-Term Incentive Payouts ($)(6)
Name and Principal Position(1)		Year		Salary ($)		Bonus ($)(2)										All Other Compensation ($)(7)
Michael E. O'Neill Chairman of the Board and Chief Executive Officer		2001 2000		900,000 143,654		600,000 0		887,053 88,931		0 0		0 2,212,000		0 0		5,161 0
Richard J. Dahl President		2001 2000 1999		581,250 525,000 525,000		0 0 0		— — —		35,000 200 200		0 55,000 35,000		0 0 0		44,249 42,777 66,730
Mary P. Carryer Vice Chair		2001 2000 1999		364,585 350,000 325,000		0 200,000 250,000		— — —		0 200 200		0 50,000 35,000		0 0 0		503,138 48,281 46,568
Alton T. Kuioka Vice Chairman		2001 2000 1999		364,585 350,000 325,000		247,000 175,000 225,000		— — —		10,000 200 200		125,000 30,000 35,000		0 0 0		41,382 46,447 46,658
Allan R. Landon Vice Chairman and Chief Financial Officer		2001 2000		313,334 187,506		275,000 110,000		0 79,991		10,000 0		125,000 45,000		0 0		91,688 0

												Long-Term Compensation
				Annual Compensation								Awards		Payouts
								Other Annual Compensation ($)(2)		Restricted Stock Award(s) (#)(3)		Securities Underlying Options (#)(4)		Long-Term Incentive Payouts ($)(5)
Name and Principal Position		Year		Salary ($)		Bonus ($)(1)										All Other Compensation ($)(6)
Michael E. O'Neill Chairman of the Board, Chief Executive Officer and President		2002 2001 2000		0 900,000 143,654		0 600,000 0		3,385 887,053 88,931		0 0 0		300,000 0 2,212,000		0 0 0		21,963 5,161 0
Alton T. Kuioka Vice Chair, Commercial Banking		2002 2001 2000		337,506 364,585 350,000		0 247,000 175,000		0 0 0		0 10,000 200		57,500 125,000 30,000		0 0 0		93,622 41,382 46,447
Allan R. Landon Vice Chair, Treasurer and Chief Financial Officer		2002 2001 2000		297,006 313,334 187,506		0 275,000 110,000		0 0 79,991		0 10,000 0		61,600 125,000 45,000		0 0 0		74,028 91,688 0
Donna A. Tanoue Vice Chair, Investment Services Group		2002		201,146		250,000		17,506		10,000		125,000		0		0
David W. Thomas Vice Chair, Retail Banking		2002 2001		315,006 189,586		0 150,000		51,582 133,857		0 10,000		67,100 125,000		0 0		27,471 0
Richard J. Dahl		2002 2001 2000		150,000 581,250 525,000		0 0 0		0 0 0		0 35,000 200		0 0 55,000		0 0 0		4,821,923 44,249 42,777

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(1)

In 2002, Messrs. Kuioka, Landon, and Thomas did not receive any award under the One-Year Plan which is described on page 13, in an effort to ease the expense burden of the Company. They did receive a grant of options. Mr. O'Neill has been Chairman ofis not a participant in the Board and Chief Executive Officer since November 3, 2000. Mr. Dahl announced his intention to leaveOne-Year Plan. In 2002, Ms. Tanoue received a $100,000 bonus as consideration for joining the Company effective March 31, 2002, having served as President since August 1, 1994 and Chief Operating Officer from August 1995 to April 2001. Mr.a $150,000 bonus. In 2001, Messrs. Kuioka, age 58, has been Executive Vice President since October 26, 1994,Landon and Vice Chair since April 1997. Ms. Carryer, age 54, resigned fromThomas received a cash award under the Company effective December 31, 2001, having served as Vice Chair since November 1, 1997. Mr. Landon joined the Company in April 2000, serving as Executive Vice President and Director of Risk Management until his appointment to Vice Chair and Chief Financial Officer in January 2001.



(2)

Company's One-Year Plan. In 2001, Mr. O'Neill received a bonus pursuant to the written employment agreement pursuant to which he joined the Company. In 2000, Messrs. Kuioka and Mr. Landon received a cash award under the Company's One-Year Plan. In 1999 and 2000, Ms. Carryer, Mr. Kuioka, and Mr. Landon (2000 only) received a cash award, under the Company's One-Year Plan. The Company's incentive plan is described on page 14. In 2000, Ms. Carryer also received a bonus of $25,000 for her accomplishments in successfully addressing the Company's Y2K issues. In 2000, Mr. Landon received a $25,000 bonus as consideration for joining the Company.



(3)(2)

With the exception of Mr. O'Neill and Mr. Landon,This column includes perquisites and other personal benefits did not exceed("perquisites") only if they exceeded the lesser of $50,000 or 10% of the total of annual salary and bonus reported for any named, reported executive officer for any year reported. Those perquisites and benefits which exceed 25% of the named executive officer's total perquisites are further described. In 2002, Mr. O'Neill was reimbursed $1,190 for payment of taxes and $1,490 in automobile fuel cost. In 2002, Ms. Tanoue received $17,506 as reimbursement for relocation expenses in moving to Honolulu. In 2002 and 2001, Mr. Thomas received $47,418, and $133,857 respectively as reimbursement for relocation expenses in moving to Honolulu. In 2000 and 2001, Mr. O'Neill and Mr. Landon (2000 only) received reimbursement for relocation expenses incurred in those years in moving to Honolulu. Mr. O'Neill's 2001 relocation expenses includetotaled 887,053 and included the reimbursement of brokerage commission paid on the sale of his California residence.

In 2000, Messrs. O'Neill and Landon's relocation expenses totaled $88,931 and $79,991, respectively.

17

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(4)(3)

In April 2002, Ms. Tanoue received 10,000 restricted shares with a fair market value of $28.20 per share. In March 2001, Mr.Messrs. Kuioka and Mr. Landon each received 10,000 restricted shares and inwith a fair market value of $18.80 per share. In April 2001 Mr. Thomas received 10,000 restricted shares with a fair market value of $21.16. In June 2001, Mr. Dahl received 35,000 restricted shares with a fair market value of $25.24 per share. The grants of the restricted shares were made under the Company's 1994 Stock Option Plan. The fair market value onPlan and the dates of each of the Marchgrants and June 2001 grants was $18.80 and $25.24 per share, respectively. In 2000 and 1999, Messrs. Dahl and Kuioka and Ms. Carryer each received 200 restricted shares under the Director Stock Program. The fair market value on the date of each of the 2000 and 1999 grants was $20.50 and $18.69 per share, respectively. Dividends are paid on the restricted stock. The restricted stock grants, including the timing of the expiration of the restrictions are further described on pages 14-15.

17

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(5)

Underpage 14. In April 2000 Messrs. Dahl and Kuioka each received 200 restricted shares under the Pacific CenturyDirector Stock Option Plan of 1994, each stock option was in tandem with a stock appreciation right ("SAR"), withProgram which is described on page 9. The fair market value on the exceptiondate of the stock option awards to Mr. O'Neill and Mr. Landon. 2000 grants was $20.50 per share. Quarterly dividends are paid on the restricted stock.

(4)

All stock option awards were granted with an exercise price equal to the fair market value of Pacific Century'sBank of Hawaii's common stock on the date of grant.

grant which is described in the Stock Option Grants In Last Fiscal Year Table below.

(6)(5)

There were no amounts awarded under the Pacific CenturyBank of Hawaii Long Term Plan for the incentive periods of 1997-1999, 1998-2000 or 1999-2001. The Long Term Plan was discontinued in 2001.



(7)(6)

This column includes the following allocations under the Pacific Century Profit Sharing Plan,Bank of Hawaii Retirement Savings Plan. In July 2002, the Pacific Century Profit Sharing Excess, the Pacific Century Money Purchase Plan merged into the new Retirement Savings Plan which also constitutes a 401(k) Member Savings and Company Match, Value Sharing Contribution and a Company Fixed Contribution of 3% of annual eligible compensation. Mr. Thomas did not participate in these plans in 2001 and Ms. Tanoue did not participate in 2001 or 2002. In 2002, with the Pacific Century Excess Money Purchase Plan. This column also includes paymentsexception of Ms. Tanoue, the named executive officers received by Ms. Carryer in connection with her departure from the Company, which include $30,585 in payment fora one time payout of accumulated vacation in excess of 80 hours as follows: Mr. O'Neill, $21,963; Mr. Kuioka, $48,090; Mr. Landon, $35,561 and Mr. Thomas, $12,573. In 2002, Mr. Thomas received, $2,468 as a $415,000 paymentone time payout of an auto allowance which was discontinued in lieu of participation in the Stock Option Plan.that year. In 2001, Mr. Landon received $75,000 upon completion onof a risk management project pursuant to an agreement with the Company. This column includes a $4,500,000 payment to Mr. Dahl pursuant to an Agreement in recognition of his performance for the successful completion of the divestiture of certain of the Company's operations as further described on page 15.




Name		401(k) Profit-Sharing Plan Matching Allocation			401(k) Profit Sharing Plan Qualified Allocation			Excess Profit Sharing Plan Allocation			Money Purchase Plan Allocation			Excess Money Purchase Plan Allocation			401(k) Member Savings Company Match		Value Sharing Contribution Qualified		Excess Value Sharing Contribution		Money Purchase Plan Qualified		Excess Money Purchase Plan		Company Fixed Contribution Qualified		Excess Company Fixed Contribution
Michael E. O'Neill			0		$	408.00		$	1,753.00		$	567.00		$	2,433.00		0		0		0		0		0		0		0
Richard J. Dahl		$	4,250.00		$	4,899.00		$	11,850.00		$	6,800.00		$	16,450.00
Mary P. Carryer		$	4,250.00		$	4,899.00		$	17,421.00		$	6,800.00		$	24,183.00
Alton T. Kuioka		$	4,250.00		$	4,899.00		$	10,650.00		$	6,800.00		$	14,783.00		5,582		4,530		11,803		8,000		10,554		0		5,063
Allan R. Landon			0		$	3,674.00		$	3,314.00		$	5,100.00		$	4,600.00		0		4,530		11,120		8,000		10,362		0		4,455
Donna A. Tanoue																	0		0		0		0		0		0		0
David W. Thomas																	791		2,717		2,097		2,100		0		0		4,725
Richard J. Dahl																	3,981		4,530		121,412		8,000		184,000		0		0



STOCK OPTION/SAROPTION GRANTS IN LAST FISCAL YEAR


		Individual Grants
		Number of Securities Underlying Options/SARs Granted(#)		% of Total Options/SARs Granted to Employees in Fiscal Year													Individual Grants
											Potential Realizable Value(1)						Number of Securities Underlying Options Granted(#)		% of Total Options Granted to Employees in Fiscal Year						Potential Realizable Value(1)
Name						Exercise or Base Price $/Share			Expiration Date												Exercise or Base Price $/Share		Expiration Date
										% of Total Options/SARs Granted to Employees in Fiscal Year	5%			10%										% of Total Options Granted to Employees in Fiscal Year	5%		10%
Michael E. O'Neill		0		—			—		—			—			—		300,000		14.24		27.01		3/22/2012		5,095,933		12,914,095
Richard J. Dahl		0		—			—		—			—			—
Mary P. Carryer		0		—			—		—			—			—
Alton T. Kuioka		125,000	(2)	7.15%/0		$	18.80		03/22/2011		$	1,477,962		$	3,754,295		57,500		2.73		27.01		3/22/2012		976,721		2,475,202
Allan R. Landon		125,000	(2)	7.15%/0		$	18.80		03/22/2011		$	1,477,962		$	3,754,295		61,600		2.92		27.01		3/22/2012		1,046,365		2,651,694
Donna A. Tanoue																	125,000		5.94		28.20		4/26/2012		2,216,853		5,617,942
David W. Thomas																	67,100		3.19		27.01		3/22/2012		1,139,790		2,888,453
Richard J. Dahl																	0		0		0		0		0		0

---

(1)

The Potential Realizable Values were determined using the 20012002 year-end stock price of $25.89$30.39 and an option term of ten years.years at a 5% and 10% annualized rate.


(2)

Stock options become exercisable one year from the date of grant and remain exercisable for a nine-year period.period, except for Ms. Tanoue's options which vest in three equal annual installments beginning one year from the date of grant. The exercise price of the stock options is the fair market value of Pacific Century'sthe Company's common stock on date of grant. All such options would become immediately exercisable upon a change in control of Pacific Century. Mr. Kuioka and Mr. Landon's options were not granted in tandem with SAR's.the Company.

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


        The following table shows the stock options and SARs exercised by the named executive officers during fiscal 2001,2002, and the number and total value of unexercised in-the-money options and SARs as of December 31, 2001.2002.

						Number of Securities Underlying Unexercised Option/SARs at Fiscal Year-End(#)												Number of Securities Underlying Unexercised Options at Fiscal Year-End(#)
										Value of Unexercised, In-the-Money Options/SARs at Fiscal Year-End($)(2)												Value of Unexercised, In-the-Money Options at Fiscal Year-End($)(1)
Name		Shares Acquired on Exercise(#)		Value Realized ($)(1)										Shares Acquired on Exercise(#)		Value Realized ($)
						Exercisable		Unexercisable		Exercisable		Unexercisable						Exercisable		Unexercisable		Exercisable		Unexercisable
Michael E. O'Neill		0		0		737,334		1,474,666		9,089,485		18,178,945		0		0		1,474,667		1,037,333		28,814,959		13,421,471
Richard J. Dahl		52,098		460,530		490,402		0		550,466		3,584,632
Mary P. Carryer		47,890		154,021		168,685		0		1,206,899		0
Alton T. Kuioka		6,894		69,359		261,044		125,000		1,971,356		886,250		13,540		152,077		289,171		140,833		3,408,199		1,160,179
Allan R. Landon		0		0		45,000		125,000		424,738		886,250		10,303		90,144		76,364		144,933		997,039		1,174,037
Donna A. Tanoue														0		0		0		125,000		0		273,750
David W. Thomas														0		0		41,667		150,433		384,586		995,962
Richard J. Dahl														76,779		830,258		413,623		0		4,675,818		0

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(1)

Includes exercise of SARs.

(2)

The fair market value of Pacific Century'sBank of Hawaii's common stock at 20012002 year-end was $25.89.$30.39.



PENSION PLAN TABLE


			Estimated Maximum Annual Retirement Benefit Based Upon Years of Service
Average Annual Salary in Consecutive 5 Highest Paid Years
			15			20			25			30			35*
$	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

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*Applies only to individuals hired before November 1, 1969.

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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

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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 CenturyBank of Hawaii Excess Benefit Plan, an unfunded excess benefit plan designed for this purpose, at the time the participant receives a distribution on 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 Mr. Kuioka, were increased in proportion to the increase in the participant's average annual salary. The credited years of service and compensation covered by the plan as of the 1995 freeze date are as follows: Mr. Dahl, 13 years and $375,000; and Mr. Kuioka, 26 years and $226,257. The other named executive officers are not participants in the Retirement Plan.

        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 2000, the retirement benefit determined under the table for Mr. Kuioka was increased by 8.54% due to an increase in his average annual salary. The frozen retirement monthly annuity amounts for Messrs. Dahl and Kuioka are approximately $6,289 and $13,096, respectively. Mr. O'Neill, Ms. Carryer, and Mr. Landon are not participants in the Retirement Plan.

Change-In-Control Arrangements

        Pacific Century'sBank of Hawaii's Key Executive Severance Plan (the "Severance Plan") provides participants, following a change in control of Pacific Century,the Company, 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 these named executive officers provides that a "change in control" will be deemed to have occurred if any person or group becomes the beneficial owner of 25% or more of the total number of voting securities of Pacific Century,the Company, or the persons who were directors of Pacific Centurythe Company 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 Centurythe Company or any successor to Pacific Century.the Company.

        Severance benefits are payable if their employment is terminated voluntarily or involuntarily within two years of a change in control. Key features include:

•

The payment of a lump sum amount equal to three years of compensation, consisting of salary, bonuses, and certain other incentive compensation, calculated by applying a multiplier of three to the highest salary, bonus, and incentive compensation amounts paid in the preceding three years.



•

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).



•

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.



•

The lump sum payment would also 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

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that would be payable if employment continued to the end of the period and all performance goals were achieved.



•

The agreements provide that amounts payable will be grossed up for the amount necessary to pay any golden parachute excise tax due.

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        Stock options and SARs held by named executive officers will become immediately exercisable upon a change in control. See notes to the table entitled Stock Option/SAR Grants In Last Fiscal Year on page 18. A change in control also will cause the lapse of restrictions on restricted stock issued under the Director Stock Program and 1994 Stock Option Plan. The incentive period for the One-Year Incentive Plan will end, and awards will be paid upon a dissolution, liquidation, or change in control (as defined under the Severance Plan) of Pacific Century.the Company. 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.

Performance Graph

        The following graph shows the cumulative total return for Pacific CenturyBank of Hawaii 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, 19961997 in Pacific Century'sBank of Hawaii'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, 19961997
with dividends reinvested


        

		Dec-96			Dec-97			Dec-98			Dec-99			Dec-00			Dec-01
Pacific Century Financial Corporation		$	100		$	121		$	123		$	97		$	96		$	146
S&P 500®		$	123		$	164		$	211		$	255		$	232		$	166
S&P® Banks (Major Regional) Index		$	100		$	150		$	166		$	143		$	190		$	177

		Dec-97			Dec-98			Dec-99			Dec-00			Dec-01			Dec-02
Bank of Hawaii Corp.		$	100		$	102		$	80		$	80		$	120		$	145
S&P 500®		$	100		$	129		$	156		$	141		$	125		$	97
S&P© Banks Index		$	100		$	106		$	91		$	109		$	109		$	108

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Certain Transactions with Management and Others

        Certain transactions involving loans, deposits and certificates of deposit, and money market instruments, and certain other banking transactions occurred during fiscal year 20012002 between the Company's banking subsidiary, the Bank of Hawaii, and its subsidiaries on the one hand, and one or more of the Company's directors, nominees for director and executive officers, members of their immediate families, corporations and organizations of which one or more of them was a beneficial owner of 10% or more of a class of equity securities, certain of their associates and affiliates, and certain trusts and estates of which one or more of them was a trustee or substantial beneficiary, on the other hand. 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.

        During fiscal year 2001, certain of the Company's executive officers nominees for director and directors, and certain of their related persons and entities as described above, incurred indebtedness to Pacific Century Investment Services, Inc., an indirect subsidiary of the Company, on margin loans against securities accounts. All such margin discounts 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 that did not involve more than the normal risk of collectibility or present other unfavorable features.

The Company paid Sonoma Mountain Ventures, LLC, a company inof which Mr. Stein is the CEO and President, $94,531$32,449 in 20012002 for consulting services related to the analysis of existing management information systems ("MIS") policies and practices and development of a strategy to improve the efficiency and overall quality of the Company's technology and MIS.

Section 16(a) Beneficial Ownership Reporting Compliance

        The rules of the Securities and Exchange Commission require Pacific CenturyBank of Hawaii to disclose late filings of reports of ownership (and changes in stock ownership) of Pacific CenturyBank of Hawaii common stock by its directors and certain officers. To Pacific Century'sour knowledge, based on review of the copies of such reports received by Pacific CenturyBank of Hawaii and the written representations of its directors and officers, Pacific Centurythe Company believes that all of its directors and officers complied timely with those filing requirements for 2001,2002, with the exception of a purchasetwo reports which were not filed timely due to administrative errors. Upon discovery of 150the omissions, the relevant forms were immediately filed. Mr. Thomas purchased 3,000 shares of stock in February 2002, which was not reported until January 2003. The exercise of an option for 8,434 shares by Mr. O'NeillKuioka was reported timely in December 2000,March 2002, but the report did not reflect the concurrent sale of 8,434 shares, which was reported in May 2001.December 2002.


PROPOSAL 2: TO APPROVE AN AMENDMENT
TO ARTICLE I OF THE COMPANY'S
CERTIFICATE OF INCORPORATION


        Pacific Century's Board of Directors has adopted, subject to shareholder approval, and recommends that shareholders approve an amendment to Article I of the Company's Certificate of Incorporation to change the name of the Company to "Bank of Hawaii Corporation." The new name will more clearly reflect the Company's strategic plan announced by Chairman and CEO Michael E. O'Neill on April 23, 2001, to largely divest its holding in Pacific Rim regions and California and to focus on building the Company's strength in the Hawaii market. The Company's new name is intended to build upon the brand recognition of its major subsidiary, Bank of Hawaii, in providing financial services.

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


PROPOSAL 3: ELECTION OF AN
INDEPENDENT AUDITOR


        The Board of Directors, on recommendation ofSubject to shareholder election, the Audit Committee recommends the reelection ofhas selected Ernst & Young, LLP as Pacific Century'sthe Company's independent auditor for 2002.2003. The Board of Directors recommends that the shareholders make this election. Ernst & Young, LLP has been

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Pacific Century's the Company's independent auditor since its incorporation in 1971, and also serves as independent auditor for Bank of Hawaii.1971. We expect representatives of Ernst & Young, LLP to attend the annual meeting. Ernst & Young, LLP havehas indicated that they will have no statement to make but will be available to respond to questions.

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

Audit Fees

        The aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements for fiscal year 20012002 and the reviews of the Company's financial statements included in the quarterly reports on Form 10-Q for fiscal year 20012002 were $897,000.$595,000.

Financial Information Systems
Design and Implementation Fees

        The aggregateThere were no fees billed for directly or indirectly operating, or supervising the operation of, the Company's information system, managing the Company's local area network, and designing or implementing a hardware or software system that aggregates source data underlying the Company's

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financial statements or generates information that is significant to the Company's financial statements, for fiscal year 2001, were $-0-.2002.

All Other Fees

        The aggregate fees billed for other services for fiscal year 20012002 were $1,311,000.$1,036,000. This includes audit relatedincluded audit-related services of $571,000$241,000 and nonauditnon-audit services of $ 740,000.$795,000. Audit related services generally includeincluded fees for statutory and pension audits, internal audit and credit review augmentation, accounting consultations, and SEC registration statements. NonThe non-audit services were primarily related to assistance with special audit services generally include fees forand tax relatedassignments relating to the sale of the Company's Tahiti and New Caledonia operations and tax-related services.


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 adjournment or postponement of the meeting.

        A copy of the Company's Annual Report on Form 10-K, including the related financial statements and schedules filed with the SEC, is available without charge to any shareholder who requests a copy in writing to the Corporate Secretary at the address previously provided.

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Appendix A


Pacific Century FinancialBank of Hawaii Corporation
Audit Committee Charter

Statement of Policy

        The audit committee (Committee)Audit Committee (the "Committee") will provide assistance to the boardBoard of directors (Board)Directors (the "Board") in fulfilling their oversight responsibility to the shareholders of Pacific Century FinancialBank of Hawaii Corporation (PCFC)(the "Company"). The purpose of the Committee will provide oversight tobe to:

•

Oversee the quality and integrity of regulatory and financial accounting and reporting and credit risk management,management;



•

Oversee the internalCompany's compliance with legal and external audit functions andregulatory requirements;



•

Oversee the independent auditor's qualifications and independence;



•

Oversee the performance of the Company's internal audit function and independent auditors; and



•

Prepare the report that the rules of PCFC'sthe Securities and Exchange Commission (the "SEC") require to be included in the Company's annual financialproxy statement.

        In doing so,fulfilling its purpose, it is the responsibility of the Committee to maintain free and open communications between the Committee, independent auditors, internal auditors and management of PCFC.the Company. 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 anone or more independent accountant,accountants, outside counsel or other experts as deemedit deems appropriate, andat the Company's expense. The Committee shall have full access to the independent auditors and all records, facilities or personnel of PCFC.the Company.

Organization

        The audit committeeCommittee shall be appointed by the Board and shall be comprised of at least three members, each of whom will have no relationship to PCFCthe Company that may interfere with the exercise of theirhis or her independence from management and PCFC. Thethe Company and will meet any and all other requirements for audit committee members set forth in any applicable law, regulation, or listing requirement of the New York Stock Exchange. Each Committee member shall be or must become financially literate at or within a reasonable period of time following his or her appointment. At least one member of the Committee must have accounting or related financial management expertise. The Committee will meet at least quarterly. The Board shall appoint one of the members of the Audit Committee to serve as Chair. The Chair shall prepare or approve an agenda and distribute it to the members of the Committee in advance of each meeting.

        The Committee may perform the duties required to be performed by the financial audit committee of its subsidiary, Bank of Hawaii (the "Bank"), and any other bank or non-bank subsidiary exercising fiduciary powers that does not have its own audit committee, to the extent permitted and in the manner required by applicable laws and regulations. The Committee may act simultaneously on behalf of the Company and of the Bank.

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'sthe Board and the Company's shareholders. The independent auditors will report directly to the Committee. The Committee shall discusshave the auditor'ssole authority to hire and fire, to determine the compensation and direct the payment of, and to oversee the independent auditors. Annually, the

24

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Committee will review and select the independent auditors for the upcoming fiscal year, subject to the shareholders' approval. The Committee shall set clear hiring policies for employees or former employees of the independent auditors.

2.

The Committee shall review the independence, performance and qualifications of the Company's independent auditors. Among other things, at least annually the Committee shall obtain and review a written report from managementthe independent auditor describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and PCFCany steps taken to deal with any such issues; and the matters included in the written disclosures required by the Independence Standards Board. Annually,Board Standard 1 regarding the relationships between the independent auditor and the Company. The Committee shall discuss the matters included in this written report and the auditors' independence from management, including any disclosed relationships or services that may impair the objectivity and independence of the independent auditors.



3.

The Committee shall pre-approve all auditing and permitted non-audit services to be provided by the independent auditors, except that the Committee will reviewneed not pre-approve any permitted non-audit services that meet the requirements of anyde minimis exception established by applicable law or regulation. Further, in lieu of pre-approval of specific permitted non-audit services, the engagement may be entered into pursuant to detailed pre-approval policies and recommend toprocedures established by the BoardCommittee, so long as the selectionCommittee is promptly informed of PCFC's independent auditors, subject to the shareholder's approval.service.



2.4.

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'sthe Company's processes to monitorassess and manage business and financial risk exposures, and relevant compliance programs. The Committee will meet separately with the internal auditors, and the independent auditors and management in the course of performing its oversight functions. The Committee shall review with and without the presence of management, to discussindependent auditors any audit problems or difficulties, including any restrictions on the resultsscope of their examinations.activities or access to requested information, and management's response, including any significant disagreements with management. The Committee Chair, acting on behalf of the Committee, shall conduct an annual review of the performance of the General Auditor and Credit Review Manager.



3.5.

ThePrior to filing, the Committee shall review the interim financial statementsand discuss with management and the independent auditors priorthe interim financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be included in the filing of the PCFC'sCompany'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



6.

Prior to filing, the Committee may represent the entire Committee for purposes of this review.



4.

The Committee shall review and discuss with management and the independent auditors the annual financial statementstatements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be included in the PCFC'sCompany's Annual Report on Form 10-K, including their judgment10-K. This scope of this review and discussion shall include: management's and the independent auditors' judgments about the quality, not just the acceptability, of the accounting principles applied; 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.



25

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5.7.

The Committee willshall discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be general, and the Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance.



8.

The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.



9.

The Committee shall report regularly to the Board concerning matters within the scope of its responsibilities.



10.

The Committee shall review its own performance at least annually.



11.

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

2426

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[PACIFIC CENTURY LOGO]INSTRUCTIONS FOR VOTING YOUR PROXY

Bank of Hawaii 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 24, 2003.
•	This method of voting is available for residents of the U.S. and Canada.
•	On a touch tone telephone, call TOLL FREE 1-877-450-9556, 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 24, 2003.
•	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

ý	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:

FOR ALL nominees listed

WITHHOLD AUTHORITY

FOR EXCEPT*

FOR

AGAINST

ABSTAIN

CLINTON R. CHURCHILL DAVID A. HEENAN MICHAEL E. O'NEILL

o

o

o

2.

Elect Ernst & Young LLP as Auditor.

o

o

o

(To withhold authority for any nominee write his name on the line below.)

*Exception

		DATE:		, 2003
		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.

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Notice of the Annual Meeting of Shareholders
April 26, 200225, 2003

Shareholders of record of Pacific CenturyBank of Hawaii Corporation common stock at the close of business on February 26, 200224, 2003 are entitled to attend the meeting and vote on the business brought before it. The meeting will be held on Friday, April 26, 200225, 2003 at 8:30 a.m. on the sixth floorSixth Floor of the Bank of Hawaii Building, 111 South King St., Honolulu, Hawaii.

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. By voting your proxy each year, you can keep your account active and avoid the potential escheatment of uncashed dividends and stock holdings to the state. 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
Senior Vice President and Secretary
Pacific Century Financial Corporation

/s/ CORI C. WESTON CORI C. WESTON Senior Vice President and Secretary Bank of Hawaii Corporation

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

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PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON
APRIL 26, 200225, 2003

P R O X Y		The undersigned hereby constitutes and appoints CLINTON R. CHURCHILL, MARTIN A. STEIN, and MARY G.F.BITTERMAN, and each of them, the proxy of 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 Pacific Century Financial Corporation to be held on April 26, 2002, or any adjournment thereof.
		The undersigned hereby constitutes and appoints DONALD M. TAKAKI, ROBERT W. WO, JR., and PETER D. BALDWIN, and each of them, the proxy of the undersigned, with full powers of substitution, to vote all common stock of Bank of Hawaii Corporation, that the undersigned may be entitled to vote at the annual meeting of shareholders of Bank of Hawaii Corporation to be held on April 25, 2003, 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 OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY COME BEFORE 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 25, 2002.

•

This method of voting is available for residents of the U.S. and Canada.



•

On a touch tone telephone, call TOLL FREE 1-877-450-9556, 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 25, 2002.

•

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 VOTINGA 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 OF THE FOLLOWING PROPOSALS:PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

FOR ALL NOMINEES LISTED at left.

WITHHOLD AUTHORITY generally.

FOR ALL NOMINEES EXCEPT as listed below.

FOR

AGAINST

ABSTAIN

1.

Elect the following directors: Three Class I Directors for terms expiring in 2005 Nominees: Peter D. Baldwin Robert A. Huret Donald M. Takaki

/  /

/  /

/  /

2.

Approve an Amendment to Article 1 of the Company's Certificate of Incorporation to Change the Name to Bank of Hawaii Corporation

/  /

/  /

/  /

FOR

AGAINST

ABSTAIN

Class III Director for term expiring in 2004 Nominee: Robert W. Wo, Jr.

3.

Elect Ernst & Young LLP as Auditor.

/  /

/  /

/  /

(To withhold authority for any particular nominee write his name on the line below.)

	DATE:			, 2002
	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.

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QuickLinks


TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held April 26, 200225, 2003
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS BOARD OF DIRECTORS
NOMINEES FOR ELECTION FOR CLASS III DIRECTORS TERMS EXPIRING IN 2005
NOMINEE FOR ELECTION FOR CLASS III TERM EXPIRING IN 20042006
CLASS III DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 20032005
CLASS III DIRECTORS WHOSE CURRENT TERMS EXPIRE IN 2004
BENEFICIAL OWNERSHIP
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
BOARD STRUCTURE AND DIRECTOR COMPENSATION
BOARD COMMITTEES AND MEETINGS Audit Committee: 5 Meetings in 2002
AUDIT COMMITTEE REPORT
EXECUTIVE COMPENSATION REPORT OF THE COMPENSATION COMMITTEE
SUMMARY COMPENSATION TABLE
STOCK OPTION/SAROPTION GRANTS IN LAST FISCAL YEAR
AGGREGATED OPTION/SAROPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
PENSION PLAN TABLE
CUMULATIVE TOTAL RETURN Based upon an initial investment of $100 on December 31, 19961997 with dividends reinvested
PROPOSAL 2: TO APPROVE AN AMENDMENT TO ARTICLE I OF THE COMPANY'S CERTIFICATE OF INCORPORATION
PROPOSAL 3: ELECTION OF AN INDEPENDENT AUDITOR
OTHER BUSINESS
Appendix A