To Our Shareholders:

        The Annual Meeting of shareholders of Bank of Hawaii Corporation will be held on Friday, April 24, 2009,23, 2010, 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 fourteen persons to serve as directors of the Company for a term of one year each.



2.

To ratify the selection of an independent registered public accounting firm.



3.

To approve the material terms of the amended performance measures under the Company's 2004 Stock and Incentive Compensation Plan.



4.

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 Bank of Hawaii Corporation common stock (NYSE: BOH) at the close of business on February 27, 200926, 2010 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.

		By Order of the Board of Directors
		MARK A. ROSSI Vice Chairman and Corporate Secretary Bank of Hawaii Corporation

By Order of the Board of Directors



MARK A. ROSSI
Vice Chairman and Corporate Secretary
Bank of Hawaii Corporation

Honolulu, Hawaii
Dated: March 13, 200912, 2010

IMPORTANT

Please sign and return the enclosed proxy card or vote by telephone or on the Internet as promptly as possible. This will save the expense of a supplementary solicitation.

Thank you for acting promptly.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held April 24, 200923, 2010

        The Proxy Statement and the Bank of Hawaii Corporation 20082009 Annual Report on Form 10-K to Shareholders for the year ended December 31, 20082009 are available atwww.edocumentview.com/boh.boh.

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PROXY STATEMENT

        The Board of Directors (the "Board") of Bank of Hawaii Corporation (Bank of Hawaii Corporation and its subsidiaries, as appropriate, are referred to as "Bank of Hawaii" or the "Company") is soliciting the enclosed proxy for the Company's 20092010 annual meeting. The proxy statement, proxy card, and the Company's Annual Report to Shareholders and Annual Report on Form 10-K are being distributed to the Company's shareholders on or about March 13, 2009.12, 2010.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q:

Why did I receive a one-page notice (the "Notice") in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

A:

The SEC rules and regulations allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who did not indicate a preference last year received the Notice. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q:

What am I voting on?

A:

You are voting on the election of directors, ratification of the selection of an independent registered public accounting firm, approval of the material terms of the amended performance measures under the Company's 2004 Stock and Incentive Compensation Plan, and any other business that may be properly brought before the meeting.

Q:

Who can vote at the annual meeting?

A:

Holders of Bank of Hawaii's common stock, par value $0.01 per share, as of the close of business on February 27, 200926, 2010 (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 47,804,67048,073,544 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 via the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum. A broker non-vote occurs when a nominee, generally a broker, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Q:    What is New York Stock Exchange Rule 452 about and how does it impact shareholder voting?

A:

Effective January 1, 2010, Rule 452 eliminates broker discretionary voting for uncontested elections of directors at shareholder meetings. In the past, if you did not transmit your voting instructions before a shareholder meeting, your broker was allowed to vote on the election of directors which was considered to be a routine matter. The election of directors is no longer deemed to be routine and your broker is no longer permitted to vote on your behalf without your voting instructions.

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Q:    What shares can I vote?

A:

You may vote all shares you own on the Record Date.

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

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enclosed proxy card or notice, admission ticket, and 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 vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by the Internet, telephone, or mail. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. Please refer to the summary instructions below and those on your proxy card, or, for shares held in street name, the voting instruction card sent by your broker or nominee.

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

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

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

Q:

May 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 providing notice to the Corporate Secretary, granting a new proxy with a later date 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 also 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 plan to announce voting results at the annual meeting. We also will publish those results in our quarterlya report on Form 10-Q for8-K within 4 business days of the second quarter of fiscal year 2009.

annual meeting.

Q:

Who will count the votes?

A:

Computershare Investor Services will count and tabulate the votes.

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Q:

What are the voting procedures?

A:

Directors are elected annually by a plurality of votes cast. This means that the nominees who receive the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not affect the outcome of the vote.

All other proposals require the affirmative vote of a majority of shares present in person or by proxy and entitled to vote at the meeting. Broker non-votes will be treated as not entitled to vote and will not affect the outcome. Abstentions will have the same effect as votes cast against the proposal.

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 Bank of Hawaii or to third parties except (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of

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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 Bank 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 on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, Inc., 199 Water Street, New York, New York 10039 to assist in the solicitation of proxies for an estimated fee of $10,000 plus reasonable out-of-pocket costs and expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Q:

What does it mean if I get more than one proxy card?

A:

It means your shares are registered differently and are in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide better shareholder services, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services, LLC (1-888-660-5443).

Q:

Q:    May I propose actions for consideration at next year's annual meeting of shareholders?

A:

Yes. You may submit proposals for consideration at the 20102011 shareholder meeting by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813 and in accordance with the following schedule and requirements.

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 20102011 annual meeting of shareholders must be made in accordance with U. S. Securities and Exchange Commission ("SEC") Rule 14a-8. Proposals must be received by the Company's Corporate Secretary on or before November 14, 200913, 2010 at the above address.

Proposals To Be Voted On At The Meeting Only.    Under our By-Laws, for a shareholder to bring a proposal before the 20102011 annual meeting, Bank of Hawaii must receive the written proposal no later than 80 days nor earlier than 90 days before the first anniversary of the 20092010 annual meeting;

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in other words, no later than February 4, 20103, 2011 and no earlier than January 25, 2010.24, 2011. (Please refer to Section 1.12 of Bank of Hawaii's By-Laws.) The proposal also must contain the information required in the 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, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank 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 unless they comply with the requirements described in the preceding paragraph. Persons holding proxies solicited by the Board may exercise discretionary authority to vote against such proposals.

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. www.boh.com.

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PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS

        In April 2008, Company's shareholders approved management's proposal to amend the Certificate of Incorporation and declassify the Board of Directors and provide for the annual election of all directors. The Company's Certificate of Incorporation also provides that the Board shall consist of not less than 3 orrequires at least three directors and no more than 15 persons as established from time to time by resolution of the Board.persons. The Board has fixed the number of directors at fourteen. Each of the fourteen directors listed below shall be nominated for a one-year term to serve until the 20102011 Annual Meeting of shareholders and until their successors are elected and qualified.

        Certain information with respect to each of the nominees is set forth below. Each nominee has consented to serve and all nominees except for Messrs. Burak and Ho are currently serving on the Company's Board. The nominees were each recommended to the Board by the Company's Nominating and Corporate Governance Committee. In the event that any or all of the director nominees are unable to stand for election as director, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, may select different nominees for election as directors.

        Certain information with respect to each of the nominees is set forth below, including his or her principal occupation, qualifications, and directorships during the past five years. Each nominee has consented to serve and all nominees are currently serving on the Company's Board. The nominees were each recommended to the Board by the Company's Nominating and Corporate Governance Committee whose goal is to assemble a board that operates cohesively and encourages candid communication and discussion, and focuses on activities that help the Company maximize shareholder value. The Nominating and Corporate Governance Committee also looks at the individual strength of directors, their ability to contribute to the board, and whether their skills and experience complement those of the other directors. A more detailed discussion on the nomination process and the criteria the Nominating and Corporate Governance Committee considers in their evaluation of director candidates is found in the Corporate Governance section on page 13.

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THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES.

Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
S. Haunani Apoliona; 60; 2004		ChairmanChairperson and Trustee, Office of Hawaiian Affairs ("OHA") (entity established by the Constitution of the State of Hawaii to improve the conditions and protect the entitlements of Native Hawaiians). Ms. Apoliona was elected OHA Trustee in 1996, and was re-elected to her 4th four-year term in 2008. Ms. Apoliona has dedicated more than 30 years working with and on behalf of Native Hawaiians. As Chairman of the OHA Board since 2000.2000 and Trustee of OHA since 1996, she has led the pursuit of Federal Recognition for Native Hawaiians, resolution of long-standing ceded land revenue disputes, and a vast array of advocacy initiatives for Native Hawaiians. Prior to OHA, she was President and Chief Executive Officer of Alu Like, a non-profit organization whose mission is to assist Native Hawaiians in achieving social and economic self-sufficiency, including workforce training, vocational education, and training in entrepreneurship, business development and computer technology. Ms. Apoliona has been a director of Bank of Hawaii, the Company's major subsidiary, since 1994. She is active in the community and serves on the boards of Bernice Pauahi Bishop Museum, Queen Lili'uokalani Children's Center Advisory Council, and The Nature Conservancy of Hawaii. Ms. Apoliona's close association with and knowledge of Native Hawaiian affairs and with cultural and charitable causes in Hawaii give her a valuable perspective on the values and interests of our core market, which pervade the business environment. These insights inform the discussion at both the Board and on the Nominating and Corporate Governance Committee on which all of the independent directors serve.		—
Mary G. F. Bitterman; 64;65; 1994		President and Trustee,Director of the Bernard Osher Foundation (a 33-year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts) since 2004;2004. Lead Independent Director Osher Lifelong Learning Institutes (a non-profit organization dedicatedof the Company since 1999. Previously, Dr. Bitterman was President and CEO of the James Irvine Foundation, an independent grant-making foundation serving Californians, and before that President and CEO of KQED, one of the major public broadcasting centers in the United States, Executive Director of the Hawaii Public Broadcasting Authority, Director of the Voice of America, and Director of the Hawaii State Department of Commerce and Consumer Affairs (and simultaneously ex officio Commissioner of Financial Institutions, Commissioner of Securities, and Insurance Commissioner). Until BlackRock's recent acquisition of Barclays Global Investors ("BGI"), she was a member of the BGI board for nine years, serving on the Audit Committee as well as chairing the Nominating and Corporate Governance Committee. Dr. Bitterman has been a director of Bank of Hawaii, the Company's major subsidiary, since 1984. She currently is a director of the Bay Area Council Economic Institute, Board Chair of the Commonwealth Club of California and of the PBS Foundation, and an Advisory Council member of the Stanford Institute for Economic Policy Research and the Public Policy Institute of California. She is an Honorary Member of the National Presswomen's Federation and a Fellow of the National Academy of Public Administration. Dr. Bitterman received her B.A. from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College. Dr. Bitterman's long history of experience in broadcasting, media and public policy, her experience as a regulator with authority over Bank of Hawaii and other state-chartered banks, her service on the board of a large mutual fund complex and its key committees, and her over 15 years on the Company's Board provide her with expertise across a range of issues of critical importance to providing continuing education opportunities through affiliations with colleges and universities) since 2003.the Company's activities in a highly regulated industry as well as the public facing aspects of our business. By virtue of her position as Lead Independent Director, she serves ex-officio as a member of each of the Board's other standing committees.		Barclays Global Investors Funds

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Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
Mark A. Burak; 60; Nominee61; 2009		Independent ConsultantRetired. Formerly an independent consultant providing planning and business performance evaluation advisory services, since 2001; Retired,and Executive Vice President for Planning, Analysis and Performance Measurement, Bank of America, having retired in 2000 after more than thirty years of service. Mr. Burak held various accounting and finance positions based in Chicago, London, San Francisco, and Charlotte at Bank of America and the former Continental Illinois National Bank, now part of Bank of America. As a consultant for Bank of Hawaii from late 2000 through 2003, he oversaw the development of the strategic plan and restructured the Company's management accounting processes, including the implementation of a capital allocation methodology and development of a formal business unit performance evaluation process. Among other positions, Mr. Burak served as Controller, Managing Director of Management Accounting & Analysis, Business Segment Controller, and Regional Controller for Europe and Asia for the former Continental Illinois National Bank. Mr. Burak is a Certified Public Accountant. He has been a director of Bank of Hawaii, the Company's major subsidiary, since 2009. He serves on the Board of Trustees of the Honolulu Academy of Arts and is a member of the Financial Executives International, having served on several local chapter boards and as President of the San Francisco Chapter, and is a member of the American Institute of Certified Public Accountants. Mr. Burak received his BBA in Public Accounting from Loyola University of Chicago and his MBA in finance from the Kellogg Graduate School of Management at Northwestern University. Mr. Burak's career in accounting, finance and strategic planning for major banking organizations brings a high level of sophistication to his participation in Board discussion of a wide range of financial, strategic planning and operating matters, and his prior engagement as a consultant to Bank of Hawaii gives him direct knowledge of our business. His professional experience and educational background led the Board to elect him to its Audit Committee and to designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Burak also serves on the Board's Nominating and Corporate Governance Committee.		—
Michael J. Chun; 65;66; 2004		President and Headmaster of Kamehameha Schools—Kapalama (a college preparatory school serving children of Hawaiian ancestry) since 2001.2001 and President, Kamehameha Schools since 1988. As President and Headmaster, he is responsible for the leadership, financial management, administration and effectiveness of the college preparatory education program at the flagship Kapalama campus. Prior to his appointment as Kamehameha Schools president, Dr. Chun was Vice President of Park Engineering, a Honolulu engineering consulting firm. He also served as Chief Engineer of the City and County of Honolulu and taught at the University of Hawaii where he directed graduate instruction and research in environmental engineering. Dr. Chun has been a director of Bank of Hawaii, the Company's major subsidiary, since 1993. In addition to being a director of Alexander & Baldwin (a shipping and real estate company), he serves on the boards of various professional and community organizations, including Hawaii Pacific University, Hawaii Medical Services Association, the Metropolitan Board of the YMCA of Honolulu, and Bishop Museum. Dr. Chun received his bachelor of science in civil engineering and his Ph.D. in environmental engineering from the University of Kansas, and his master of science in civil engineering from the University of Hawaii. Dr. Chun's leadership of one of Hawaii's premier educational institutions both provides him with insights into key segments of our markets and customer base and, together with his engineering background, assists the Board in its consideration of a range of operational matters. These insights inform the discussion at both the Board and on the Nominating and Corporate Governance Committee on which all of the independent directors serve.		Alexander & Baldwin, Inc.

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Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
Clinton R. Churchill; 65;66; 2001		Trustee, and Chairman, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992 (Chairman 1998, 2000, 2004)2004, 2008). Mr. Churchill served as COO and CEO of The Estate of James Campbell prior to becoming one of its Trustees. He also served as Controller, Financial Vice President, and President of Gaspro, Inc. and three years as a management consultant with Touche Ross & Co. Mr. Churchill has been a director of Bank of Hawaii, the Company's major subsidiary, since 1992. He serves on the board of Hawaii Pacific Health and is their current Audit Committee Chairman. Mr. Churchill serves as a member of the Military Affairs Council and President of the Pacific Aviation Museum at Pearl Harbor. He received his bachelor of science in business and his MBA in management and finance from the University of Arizona. Mr. Churchill's long association with the Campbell Estate, a nationally diversified real estate company and a major Hawaii landowner, has given him a broad perspective on business affairs in the Company's core market as well a deep knowledge of an industry that represents a large portion of our customer base. That perspective as well as Mr. Churchill's background in financial accounting led the Board to elect him to its Audit Committee, which he chairs. Along with all of the other independent directors, Mr. Churchill also serves on the Board's Nominating and Corporate Governance Committee.		—

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Name, Age, and Year First Elected as Director		Principal Occupation(s)		Other Public Directorships Held
David A. Heenan; 68;69; 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). Dr. Heenan formerly served as Chairman and CEO of Theo H. Davies Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson. He also worked internationally for Chevron, Citicorp and McKinsey. He has served on the faculties of the Wharton and Columbia Business Schools. Dr. Heenan is a visiting professor at Georgetown University. Dr. Heenan has been a director of Bank of Hawaii, the Company's major subsidiary, since 1983. He is the author or co-author of seven books and has written various articles for diverse publications as the Harvard Business Review, the Sloan Management Review, the Wall Street Journal, and the New York Times. He holds an MBA from Columbia University and Ph.D. from the Wharton School of Business, University of Pennsylvania. As is the case with Mr. Churchill, Dr. Heenan's association with the Campbell Estate, qualifies him for service on the Company's Board. His international experience with major multinationals gives him an added perspective that is valuable to the Board in light of the broad geographic reach of the Company's business. Dr. Heenan's management and business knowledge led the Board to elect him to its Compensation Committee, which he chairs, and to its Executive Committee. Along with all of the other independent directors, Dr. Heenan also serves on the Board's Nominating and Corporate Governance Committee.		Maui Land & Pineapple Co., Inc.
Peter S. Ho; 43; Nominee44; 2009		President of the Company since April 2008; Vice Chairman and Chief Banking Officer since January 2006; Vice Chairman, Investment Services from April 2004 to December 2005; and Executive Vice President, Hawaii Commercial Banking Group from February 2003 to April 2004. As President of the Company, he is responsible for retail banking, commercial banking and investment services. Mr. Ho has been a director of Bank of Hawaii, the Company's major subsidiary, since 2005. Mr. Ho is active in the Hawaii community and serves on several boards, including the Hawaii Chapter of the American Red Cross, The Nature Conservancy of Hawaii, the Hawaii Community Foundation, and Teach for America-Hawaii. He also serves on the board of trustees of Hawaii Pacific University, Hanahauoli School, and Pacific Capital Funds. Mr. Ho holds a bachelor of science degree in business administration and an MBA from the University of Southern California. In 2008 he successfully completed Harvard Business School's Advanced Management Program. Mr. Ho's long career at Bank of Hawaii, his management responsibilities for all aspects of the Company's banking operations and his deep knowledge of our markets, community and culture all qualify him for service on our Board.		—

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Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
Robert Huret; 63;64; 2000		Managing Member of FTV Management Company, L.P., (a venture capitalprivate equity management company) since 1998.1998 and FTV Capital, a multi-stage private equity firm whose limited partners include many of the world's foremost financial institutions. Mr. Huret is also Chairman of Huret Rothenberg & Co. a private investment firm and director of Daylight Forensic & Advisory,  LLC and Caplin Systems, Ltd. Previously, he was a senior consultant to Montgomery Securities. He has served as Senior Vice President and Finance and Trust Executive Officer at the Bank of California and also Vice President of Planning. Mr. Huret was also Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation. He has 42 years of commercial banking, investment banking and private equity investment experience. He has participated in over 100 bank and bank-related mergers, public offerings and joint ventures, with an emphasis on technology companies focused in the financial services industry. Mr. Huret has been a director of Bank of Hawaii, the Company's major subsidiary, since 2000. He has served as Trustee of Cornell University and San Francisco University High School. He received his bachelor of science in Industrial and Labor Relations from Cornell University and his MBA with distinction from Harvard University. Mr. Huret's knowledge of the commercial and investment banking business, his experience in finance and investment activities and his participation in strategic transactions across the financial services spectrum give him a broad and deep perspective on all facets of our business. These qualifications led the Board to elect him to its Audit Committee and to designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Huret also serves on the Board's Nominating and Corporate Governance Committee.		—
Allan R. Landon; 60;61; 2004		Chairman and Chief Executive Officer of the Company since September 2004;2004. Mr. Landon joined Bank of Hawaii in 2000 as Executive Vice President from December 2003 to April 2008;and Director of Risk Management. He subsequently served as Treasurer, Chief Financial Officer, Chief Operating Officer from May 2004and President. Mr. Landon has a college degree in business and 12 years in banking, preceded by 28 years experience examining and consulting with banks as a CPA, with specific experience in bank accounting, taxation, controls, operations, technology, governance, capital formation, and acquisitions. He has worked with banks and other financial companies and organizations in a broad range of US and some international markets. Mr. Landon's management experience relates to August 2004;banking and Chief Financial Officer from February 2001professional services, where he has overseen banking, operating, finance, risk, marketing and human resources functions and units in medium and large organizations. Mr. Landon has been a director of Bank of Hawaii, the Company's major subsidiary, since 2002. For the last decade, Mr. Landon has been active in community affairs and organizations in Hawaii. During the last five years he has served as Chairman of the Board at the University of Hawaii and Hawaii Medical Services Association, Hawaii's largest educational and insurance organizations, respectively. During his career, he has participated in continuing education programs presented by Harvard, Duke and Northwestern Universities and by his employers and clients. He also participates regularly in industry and regulatory education programs. Mr. Landon's service in positions of increasing executive responsibility at the Company, his involvement with local business and community affairs and his professional background add to April 2004.his qualifications to serve as a director and chairman of the Board's Executive Committee.		—

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Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
Kent T. Lucien; 55;56; 2006		Vice Chairman and Chief Financial Officer of the Company since April 2008; Trustee, C. Brewer & Co. Ltd., (a Hawaii corporation engaged in agriculture, real estate and power production) from April 2006 to December 2007; and Chief Executive Officer Operations, C. Brewer & Co., Ltd. from May 2001 to April 2006. He also held the positions of Controller and CFO and various other executive positions at C. Brewer & Co., Ltd. Prior to C. Brewer & Co., Ltd., Mr. Lucien worked for Price Waterhouse Coopers. He is a Certified Public Accountant. Mr. Lucien serves on the board of Wailuku Water Company LLC and Maui Land & Pineapple Co., Inc. where he serves as Audit Committee Chair. He has been a director of Bank of Hawaii, the Company's major subsidiary, since 2006. Mr. Lucien received his bachelors degree from Occidental College and his MBA from Stanford University. Mr. Lucien's senior executive experience in significant Hawaiian businesses and his background in finance and accounting led the Board to nominate him as a director in 2006 and, prior to becoming the Company's Chief Financial Officer, to serve on the Audit Committee as its chair and to be designated as a financial expert. These qualifications, coupled with the deep knowledge of the Company's finances gained in his current role continue to qualify him for Board service.		Maui Land & Pineapple Co., Inc.
Martin A. Stein; 68;69; 1999		Partner, RSA Ventures (a consulting and venture capital company) since 1999; Chief Executive Officer and President, Sonoma Mountain Ventures, LLC (strategic and technology consulting and venture capital) 1998 to 2004. RSA Ventures specializes in telecommunications and internet financial companies across the United States and international companies including Canada and Israel. For eight years, Mr. Stein served as Vice Chairman of BankAmerica Corporation responsible for all technology and operations worldwide. He chaired various marketing, product strategy and budget committees for Bank of America and its parent company. He also served as EVP and Chief Information Officer responsible for all technology and operations at PaineWebber Corporation. As EVP of Fleet Financial Group, he was responsible for strategic planning, product development, marketing, MIS, operations and payments. Mr. Stein has been a director of Bank of Hawaii, the Company's major subsidiary, since 1999. Mr. Stein brings extensive experience in merger and consolidation activities, organizational efficiencies and staff management and development. He received a bachelor of arts degree (cum laude) and an honorary doctorate degree in business science from St. Johns University. Mr. Stein's knowledge of the global commercial banking business and his focus on the technology that continues to be of great significance to the industry, as well as his experience in strategic transactions and operational challenges, allow him to provide the Board with valuable insight across a range of matters. These qualifications led the Board to elect him to its Audit Committee. Along with all of the other independent directors, Mr. Stein also serves on the Board's Nominating and Corporate Governance Committee.		—
Donald M. Takaki; 67;68; 1997		Chairman and CEO, HawkTree International, Inc. (a diversified holding company engaged in transportation, leasing, business records management, and real estate) since 1999. As Chairman and CEO of Island Movers, Inc., Mr. Takaki has grown his family-owned and operated transportation services company into Hawaii's largest transportation service company ranked among the top 250 companies in the State of Hawaii. He is the former Chairman of the Hawaii Convention Authority and former board member of Hawaiian Airlines. Mr. Takaki has been a director of Bank of Hawaii, the Company's major subsidiary, since 1990. He is committed to his community having served on the boards of many business and civic organizations, including the Hawaii Visitors and Convention Bureau (Chairman 2004-2006), Hawaii Hotel & Lodging Association, Hawaii Korean Chamber of Commerce, Japanese Cultural Center of Hawaii, and Iolani School. He serves as President and General Manager, Pacific Region Baseball, Inc., a non-profit organization that brings student athletes to and from Hawaii and Asia to promote cross cultural learning. In 2007, Mr. Takaki was recognized as the Distinguished Public School Graduate by the Public Schools of Hawaii Foundation. Mr. Takaki's deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands, as well as the experience gained through 13 years of service on our Board, make him well-qualified for service as a director.		—

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Name, Age, and Year First Elected as Director		Principal Occupation(s) and Qualifications		Other Public Directorships Held in the Last 5 Years
Barbara J. Tanabe; 60; 2004		Owner and Partner, Ho'akea Communications, LLC (a public affairs company) since 2003. Ms. Tanabe has expertise in communications and issues management with 25 years of experience in public affairs, crisis management, and broadcast journalism in the United States and Asia. She served as President and CEO of Hill & Knowlton/Communications Pacific and her own consulting firm, Pacific Century, where she counseled executives and government officials in the areas of cross-cultural communications, crisis and issues management, and news media management. Ms. Tanabe was one of the first Asian-American women journalists in the nation, and pioneered news coverage of issues dealing with ethnic minorities, diversity, and civil rights. She co-founded a public policy research firm, Hawaii Institute of Public Affairs, which produced studies resulting in legislation to promote economic development in Hawaii. Ms. Tanabe has been a director of Bank of Hawaii, the Company's major subsidiary, since 1994. She serves on the boards of the Japan-America Society of Hawaii (Chair), Pacific Forum (The Asia arm of the Center for Strategic and International Studies), and numerous task forces including special assignments with the chief justice of the Hawaii State Supreme Court. She received her bachelor of arts degree in communications from the University of Washington and an MBA from the University of Hawaii. Ms. Tanabe's expertise in and sensitivity to public policy matters, the media and cultural and ethnic diversity in our core market bring insights that inform a wide range of Board deliberations and qualify her for service on the Board and her management and business ownership background align her views on the Compensation Committee with those of shareholders. Along with all of the other independent directors, Ms. Tanabe also serves on the Board's Nominating and Corporate Governance Committee.		—
Robert W. Wo, Jr.; 56;57; 2002		President and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984. Under Mr. Wo's leadership, his third generation family-owned and operated business has grown to become Hawaii's largest furniture retailer, ranking it among the Top 250 companies in the State of Hawaii and among the Top 100 furniture retailers in the nation. He is a member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawaii. Mr. Wo has been a director of Bank of Hawaii, the Company's major subsidiary, since 1991. He has always been active in the community, having served on the boards of Aloha United Way, Junior Achievement of Hawaii, and the Retail Merchants of Hawaii. Currently, Mr. Wo serves on several business and non-profit boards, including Grace Pacific Corporation, Hawaii Medical Service Association, Kapiolani Health Foundation, Assets School, and Bobby Benson Center. He received his bachelors in Economics from Stanford University and earned his MBA from Harvard Business School. Mr. Wo's deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands bring a customer perspective to his participation in Board affairs and, as a major employer in the state, qualify him for service on the Compensation and Executive Committees as well as his role as a director. Along with all of the other independent directors, Mr. Wo also serves on the Board's Nominating and Corporate Governance Committee.		—

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BENEFICIAL OWNERSHIP

        At the close of business on February 20, 2009,16, 2010, Bank of Hawaii had 47,748,58648,010,982 shares of its common stock outstanding. As of February 20, 2009,16, 2010, this table shows how much Bank of Hawaii common stock was owned by (i) its directors and nominees, (ii) the executive officers named in the Summary Compensation Table (the "named executive officers"), (iii) all executive officers and directors as a group, and (iv) entities that are known by us to own beneficially more than five percent of Bank 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 02-20-09
Barclays Global Investors, NA.(1)     Barclays Global Fund Advisors     Barclays Global Investors, Ltd.     Barclays Global Investors Australia, Ltd.     Barclays Global Investors Canada, Ltd.     Barclays Global Investors (Deutschland) AG     Barclays Global Investors Japan, Ltd.         400 Howard Street         San Francisco, CA 94105			4,036,868			0			4,036,868			8.46	%
The Vanguard Group, Inc.(1)     100 Vanguard Blvd.     Malvern, PA 19355			2,520,805			0			2,520,805			5.28	%
S. Haunani Apoliona			5,863	(2)		17,318			23,181			*
Mark A. Burak			0			0			0			*
Mary G. F. Bitterman			21,890	(2)(3)		19,518			41,408			*
Michael J. Chun			10,282	(2)(3)		17,518			27,800			*
Clinton R. Churchill			12,731	(2)(3)(5)		17,518			30,249			*
David A. Heenan			29,032	(2)(4)		19,518			48,550			*
Robert Huret			15,446	(2)		15,518			30,964			*
Kent T. Lucien			11,520	(2)		2,191			13,711			*
Martin A. Stein			4,187	(2)		18,518			22,705			*
Donald M. Takaki			20,352	(2)		19,518			39,870			*
Barbara J. Tanabe			15,981	(2)		17,518			33,499			*
Robert W. Wo, Jr.			20,240	(2)(3)		17,518			37,758			*
Allan R. Landon			155,899			242,238			398,137			*
Peter S. Ho			61,503			57,835			119,338			*
Mary E. Sellers			25,872			39,490			65,362			*
Daniel C. Stevens			659			0			659			*
Shelley B. Thompson			20,295			7,163			27,458			*
Directors, nominees and executive officers as a group (21 persons)			487,534			644,290			1,131,824			2.4	%

Name			Number of Shares Beneficially Owned			Right to Acquire Within 60 Days			Total			Percent of Outstanding Shares as of February 16. 2010
BlackRock, Inc.(1)				4,944,488			0			4,944,488			10.31	%
	40 East 52nd Street
	New York, NY 10022
The Vanguard Group, Inc.(2)				2,859,710			0			2,859,710			5.96	%
	100 Vanguard Blvd.
	Malvern, PA 19355
S. Haunani Apoliona				7,310	(3)		17,048			24,358				*
Mary G. F. Bitterman				23,874	(3)(4)		18,248			42,122				*
Mark A. Burak				1,000			0			1,000				*
Michael J. Chun				11,542	(3)(4)		17,248			28,790				*
Clinton R. Churchill				14,640	(3)(4)(6)		17,248			31,888				*
David A. Heenan				33,299	(3)(5)		18,248			51,547				*
Robert Huret				18,604	(3)		16,248			34,852				*
Martin A. Stein				6,634	(3)		18,248			24,882				*
Donald M. Takaki				24,283	(3)		18,248			42,531				*
Barbara J. Tanabe				17,639	(3)		17,248			34,887				*
Robert W. Wo, Jr.				23,211	(3)(4)		17,248			40,459				*
Allan R. Landon				145,261			242,238			387,499				*
Peter S. Ho				63,481			57,835			121,316				*
Kent T. Lucien				14,020	(3)		2,191			16,211				*
Mark A. Rossi				13,919			0			13,919
Mary E. Sellers				28,119			35,890			64,009				*
Directors, nominees and executive officers as a group (20 persons)				517,774			627,910			1,145,684			2.4	%

---

*

Each of the directors and named executive officers beneficially owns less than 1 percent of the outstanding common stock.

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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 the information furnished by them, Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, Ltd., Barclays Global Investors Australia, Ltd., Barclays Global Investors Canada, Ltd., Barclays Global Investors (Deutschland) AG, and Barclays Global Investors Japan, Ltd., (collectively referred to as "Barclays") are either investment advisers registered with the SEC under the Investment Advisers Act of 1940, as amended, or banks as defined in section 3(a) (6) of the Securities Exchange Act of 1934. Based solely on aits Schedule 13G filed with the SEC on February 5, 2009, Barclays,January 8, 2010, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Advisors LLC, BlackRock

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Advisors (UK) Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Japan Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock (Luxembourg) S.A., and BlackRock International Ltd,, (collectively referred to as a group,"BlackRock") may be deemed to have beneficial ownership as of December 31, 20082009 of 4,036,8684,944,488 shares of Bank of Hawaii common stock owned by numerous investment advisory or bank clients, none known to have more than five percent. According to the same filing, BarclaysBlackRock has sole power to vote or to direct the vote over 3,422,6294,944,488 of those shares, and sole power to dispose or to direct the disposition of 4,036,8684,944,488 shares.

(2)

According to the information furnished by it,them, The Vanguard Group, Inc. ("VGI") is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended.amended and Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is serving as investment manager of collective trust accounts. Based solely on a Schedule 13G filed with the Securities Exchange CommissionSEC on February 13, 2009,5, 2010, VGI, in its capacity as investment adviser, may be deemed to have beneficial ownership as of December 31, 20082009 of 2,520,8052,859,710 shares of Bank of Hawaii common stock owned by numerous investment advisory clients, none known to have more than 5 percent. According to the same filing, VGI has sole power to vote or direct the vote of 23,27629,629 of those shares, and sole power to dispose or to direct the disposition of 2,520,8052,830,081 shares, and shared power to dispose or to direct the disposition of 29,629 shares.

(2)(3)

Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 5,2924,289 shares; Ms. Bitterman, 2,432982 shares; Mr. Chun, 7,2328,229 shares; Mr. Churchill, 7,2326,682 shares; Mr. Heenan, 10,23212,229 shares; Mr. Huret, 2,4322,429 shares; Mr. Lucien (who is now an employee of the Company), 1,465982 shares; Mr. Stein, 2,4322,429 shares; Mr. Takaki, 11,229 shares; Ms. Tanabe, 2,432 shares; Mr. Takaki, 9,2322,429 shares; and Mr. Wo, 7,2325,782 shares. Includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 4,1294,338 shares; Heenan, 17,66918,489 shares; Huret, 11,60113,370 shares; Takaki, 10,56511,049 shares; and Wo, 4,7034,974 shares; and Ms. Tanabe, 5,4776,248 shares.

(3)(4)

Includes shares held individually by family members as to which the specified officer or director may be deemed to have shared voting or investment power as follows: Ms. Bitterman, 7,2297,492 shares, Mr. Chun, 2,4953,313 shares, Mr. Churchill, 315 shares, and Mr. Wo, 2,4003,400 shares.

(4)(5)

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.

(5)(6)

Includes 500 shares held in a pension plan.an Individual Retirement Account.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

        The Company and the Board have adopted Corporate Governance Guidelines ("Governance Guidelines"). The Board amended the Governance Guidelines in 2008 to change the directors' mandatory retirement age from 72 to 75, change the directors' term limit to one year, and conform to the New York Stock Exchange ("NYSE") amendments modifying the director independence tests. The Governance Guidelines are posted on the Company's Investor Relations website atwww.boh.com. Shareholders and other interested parties may receive a copy of the Governance Guidelines by writing the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813. www.boh.com. The Governance Guidelines address director qualification and independence standards, responsibilities of the Board, access to management and independent advisors, compensation, orientation and continuing education, Board committees, Chief Executive Officer ("CEO") evaluation, management succession, Code of Business Conduct and Ethics, shareholder communications to the Board and the Board's annual performance evaluation.

        Ms.The Company's leadership structure consists of a combined Chairman and CEO and a Lead Independent Director. At this time, the Board believes that it is in the best interests of the Company to have a single individual to control and implement the short- and long-term strategies of the Company,

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particularly in the current environment facing financial institutions. At the same time this governance structure provides a form of leadership that allows the Board to function distinct from management, capable of objective judgment regarding management's performance, and enables the Board to fulfill its duties effectively and efficiently. The Company's leadership structure ensures the objectivity of the Board's decisions and its role in reviewing the performance of management. Through its leadership and governance processes the Company has successfully established a governance structure that provides both oversight and guidance by the Board to management regarding strategic planning, risk assessment and management, and corporate performance.

        The Company's Lead Independent Director is appointed by the Board and the current Lead Independent Director, Dr. Mary G. F. Bitterman, has served asin this position since 1999. The Company's Governance Guidelines clearly define the Lead Independent Director since 1999,Director's role and is Viceduties which include, but are not limited to: serving as Chairman of the Executive Committee and Chair of theCompany's Nominating & Corporate Governance Committee. The Lead Independent Director's duties are set forth in the Governance Guidelines and includeCommittee, presiding over regularly scheduled executive sessions of the non-management directors, serving as a liaison between the non-management directors and executive management, and assisting the Board and executive management to ensure compliance with the Governance Guidelines.

        In addition to a Lead Independent Director, ten of the eleven non-management directors are "independent" as defined by the NYSE rules. The non-management directors meet in executive session without management in attendance for regularly scheduled meetings which are usually held five times a year.meetings. The non-management directors may also meet in executive session each time the full Board convenes for a meeting. In 2008,2009, the non-management directors met in executive session five times. The Lead Independent Director also meets regularly on an individual basis with members of the Company's executive management team.

Director Qualifications and Nomination Process

        The Nominating & Corporate Governance Committee is responsible for identifying and assessing all director candidates and recommending nominees to the Board. Potential nominees will beare evaluated based on their independence, within the meaning of the Governance Guidelines and the rules of the NYSE. Candidates to be nominated as a director, including those submitted by shareholders, are selected based on, among other criteria, their integrity, informed judgment, financial literacy, high performance standards, accomplishments and reputation in the community, experience, skill sets, and ability to commit adequate time to Board and committee matters and to act on behalf of shareholders.

The criteria also include a determination of the needs of the Board and of the individuals' personal qualities and characteristics with those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. In addition, Board members are expected to participate in continuing education and training opportunities to stay current on corporate governance, industry trends and issues and to understand the Company's business.

The objective of the Nominating & Corporate Governance Committee is to present a combination of candidates that will result in a Board should encompasswith a broadwide range of skills, expertise, industry knowledge, diversity of viewpoints, background, and backgrounds, with business and community contacts relevant to the Company's business. To accomplish this, the Nominating & Corporate Governance Committee seeks candidates from different age groups, ethnicities, genders, industries, and experiences, in addition to the criteria described above. The result is a diverse and experienced Board, ranging in age from 44 to 69, with a variety of ethnicities and genders. The Board includes directors with experience in public corporations, non-profits, and entrepreneurial individuals who have successfully run their own private enterprise. The Board also has the broad set of skills necessary for providing oversight to a financial institution, which includes proven leadership, and expertise in finance, accounting, information technology, lending, investment management, and communications. With the exception of Mr. Burak, who was first elected in 2009, all of the non-management directors have been on the Company's Board for at least five years.

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        A shareholder may submit a candidate for consideration by the Board to be included in the Board's slate of director nominees. Candidates proposed by shareholders will be evaluated by the Nominating & Corporate Governance Committee under the same criteria that are applied to other candidates. The criteria are set forth above and in the Company's By-Laws and Governance Guidelines. Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the 20102011 Annual Meeting of Shareholders must be presented in writing to the Corporate Secretary on or before November 14, 200913, 2010 at 130 Merchant Street, Honolulu, Hawaii 96813.

Communication with Directors

        Shareholders and any interested parties may communicate with the Board, Non-Management Directors or Lead Independent Director by sending correspondence c/o the Company's Corporate Secretary, 130 Merchant Street, Honolulu, Hawaii 96813. All appropriate communications received will be forwarded to the Board, Non-Management Directors or Lead Independent Director as addressed.

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Code of Business Conduct and Ethics

        The Company has earned its reputation as a respected leader in the communities it serves and in the financial services industry by conducting business in an ethical, responsible and professional manner. The Company is proud of the high standards of quality and service that have been its hallmark through the years. These qualities represent fundamental business practices and apply to all directors, officers and employees.

        The Company and Board have adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees (the "Code"), which was revised in 2008 and that is posted on the Investor Relations page of the Company's websitewww.boh.com. www.boh.com. The Code addresses the professional, honest and candid conduct of each director, officer and employee; conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading); corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets; and encourages the reporting of any illegal or unethical behavior. A waiver for an executive officer or director of the Company may be made only by the Audit Committee of the Board of Directors and must be promptly disclosed as required by SEC or NYSE rules. The Company will disclose any such waivers, as well as any amendments to the Code, on the Company's website. Shareholders may obtain a printed copy of the Code by contacting the Corporate Secretary at the address previously provided.

Director Independence

        The Board is comprised of a majority of independent directors as defined by the NYSE listing standards. In affirmatively determining that a director is independent of the Company's management and has no material relationship with the Company, either directly or indirectly as a partner, shareholder, or officer of an organization that has a relationship with the Company, the Board applies the following categorical standards, in addition to such other factors as the Board deems appropriate:

a)

In no event shall a director be considered independent if the director is an employee, or a member of the director's immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman, CEO, CFO or other executive officer shall not disqualify a director from being considered independent following that employment.



b)

In no event shall a director be considered independent if the director receives, or a member of the director's immediate family receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and is not independent until three years after ceasing to receive such compensation.

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c)

In no event shall a director be considered independent if the director is a current partner or employee of the Company's internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company's audit; or was a partner or employee of such a firm and personally worked on the Company's audit within the last three years.



d)

In no event shall a director be considered independent if the director is employed, or a member of the director's immediate family is employed, as an executive officer of another company where any of the Company's present executives serves on that company's compensation committee until three years after the end of such service or employment relationship.



e)

In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other

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company's consolidated gross revenues for such year, until three years after falling below such threshold.





f)

A director will not fail to be deemed independent solely as a result of the director's and the director's immediate family members', or a director's affiliated entity's, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.



g)

Audit Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit Committee members may receive directors' fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).



h)

If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board's judgment material, and therefore whether the affected director is independent.

        For purposes of these independence standards, an "immediate family member" includes the director's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares the director's home.

        The following ten directors and nominees have been determined by the Board to be independent: Messrs. Burak, Chun, Churchill, Heenan, Huret, Stein and Wo, and Mmes. Apoliona, Bitterman and Tanabe, and accordingly, the Board has a majority of independent directors as defined by the listing standards of the NYSE and the Governance Guidelines. There were no relationships that were considered in determining the independence of the independent directors. All of the committees, with the exception of the Executive Committee, are composed entirely of independent directors who also meet applicable committee independence standards. Mr. Landon is the CEO of the Company and therefore not independent, Mr. Ho is the President of the Company and therefore not independent,

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Mr. Lucien is the CFO of the Company and therefore not independent, and Mr. Takaki has been determined not to be an independent director due to his and his family's ownership interest in HawkTree International, Inc. ("HawkTree"), a diversified holding company engaged in transportation, leasing, business records management, and real estate. HawkTree and its subsidiaries provide courier, armored car, ATM servicing, moving, and relocation services for the Company, and the Company provides insurance services to HawkTree. More specific information is available on page 4044 in the section regarding Certain Relationships and Related Transactions.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee during fiscal year 20082009 served as an officer, former officer, or employee of the Company or had a relationship that was required to be disclosed under "Certain Relationships and Related Transactions." Further, during 2008,2009, 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 was an immediate family member of a director, or served on our Compensation Committee; or



•

A director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.

Oversight of Risk

        Bank of Hawaii governance, including policies, standards and procedures, has been developed with the goal of ensuring that business decisions and the execution of business process are in compliance with legal and regulatory requirements and support the Company's governing objective of maximizing shareholder value over time and cultural imperatives. Authority for accepting risk exposures on behalf of the Company originates from the Board of Directors and in turn is delegated through the Managing Committee and its subcommittees, including the Risk Council. The Risk Council, chaired by the Chief Risk Officer, provides the Managing Committee with a forum for the review and communication of both specific and company wide risk issues, and serves to enhance collaboration among all areas of the Company that create and manage risk, while reinforcing executive management's responsibility for ensuring risk is managed within established tolerances.

        Risk management at the Company is the process for identifying, measuring, controlling and monitoring risk across the enterprise given its business as a financial institution and financial intermediary. Risk management crosses all functions and employees and is embedded in all aspects of planning and performance measurement. Systems, information and timely reporting enable the organization to quickly adapt to early warning signs.

        The Board of Directors is responsible for oversight of the Company's enterprise risk framework. The Board has delegated to the Audit Committee primary responsibility for overseeing financial, credit, investment and operational risk exposures including regulatory and legal risk; the Fiduciary and Investment Management Committee primary responsibility for oversight of fiduciary and investment risk of client accounts; and the Compensation Committee primary responsibility for oversight of risk related to management and staff. These committees report to the full Board to ensure the Company's overall risk exposures are understood, including risk interrelationships. The Board also oversees reputational risk.

        Risk reports are provided and discussed at every Committee and Board meeting. In addition to detailed reports, the Board reviews an Enterprise Risk Position report that reflects key risk measures and trends across the Company. Key managers responsible for risk management (the Chief Risk Officer, the Treasurer, the Chief Compliance Officer, the Chief Legal Officer and the Chief Fiduciary

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Officer) regularly provide updates at the respective Committee and Board meetings. In support of the Board's risk oversight role and to ensure that potential problems are surfaced, the Audit Committee directly oversees the Company's Internal Audit and Credit Review functions.

Compensation Policies and Risk

        The Board's risk oversight responsibility includes the implementation of compensation programs that do not encourage or incentivize risk taking. In 2009, with the assistance of an independent outside consultant, the Company completed a review of its compensation policies and incentive plans to confirm its policies and plans are encouraging behavior that is within the Company's risk tolerance, are compatible with effective controls and risk management, and are supported by strong corporate governance. The Company's incentive compensation plan documents were reviewed, as well as the past two years of the Company's proxy filings, Human Resources and Compensation Committee charter and meeting minutes, and quarterly line of business profitability reports. The results of the review revealed no individual employees or groups of employees whose activities expose the firm to material amounts of risk. The review also revealed that the controls and risk management at the Company are communicated in a top down manner and are ingrained in the culture of the organization, creating a comprehensive risk management process. The Company's compensation policies and incentive plans are further supported by an effective Board and strong corporate governance structure. The results of the review were shared with the Human Resources and Compensation Committee and the full Board. Upon review and discussion of the results, management and the Committee are of the opinion that the Company's compensation policies are sound and do not create incentives affecting financial risk that are likely to have a material adverse affect on the Company. This disclosure is required only if it has been determined that the Company's compensation policies create risks that are likely to have a material adverse affect on the Company. Although the disclosure was not required, the Board and Management of the Company felt it was important to make an affirmative statement about the relationship of its compensation plans and policies and material adverse risk.

BOARD COMMITTEES AND MEETINGS

        The Board met 910 times during 2008.2009. The Board's policy is that directors should make every effort to regularly attend meetings of the Board and committees on which they serve and the Company's annual shareholder meeting. 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 2008.2009. All of the Company's directors attended the 20082009 shareholders' meeting.

Board Committees

        The Board has four standing committees: the Audit Committee, the Human Resources & Compensation Committee (the "Compensation Committee"), the Executive & Strategic Planning Committee (the "Executive Committee"), and the Nominating & Corporate Governance Committee.Committee (the "Nominating Committee"). The committee charters are posted in the Investor Relations section of the Company's website atwww.boh.com. Shareholders and any interested parties may request a printed copy of the charters and Governance Guidelines by contacting the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813. www.boh.com.

        The Board has affirmatively determined that all of the members of the Audit, Compensation and Nominating & Corporate Governance Committees ("Board Committees") meet the independence standards of the NYSE and the Company's Governance Guidelines. The Board Committees' charters require that each committee perform an annual evaluation of its performance and assess the adequacy of its charter. Each committee has the authority to retain consultants and advisors to assist it in its duties, including the sole authority for the retention, termination and negotiation of the terms and conditions of the engagement.

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        Below are the members of each current standing committee.

Audit		Compensation		Executive		Nominating and Governance
Mary G. F. Bitterman		Mary G. F. Bitterman		Mary G. F. Bitterman		S. Haunani Apoliona
Clinton R. Churchill*Mark A. Burak		David A. Heenan*		Clinton R. Churchill		Mary G. F. Bitterman*
Robert HuretClinton R. Churchill*		Barbara J. Tanabe		David A. Heenan		Michael J. ChunMark A. Burak
Martin A. SteinRobert Huret		Robert W. Wo, Jr.		Allan R. Landon*		Michael J. Chun
Martin A. Stein				Robert W. Wo, Jr.		Clinton R. Churchill
				Robert W. Wo, Jr.		David A. Heenan
						Robert Huret
						Martin A. Stein
						Barbara J. Tanabe
						Robert W. Wo, Jr.

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*

Committee Chairman

Audit Committee: 67 Meetings in 20082009

        The Audit Committee operates under and annually reviews a written charter that has been adopted by the Board and is included as Appendix A to this Proxy Statement.Board. The Audit Committee's duties include assisting the Board in its oversight of the following areas of the Company: regulatory and financial accounting, and reporting and credit risk management; compliance with legal and regulatory requirements; the independent registered public accounting firm's qualifications and independence; and overseeing the performance of the Company's internal audit function and independent registered public accounting firm. The Board has determined that Mark A. Burak and Robert Huret meetsmeet the definition of "financial expert" within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002. The Board has determined that all Committee members meet the NYSE standard of financial literacy and have accounting or related financial management expertise. The Committee has adopted policies and

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procedures governing the following: pre-approval of audit and non-audit services; the receipt and treatment of complaints regarding accounting, internal controls, or auditing matters and the confidential, anonymous submission by employees of the Company regarding questionable accounting or audit matters; and restrictions on the Company's hiring of employees of the independent registered public accounting firm. The Committee is also responsible for reviewing conflict of interest transactions involving a director or executive officer. The report of the Audit Committee is on page 17.22.

Compensation Committee: 86 Meetings in 20082009

        The duties of the Compensation Committee are set forth in its charter, and include responsibility for compensation levels of directors and members of executive management and reviewing the performance of executive management. The Committee reviews and approves goals for incentive compensation plans, and stock plans, and evaluates performance against those goals. The Compensation Committee also reviews management development and training programs and reviewsas well as succession planning for senior and executive management. The Compensation Committee charter allows for the delegation of its duties to its own subcommittee as long as in compliance with all applicable laws, rules and listing standards. The CEO, in consultation with the director of human resources, makes recommendations with respect to non-CEO executive officer compensation. Watson Wyatt Worldwide, Inc. ("Watson Wyatt"), an employee benefits and human capital consulting firm with worldwide operations in the Americas, Europe and Asia Pacific, has been retained by the Compensation Committee to provide compensation consulting and market data information. The report of the Compensation Committee is on page 18.

Executive Committee: No Meetings Held in 20082009

        The Committee has power to act for the Board in between its meetings except on those matters reserved to the Board by the By-Laws or otherwise. The Committee has the authority to advise the

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CEO and Board on long-range strategy and monitor the Company's progress. The Committee did not meet in 2008.2009.

Nominating & Corporate Governance Committee: 5 Meetings in 20082009

        The duties of the Nominating & Corporate Governance Committee are set forth in its charter and include reviewing the qualifications of all Board candidates and recommending qualified candidates for membership on the Board. The Committee reviews the Board's organization, procedures and committees and makes recommendations concerning the size and composition of the Board and its committees. The Committee makes recommendations to the Board regarding standards for determining non-management director independence and reviews the qualifications and independence of the members of the Board and its committees. The Committee reviews and evaluates the Company's compliance with corporate governance requirements and leads and oversees the Board and its committees' annual performance evaluations. Further information regarding the responsibilities performed by the Committee and the Company's corporate governance is provided in the Committee charter and the Governance Guidelines.

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DIRECTOR COMPENSATION

Retainer and Meeting Fees

        In 2008,2009, each director was paid an annual retainer of $20,000, plus $750 for each Board meeting attended. The Lead Independent Director is paid an additional annual retainer fee of $10,000. The chairmen of the Compensation and Audit Committees, and the vice chairman of the Executive Committee also receive an annual retainer of $5,000. The 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. Members of the Compensation Committee and the Executive Committee receive $750 for each meeting attended. The fee is $1,500 per meeting for members of the Audit Committee and $2,000 per meeting for the Chairman of the Audit Committee. No fees are paid for attendance at the Nominating & Corporate Governance Committee meetings. In addition to the four standing committees mentioned above, the Board has other committees for which directors receive fees. Ms. Apoliona and Mr. Takaki are members of the Benefit Plans Committee and receive $750 per meeting attended, and Mmes. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee and receive $750 per meeting attended. Mr. Wo also receives an annual retainer of $5,000 as chairman of the Fiduciary Investment Management Committee.

Director Stock Plan

        The Company maintains the Bank of Hawaii Corporation Amended and Restated Director Stock Compensation Plan ("Director Stock Plan"). The purpose of the Director Stock Plan is to advance the interests of the Company by encouraging and enabling eligible non-employee members of the Board to acquire and retain throughout each member's tenure as director a proprietary interest in the Company by ownership of shares of Bank of Hawaii common stock. The Director Stock Plan allows for the granting of stock options, restricted stock, and restricted stock units. Under the Director Stock Plan, the Board has the flexibility to set the form and terms of awards. In 2008,2009, Board members were given the option of receiving a grant of restricted shares, or the equivalent value in cash. Seven Board members accepted the stock award and the Company issued 9671,447 shares of restricted common stock ("Restricted Shares") to each of the seven non-employee directordirectors with a vesting date of one year from the date of grant. The other four non-employee directors accepted a cash award of $52,500 which was subsequently used to purchase Company shares. No options were granted under the Director Stock Plan in 2008. In 2008, the Board members were offered an opportunity to amend the terms2009.

Table of restricted stock awards granted to them prior to 2005, and restricted stock issued upon the exercise of stock options granted prior to 2005 so that all such restricted stock became vested on November 1, 2008. In addition, Board members were offered an opportunity to amend the terms of any outstanding options granted prior to 2005 so that fully vested shares (rather than shares of restricted stock) are issued upon the exercise of such options. Prior to the amendment, shares of restricted stock issued prior to 2005 to Board members became vested when the director's last term as a director expired and were subject to forfeiture if the director left the Board before that time. In addition, prior to the amendment, stock options granted prior to 2005 were vested upon grant, but the stock issued upon exercise of those options was restricted stock subject to vesting under the same conditions as awards of restricted stock. Acceptance of the amendments was optional by each director and four of the ten non-management directors accepted the amendments.Contents

Directors' Deferred Compensation Plan

        The Company maintains the Directors' Deferred Compensation Plan, under which a non-employee director may elect to defer the payment of either all of the director's annual retainer and meeting fees, or all of the director's annual retainer. In 2008 the Board amended the Directors' Deferred Compensation Plan with respect to the timing and form of distributions of deferred amounts. At the director's choice, deferred amounts under the Directors' Deferred Compensation Plan may be payable: 1) beginning on the first day of the first month after the participating director ceases to be a director of the Company; or 2) on an anniversary date of the director's choosing after the director ceases to be a director; or 3) a date specified by the director (which may include a date prior to the date a director ceases to be a director). Deferred amounts are paid to the participant in a lump sum or in equal annual installments over such period of years (not exceeding 10 years) as the participant elects at the time of deferral. If a participant dies, all deferred and previously unpaid amounts will be paid in a lump sum to the participant's beneficiary on the second day of the calendar year following the year of death. A participant's deferred amounts are adjusted for appreciation or depreciation in value based on hypothetical investments in one or more Pacific Capital Funds or in shares of Bank of Hawaii common stock, as may be directed by the participant. In

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addition to the amendment regarding the timing and form of distributions, in 2008 the Board amended the Directors' Deferred Compensation Plan to allow directors a one-time change to preexisting distribution elections. Under the terms of this amendment, no director was allowed to defer distributions that would otherwise be payable in 2008 or provide for distributions to be paid in 2008 that would otherwise be payable in a later year.

The Bank of Hawaii's obligations under the Directors' Deferred Compensation Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plan. The assets of the trust are at all times subject to the claims of the Company's general creditors.

Director Stock Ownership Guidelines

        The Board of Directors believes it is important to support an ownership culture for the Company's employees and shareholders. To ensure that linkage to shareholders occurs among the fiduciaries of the Company, in December 2006, the Nominating & Corporate Governance Committee implemented stock ownership guidelines that require each non-management director to own a minimum amount of five times his or her annual cash retainer in the Company's stock. Directors were given five years to achieve guideline levels of ownership. All tenTen of the current non-management directors have satisfied the ownership guidelines.guidelines and one made significant progress in meeting the ownership guidelines in 2009.

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Director Compensation

        The following table shows, for the year ended December 31, 2008,2009, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2008.2009.

DIRECTOR COMPENSATION TABLE

Name		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
S. Haunani Apoliona		$	34,250		$	61,497		$	10,919			0			0			0		$	106,666
Mary G. F. Bitterman		$	56,000		$	61,497		$	10,919			0			0			0		$	128,416
Michael J. Chun		$	29,750		$	61,497		$	10,919			0			0			0		$	102,166
Clinton R. Churchill		$	38,500		$	61,497		$	10,919			0			0			0		$	110,916
David A. Heenan		$	37,000		$	61,497		$	10,919			0			0			0		$	109,416
Robert Huret		$	40,000		$	61,497		$	10,919			0			0			0		$	112,416
Martin A. Stein		$	40,000		$	61,497		$	10,919			0			0			0		$	112,416
Donald M. Takaki		$	34,250		$	61,497		$	10,919			0			0			0		$	106,666
Barbara J. Tanabe		$	36,500		$	61,497		$	10,919			0			0			0		$	108,916
Robert W. Wo, Jr.		$	41,500		$	61,497		$	10,919			0			0			0		$	113,916

Name		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)			All Other Compensation ($)(4)			Total ($)
S. Haunani Apoliona		$	35,750		$	52,468			0			0			0			0		$	88,218
Mary G. F. Bitterman		$	57,500			0			0			0			0		$	52,500		$	110,000
Mark A. Burak		$	19,750			0			0			0			0		$	52,500		$	72,250
Michael J. Chun		$	31,250		$	52,468			0			0			0			0		$	83,718
Clinton R. Churchill		$	45,750			0			0			0			0		$	52,500		$	98,250
David A. Heenan		$	35,500		$	52,468			0			0			0			0		$	87,968
Robert Huret		$	43,000		$	52,468			0			0			0			0		$	95,468
Martin A. Stein		$	39,250		$	52,468			0			0			0			0		$	91,718
Donald M. Takaki		$	34,250		$	52,468			0			0			0			0		$	86,718
Barbara J. Tanabe		$	37,250		$	52,468			0			0			0			0		$	89,718
Robert W. Wo, Jr.		$	42,250			0			0			0			0		$	52,500		$	94,750

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(1)

David A. Heenan, Robert Huret, Donald M. Takaki, Robert W. Wo, Jr. and Barbara J. Tanabe elected to defer all of their respective fees earned in 2008.2009.

(2)

The amounts in this column reflect the Financial Accounting Standard No. 123R ("FAS 123R") expense recognized in 2008 forfair market value of the restricted stock awards in 2008 and prior years.on the date of grant. On April 25, 2008,June 26, 2009, the Company issued a grant of 9671,447 shares of restricted common stock to each director,of S. Haunani Apoliona, Michael J. Chun, David A. Heenan, Robert Huret, Martin A. Stein, Donald M. Takaki, and Barbara J. Tanabe who elected to receive the stock award, having an aggregate fair value of $52,508$52,468 based on the stock fair market value of $54.30$36.26 per share on the date of the grant andgrant; 100% of the grant will vest on the first anniversary date. The assumptions used in the valuation of restricted stock awards are included in Note 1 "Share-Based Compensation" to the financial statements contained in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2009. As of December 31, 2008,2009, each Directordirector had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as

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common stock in their accounts): S. Haunani Apoliona, 4,2324,229 shares; Mary G. F. Bitterman, 2,432982 shares; Mark A. Burak 0 shares; Michael J. Chun, 4,2324,229 shares; Clinton R. Churchill, 4,2322,782 shares; David A. Heenan, 4,2324,229 shares; Robert Huret, 2,4322,429 shares; Martin A. Stein, 2,4322,429 shares; Donald M. Takaki, 4,2324,229 shares; Barbara J. Tanabe, 2,4322,429 shares; and Robert W. Wo, Jr., 4,2322,782 shares.

(3)

The amountsNo option awards were granted in this column reflect the FAS 123R expense recognized in 2008 for stock options awarded in prior years.2009. As of December 31, 2008,2009, each Directordirector had outstanding options to purchase the indicated number of shares of the Company common stock: S. Haunani Apoliona, 18,048;17,048; Mary G. F. Bitterman, 20,248;18,248; Mark A. Burak 0; Michael J. Chun, 18,248;17,248; Clinton R. Churchill, 18,248;17,248; David A. Heenan, 20,248;18,248; Robert Huret, 16,248; Martin A. Stein, 19,248;18,248; Donald M. Takaki, 20,248;18,248; Barbara J. Tanabe, 18,248;17,248; and Robert W. Wo, Jr., 18,248.17,248.

(4)

In 2009 each director was given the option of accepting the grant of restricted stock, or an equivalent value in cash that would be used to purchase common stock of the Company. Directors Mary G. F., Bitterman, Mark A. Burak, Clinton R. Churchill, and Robert W. Wo, Jr. accepted the cash for equity and received a cash sum of $52,500 on June 26, 2009.

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AUDIT COMMITTEE REPORT

        As members of the Audit Committee, we review the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and disclosure controls. In this context, we have met and held discussions with management and the independent registered public accounting firm. Management represented to us that the Company's consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and we have reviewed and discussed the audited financial statements and related disclosures with management and the independent registered public accounting firm, including a review of the significant management judgments underlying the financial statements and disclosures.

        The independent registered public accounting firm reports to us. We have sole authority to appoint (subject to shareholder ratification) and to terminate the engagement of the independent registered public accounting firm.

        We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 ("Communication with Audit Committees"), as amended and as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, we determined, among other things, that the audit and non-audit services provided by Ernst & Young LLP (as described below) were compatible with its independence. Consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee has adopted policies to avoid compromising the independence of the independent registered public accounting firm, such as prior committee approval of audit, non-audit, tax and other services, and required audit partner rotation.

        We discussed with the company's internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits, including internal control testing under Section 404 of the Sarbanes-Oxley Act. We meet with the internal auditors and independent registered public accounting firm, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting. We also periodically meet in executive session.

        In reliance on the reviews and discussions referred to above, as members of the Audit Committee, we recommended to the board (and the board subsequently approved the recommendation) that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, 2008,2009, for filing with the Securities and Exchange Commission. We have also appointed the Company's independent registered public accounting firm, subject to shareholder ratification, for 2009.2010.

As submitted by the members of the Audit Committee,

Clinton R. Churchill, Chairman
Mary G. F. Bitterman
Mark A. Burak
Robert Huret
Martin A. Stein

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COMPENSATION COMMITTEE REPORT

        The Compensation Committee, composed entirely of independent directors in accordance with the applicable laws, regulations, NYSE listing requirements and the Governance Guidelines, sets and administers policies that govern the Company's executive compensation programs, and various incentive and stock programs. As members of the Compensation Committee, we have reviewed and discussed the Compensation Disclosure and Analysis to be included in the Company's 2009 Proxy Statement with management and, based on these discussions, recommended to the Company's Board (and the Board subsequently approved the recommendation) that the Compensation Disclosure and Analysis be included in such Proxy Statement.

As submitted by the members of the Compensation Committee

David A. Heenan, Chairman
Mary G. F. Bitterman
Barbara J. Tanabe
Robert W. Wo, Jr.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        Compensation of our named executive officers, including the Chief Executive Officer (the "CEO"), is the responsibility of the Compensation Committee of the Board (the "Committee").

Compensation Philosophy

        The Committee believes that executive compensation should align with shareholders' interests, link to achievement of the Company's business plan, maintain a balance between risk and reward, reinforce support for the Company's vision and be consistent with market compensation trends after taking into account the unique circumstances facing the Company in light of geographic, demographic and economic conditions in the markets served by the Company. The Committee also believes that compensation should recognize short and long-term performance and may include both cash and equity components. The composition of components may vary from year to year based on individual, market and other factors. There are no specific formulas to determine the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms of pay. As described below, neither total compensation nor any element of cash and non-cash compensation is formally benchmarked against a peer group of companies. In making compensation decisions, the Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility, andresponsibility. While the Committee may requestalso review market data.data, it does not target pay at any specific competitive market percentile.

Compensation Process

        The Committee, consistent with its Charter, determines compensation for the named executive officers. The Committee evaluates the CEO's performance against the overall corporate business plan. With respect to compensation decisions for the other named executive officers, the Committee gives significant weight to the recommendations of the CEO.

        The Committee monitors the Company's performance throughout the year as to both financial and non-financial performance. The Committee also monitors the Company's risk profile and risk management processes to ensure that the Company's compensation policies do not promote unnecessary and excessive risks that may threaten the value of the Company. Several areas are reviewed by the Committee including, but not limited to, how risk management is built into incentive

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compensation for the Company's executive management, the specific risk profile for a community bank as it relates to loans and investment securities, the controlled and disciplined approach in the compensation structure of the Company, the implementation of new policies with regard to qualitative versus quantitative measures of management performance, and the refinement of best practices.

        In January, the Committee reviews the Company's annual results and the longer-term performance trend compared to the business plan. The Committee uses this review, together with factors as described on page 23,29, as the basis for the annual evaluation of the CEO. The Committee's evaluation is communicated to the CEO by the Lead Independent Director and discussed with the full Board.

        Based on similar factors and individual objectives, the CEO annually reviews the performance of each of the other named executive officers. The conclusions reached and recommendations based on those reviews, including any recommendations for salary adjustments, annual bonus awards and equity components, are presented to the Committee. For the 2009 recommendations, an assessment of effective risk management was added to each named executive's performance evaluation. The Committee considers the CEO's recommendations. The CEO does not attend executive sessions of the Committee where his own compensation is being reviewed and determined by the Committee or the Board. The CEO is assisted by the director of human resources (herself not a named executive officer) in formulating recommendations for the named executive officers, other than for himself. The Committee has the discretion to accept, reject or modify the CEO's recommendations. The Committee has discretion to determine the amount of equity and other compensation payable to executives based on its assessment of their performance. Rather than relying on

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formulaic models, the Committee believes that retaining discretion to assess performance of the CEO and other named executive officers gives the Committee members the ability to more accurately reflect individual contributions that cannot be quantified.

The Role of the Compensation Consultant

        Watson Wyatt Worldwide, Inc. ("Watson Wyatt"), an employee benefitsThe Committee is responsible for retaining its compensation consultant and human capital consulting firm,for determining terms and conditions, including fees. The Committee determines whether the consultant's services are performed objectively and free from the influence of management. The executive compensation consultant reports directly to the Committee and takes instructions solely from the Committee. Towers Watson continued their engagement with the Committee to provide advice on executive compensation matters during 2008.2009. The Committee Chairman pre-approves all Towers Watson engagements, including the nature, scope and fees of assignments.

        The Committee examines the steps and safeguards Towers Watson takes to ensure that its executive compensation consulting services are objective, including:

•

The individuals providing consulting services to the Committee are not personally involved in other services Towers Watson provides to the Company;



•

Other services are provided under a separate contractual arrangement and without the knowledge or participation of the executive compensation consultant;



•

The individuals providing consulting services to the Committee do not share information about the specific work being performed on behalf of the Committee with other Towers Watson staff providing consulting assistance in other areas, except for information essential to work being performed under the direction of the Committee;



•

The individuals providing consulting services to the Committee are not directly compensated for the total revenues that Towers Watson generates from the Company, nor would their compensation be directly affected if the Company decided to no longer use Towers Watson's services in other areas;

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•

The executive compensation consultant is not the client relationship manager on services provided to the Company;

        For 2008,2009, Towers Watson Wyatt provided the Committee with market data and an analysis of competitive compensation for the named executive officers. The Committee used this data as a "market check" to help assess the competitiveness of the Company's pay practices, but neither total compensation nor any element of compensation paid to the named executive officers is benchmarked against this data. The Committee did not target the elements of its compensation program at any specific level or percentiles within a peer group. Towers Watson Wyatt provided a report to the Committee in January 20082009 which was used to assess 20082009 compensation. Towers Watson Wyatt identified a peer group of ten publicly-held, high-performing, regional full-service community banks similar in size to the Company ranging between $7.7$6.8 billion and $15.2$17.0 billion in assets asbased on the most recently available quarterly data available at the time of December 31, 2006the study, and a market capitalization of $1.1 billion to $3.3$3.4 billion as of November 30, 2007.2008. These financial services organizations were also selected on the basis of their relatively low risk orientation and high levels of performance as measured by return-on-assets, return-on-equity,return on assets, return on equity, total shareholder return, loan loss reserves, and nonperforming asset percentages.assets. The ten organizations include:included:

•

Commerce Bancshares, Inc.



•

City National Corp.



•

Cullen/Frost Bankers, Inc.



•

BancorpSouth Inc.



•

FirstMerit Corp.



•

UMB Financial Corp.



•

Trustmark Corp.



•

First Midwest Bancorp Inc.



•

Old National Bancorp



•

Alabama National BancorporationProsperity Bancshares, Inc.

        Towers Watson Wyatt analyzed the proxy statements of the ten financial services organizations identified above and data from three national and highly regarded surveys (2007(2008 Watson Wyatt Report on Financial InstitutionsTop Management Compensation Survey, 20072008 Mercer Executive Compensation Survey and 20072008 Hewitt Financial Services Total Compensation Measurement—Financial Services) representingSurvey) specifically for financial services companies to determine the competitiveness of the Company's pay practices. They reported that the Committee's historic compensation practices generally resulted in competitive pay and:

•

Salary at approximately the 50^th percentile,



•

Targeted total cash at approximately the 55^th percentile,



•

Actual total cash paid at approximately the 50^th percentile,



•

Long-term incentives at approximately the 40^th percentile, and



•

Total direct compensation at about the 50^th percentile.

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        The Committee instructed Watson Wyatt to conduct a similar analysis on competitive market data for 2009. Watson Wyatt provided its completed report to the Committee in January 2009. In 2008, Alabama National Bancorporation was acquired by RBC Centura Banks and Prosperity Bancshares Inc. was identified to be substituted in its place, The proxy analysis of the 10 banks were supplemented with three published financial services surveys (2008 Watson Wyatt Report on Top Management Compensation Survey—financial services cut, 2008 Mercer Executive Compensation Survey—financial services cut and 2008 Hewitt Financial Services Total Compensation Survey). In its study, Watson Wyatt reported:

•

Salary at approximately the 50^th percentile,



•

Targeted total cash at approximately the 55^th percentile,



•

Actual total cash paid at approximately the 60^th percentile,



•

Long-term incentives at approximately the 45^th percentile, and



•

Total direct compensation at about the 50^th percentile.

        The Committee instructed Towers Watson to conduct a similar analysis on competitive market data for 2010. Towers Watson provided its completed report to the Committee in January 2010. It was believed that some of the banks in the 2008/2009 peer group were no longer considered high performing, or appropriate because many of the peer organizations were participating in the Troubled Asset Relief Program ("TARP"). TARP companies also must follow compensation guidelines that are structured non-conventionally. Therefore, Towers Watson identified a new 2009/2010 peer group of ten

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publicly-held, high-performing, regional full-service community banks similar in size to the Company ranging between $5.5 billion and $24.0 billion in assets based on the most recently available quarterly data available at the time of the study, and a market capitalization of $609 million to $3 billion as of November 19, 2009. These financial services organizations were also selected on the basis of their relatively low risk orientation and high levels of performance as measured by return on assets, return on equity, total shareholder return, loan loss reserves, and nonperforming assets. Five of the ten banks in the 2008/2009 peer group were substituted with other banks. The new peer group was reviewed with the Chairman of the Committee and consisted of:

•

BancorpSouth, Inc.



•

BOK Financial Corp.



•

Commerce Bancshares, Inc.



•

Community Bank System, Inc.



•

Cullen/Frost Bankers, Inc.



•

Hancock Holding Co.



•

NBT Bancorp, Inc.



•

Prosperity Bancshares, Inc.



•

UMB Financial Corp.



•

United Bankshares Inc. (WV)

        The proxy analysis of these 10 banks was supplemented with four published financial services surveys (2009 Watson Wyatt Report on Top Management Compensation Survey, 2009 Mercer Executive Compensation Survey, 2009 Towers Perrin Financial Services Executive Database, and 2009/2010 Watson Wyatt Report on Long-Term Incentives, Policies & Practices), again specifically for financial services organizations where available. Because of differences in the methodologies, timing of the release of survey results, and the type of data covered, each of the four nationally published surveys may not be used for benchmarking all pay components. Base salary and target total cash compensation was analyzed using the first three mentioned surveys above. Long-term incentive award opportunity levels were analyzed using only the last two surveys mentioned above because they provided the most current information at the time the analysis was conducted. The surveys were selected because they are conducted by large survey companies with robust participation representing between 300 and 2,400 organizations. The consultant used survey data subsets appropriate to the size of the company unit and responsibility scope of the position. In its study, Towers Watson reported:

•

Salary at approximately the 50^th percentile,



•

Targeted total cash at approximately the 50^th percentile,



•

Actual total cash paid at approximately the 65^th percentile,



•

Long-term incentives at approximately the 50^th percentile, and



•

Target total direct compensation at about the 50^th percentile.

        Performance-based compensation plays a significant role in aligning executives' interests with those of the Company's shareholders; therefore incentives constitute a substantial portion of each of the named executive officers' compensation. The following table shows the percentage of targeted total direct compensation provided in the form of incentive compensation for each named executive officer ("NEO"). The Company's pay mix for the NEOs is generally consistent with competitive practices.

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Percentage of Target Total Direct Compensation Provided by Each Pay Element

		BOHC NEOs									Competitive
NEO		Salary			Annual Incentives			Long-Term Incentives*			Salary			Annual Incentives			Long-Term Incentives
Mr. Landon			32	%		32	%		36	%		31	%		29	%		40	%
Mr. Ho			31	%		24	%		45	%		32	%		28	%		40	%
Mr. Lucien			40	%		27	%		33	%		44	%		27	%		29	%
Mr. Rossi			43	%		29	%		28	%		45	%		26	%		29	%
Ms. Sellers			36	%		25	%		39	%		48	%		20	%		32	%

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*

Because the Committee does not make long-term incentive grants every year to each NEO, the target value of the longer-term awards granted over the past 3 years have been averaged and included in the table above. The long-term incentive portion includes past stock option, restricted stock and Cash for Equity program grants.

        The focus of this engagement was on 20082009 performance-based compensation and 20092010 compensation decisions. The Committee reviewed the analysis and used it to assess compensation changes for 2009.2010. Having considered the analysis by Towers Watson, Wyatt, the current economic environment, and the recommendation of the CEO, it was determined that base salaries in 20092010 for the CEO, President, and named executive officersChief Administrative Officer would remain flat with 2008.the same as in 2009, and the base salaries for the Chief Financial Officer and Chief Risk Officer would be increased effective April 1, 2010 by $35,000 and $30,000, respectively, based on their performance in 2009 and their compensation relative to industry peers.

        ManagementFees paid to Towers Watson related to the directors and executive compensation engagement for the Committee totaled $38,066 in 2009.

        The Company separately retained Towers Watson Wyatt in 20082009 to provide actuarial, plan valuation, and benefit consulting services in connection with the Company's Employees' Retirement Plan of Bank of Hawaii. The decision to engage Towers Watson for these services was recommended and approved by the Company without Board discussion or approval. Fees paid to Towers Watson for the services in connection with the Company's retirement plan totaled $139,146 in 2009.

Compensation Elements and Determination of Compensation

        Compensation elements for 20082009 included:

•

Base salary



•

Performance based variable compensation



•

Equity based compensation and Cash for Equity



•

Retirement and other benefits



•

Perquisites

        The measurements of corporate performance and individual performance and contribution that are used to evaluate named executive officers (other than the CEO) for each element of compensation paid to such executive officers, and the specific items of corporate performance that are taken into account in setting compensation policies and making compensation decisions, are set forth below. The CEO makes an initial recommendation to the Committee as to each element of compensation for each of the other named executive officers for their consideration. The Committee has the discretion to accept, reject, or modify the CEO's recommendations. RestrictedIn 2008, the Committee approved the "Cash for Equity Program." The program is intended to be an efficient way to provide equity based

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compensation. The goals of the program are to facilitate stock awards align withaccumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's focus on long term performance, contribution to overall company value, retention of key talent, and alignment with shareholder interests. Long term equity awards granted in 2008 were comprised exclusively of restrictedcommon stock. The amount of the Company's equityCash for Equity awards is determined independently of the value of a named executive officer's existing equity holdings and independently of the amount of his or her annual incentive award. The program allows for flexibility in the timing of awards and avoids the estimation of the value of grants.

Base Salary

        Base salary is based on each individual's responsibilities. The CEO may consider the compensation of named executive officers disclosed by other banking companies. The Company generally establishes base

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salaries in connection with recruiting or retaining qualified executive officers. The Committee reviews salary levels as part of the Company's annual performance review process, as well as upon promotion or other changes in job responsibility. Merit-based increases to salaries for executive officers other than the CEO are determined by the Committee based on the CEO's assessment of individual performance.

        In recommending base salaries the CEO considers the needs of the Company and of the executive officer, comparability within the Company, pay parity among positions of comparable responsibility and individual performance. The Committee also looks at market survey data to verify that salaries are competitive and within market ranges.

        Consistent with the Company's practices, the Committee increased theIn 2009 no increases in base salary of Mr. Ho from $500,000 to $625,000 in April 2008 to reflect increasing operational responsibilities as President. Mr. Lucien joinedwere approved by the Company in April 2008 as Vice Chairman and Chief Financial Officer. Mr. Lucien had previously served as a member of the Company's Board of Directors since April 2006. The CEO negotiated and the Committee approved a base salary of $340,000.Committee. At the request of Mr. Landon, the Committee has not increased Mr. Landon's salary since 2004, and he has not received any other type of award in lieu of a salary increase.

Performance Based Variable Compensation

        The named executive officers participate in the Bank of Hawaii Corporation Executive Incentive Plan (the "Executive Incentive Plan"), pursuant to which the Company awards annual cash bonusesawards to executives. The purpose of the Executive Incentive Plan is to optimize the profitability and growth of the Bank of Hawaii through incentives for each annual period. These incentives are consistent with the Company's goals and link the personal interests of participants with those of the Company's shareholders. The Executive Incentive Plan provides participants with an incentive for individual performance and teamwork among participants.

        For awards that are intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m) (see "Tax Considerations" below), the Committee establishes, at the beginning of an annual performance period, an incentive pool from which bonusincentive awards are paid to participants. The incentive pool is expressed as a percentage of the Company's net income before taxes for the fiscal year. For performance year 2008,2009, the incentive pool was established as an amount equal to 2% of the Company's net income before taxes for the fiscal year. At the beginning of the performance period, each participating executive is allocated a maximum percentage of the incentive pool. For 2008,2009, the Compensation Committee allocated a maximum of 19% to Mr. Landon, 14% to Mr. Ho and 9% to each of the other named executive officers (pro-rated for Mr. Lucien).officers. The Committee exercises its discretion, however, to reduce an executive's actual bonusincentive payment to a dollar amount based on a target award opportunity. A target award opportunity, expressed as a percentage of base salary, is established for each named executive officer at the beginning of the year. Each named executive officer's target opportunity takes into account the executive's position, scope of responsibilities, and individual contribution to the Company. For 2008,2009, the target bonusincentive opportunity for the Chief Executive Officer was 100% of his base salary, the target opportunity for Mr. Ho was 80% of his base salary, and the

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target bonusincentive opportunity for the each of the other named executive officers was 67.5% of base salary. The potential range of annual bonusincentive opportunities is as follows:

Mr. Landon			0 - 120%120	%
Mr. Ho			0 - 110%110	%
Other Named Executive Officers			0 - 85%85	%

        In evaluating the CEO's performance and determining the amount by which the CEO's incentive pool percentage would be adjusted to arrive at his bonus,incentive payment, the Committee employs a scoring system that assigns to the CEO a weighted score based on satisfaction of specified criteria established at the beginning of the year. The CEO receives a score, possibly ranging from 1 (lowest possible score) to 5 (highest possible

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score) for each of the specified criteria, and the scores are then weighted according to the specified percentages. For example, the Committee assigns a score of 5 if the Company's stock performance is in the top quartile or if Total Shareholder Return (dividends and share appreciation for the calendar year) is above 11%8%; a score of 4 if the Company's stock performance is in the second quartile or if Total Shareholder Return is above 8.5%5%; and a score of 3 if the Company's stock performance is in the third quartile or if Total Shareholder Return is above 6%2%. The Company's stock performance is measured through comparison with the banking companies identified in the Mid-Cap Bank Performance Index described below.

        For 2008,2009, the Committee considered the criteria below and assigned the listed weights to such criteria:criteria. These measures were selected by the Committee because they represent a balance between financial and qualitative measurements of performance. They are consistent with the strategic direction of the Company and highly correlated to increases in shareholder returns as well as organizational long-term health and efficiency.

				Score			Weight			Product
Measurement Based
	Stock performance as defined by the 2008 Mid-Cap Bank Performance1 or Total Shareholder Return				4.00			25	%		1.000
	Company financial performance2				5.00			25	%		1.250
	Customer satisfaction as measured by the Company's Customer Satisfaction Survey				2.50			10	%		0.250
	Employee satisfaction as measured by the Company's Employee Satisfaction Survey				2.50			10	%		0.250
Judgment Based
	Community and customer relations				5.00			10	%		0.500
	Development of the management team				5.00			10	%		0.500
	Other significant achievements or activities accomplished				5.00			10	%		0.500
		Score									4.250

				Score			Weight			Product
Measurement Based
	Stock performance as defined by the 2009 Mid-Cap Bank Performance(1) or Total Shareholder Return				5.00			20	%		1.000
	Company financial performance(2)				3.67			30	%		1.100
	Customer satisfaction as measured by the Company's Customer Satisfaction Survey				5.00			10	%		0.500
	Employee satisfaction as measured by the Company's Employee Satisfaction Survey				4.75			10	%		0.475
Judgment Based
	Community and customer relations				5.00			10	%		0.500
	Development of the management team				5.00			10	%		0.500
	Other significant achievements or activities accomplished				4.75			10	%		0.475
		Score									4.550

---

¹(1)

The Mid-Cap Bank Performance Index was developed internally and includes the following 44 banks. The Mid-Cap Bank Performance Index was approved by the Compensation Committee in February 2007 and is subject to change on a going forward basis if stock price information is no longer available on any public exchange, as a result of mergers and acquisitions. The Mid-Cap Bank Performance Index consists of: Associated Banc-Corp, Bank of Hawaii Corp, BB&T Corp., Cathay General Bancorp, Central Pacific Financial Corp., City National Corp./Beverly Hills CA, The Colonial BancGroup Inc., Comerica Inc., Commerce Bancshares, Cullen/Frost Bankers Inc., East West Bancorp Inc., Fifth Third Bancorp, First Bancorp/Puerto Rico, First Horizon National Corp., First Midwest Bancorp Inc./IL, FirstMerit Corp., Fulton Financial Corp., Glacier Bancorp Inc., Huntington Bancshares Inc./OH, Keycorp, M&T Bank Corp., Marshall & Ilsley

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Corp., National City Corp., Old National Bancorp, PNC Financial Services Group Inc., Popular Inc., Prosperity Bancshares Inc., Provident Bankshares, The South Financial Group Inc., Sterling Financial Corp./WA, Susquehanna Bancshares Inc., SVB Financial Group, Synovus Financial Corp., TCF Financial Corp., Trustmark Corp., UCBH Holdings Inc., Umpqua Holdings Corp., United Bankshares Inc., Valley National Bancorp, Westamerica Bancorporation, Whitney Holding Corp., Wilmington Trust Corp., Wintrust Financial Corp. and Zions Bancorporation. The Mid-Cap Bank Performance Index was modified by the Committee in March 2007 due to mergers and acquisitions as follows: First Republic was replaced by Prosperity Bancshares Inc. Compass Bancshares Inc. was replaced by Comerica, and Mercantile Bankshares was replaced by Provident Bankshares.

²(2)

The Committee uses the average of three performance measures to determine the financial performance score: 1) earnings per share, growth2) Tier 1 capital, and 3) loan loss reserves. If EPS exceeds the budgeted amount by 4%, 2% to assign a score relating to the Company's financial performance. If earnings per share growth is above, 8%, 6%, 4%, or up to 2%, respectively,the Committee assigns a score of "5", "4", '3"5, 4, or 3, respectively. If EPS is below budget by 2% to 4%, or "2" is assigned. If earnings per share growth is below 2%by more than 4%, the Committee assigns a score of "1"2 or 1, respectively. If Tier 1 capital is assigned.12% or more, 11% to 12%, 10% to 11%, 9% to 10%, or less than 9%, the Committee assigns a score of 5, 4, 3, 2, or 1, respectively. If the Company's loan loss reserves as a percent of total loans are above 2%, 1.9% to 2%, 1.8% to 1.9%, 1.7% to 1.8%, or 1.6% to 1.7%, the Committee assigns a score of 5, 4, 3, 2, or 1, respectively.

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        As indicated in the table above, the Committee assigned a score of "4""5" for the stock performance criteria because the Company's stock performance was in the secondtop quartile as measured by the Mid-Cap Bank Performance Index, and a score of "5""3.67" for the financial performance criteria.criteria because Tier 1 capital was more than 12%, loan loss reserves as a percent of outstanding loans was above 2%, and earnings per share was more than 4% below budget. With respect to the judgment based criteria, the Committee's evaluation is based on its subjective assessment of the CEO's performance in these areas. As noted above, the Compensation Committee assigned a score of "5" in two of these categories and a score of "4.75" in the "Other" category, resulting in a final weighted score of 4.254.55 to the CEO.

        In 2009, because risk management was particularly important to the Company, the Committee made two of the three financial performance criteria risk related. The specified criteria are generally not adjusted during the year, except, in the Committee's discretion, in the event of certain unanticipated transactions affecting the Company. The Committee did not make any such adjustments in 2008.2009. Certain adjustments also may be made by the Committee with respect to awards granted to individuals who are promoted or change job responsibilities during the performance period. The Committee did not make any such adjustments for the CEO or named executive officers in 2008.2009.

        The Committee believes that stock performance and financial performance correlate most closely with the objectives of the Company and that the more subjective elements can be assessed through survey data. The Committee determined the final bonusincentive payment based on a subjective determination that takes into consideration the results of the scoring system, but which is not determined by reference to a specific formula driven off the numerical score. Based on this evaluation, the Committee awarded the CEO a bonusan incentive payment of $600,000 (approximately 80%$540,000 (72% of base salary), equal to10% lower than the CEO bonusincentive payment of $600,000 in 2007.2008.

        The bonusincentive amounts payable to each of the other named executive officers is determined by a similar process that does not include formal scoring but takes into account individual business unit objectives, as well as the individual's performance, scope of responsibilities and market data. The CEO makes an initial recommendation to the Committee as to the final bonuses ofincentive awards for each of the other named executive officers for the Committee's consideration. The Committee has the discretion to accept, reject, or modify the CEO's recommendations. For 20082009 compensation determinations, the Committee recognized the strong performance and leadership provided by the President and Chief Risk Officer, in particular. The Committee accepted and approved the CEO's bonusincentive recommendations (as reflected in the Summary Compensation Table) for the other named executive officers.

        In addition to the awards under the Executive Incentive Plan, the Committee may pay discretionary cash bonusesawards to executives. In paying discretionary bonuses,awards, the Committee considers recommendations from the CEO, changes in position, and an assessment of individual performance. These cash bonusesawards will not qualify as performance-based compensation under Section 162(m).

        In 2008, the Committee approved the "Cash for Equity Program." The program is intended to be an alternative to equity based compensation. The goals of the program are to accelerate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. The program also assists executives in meeting the Company's Stock Ownership Guidelines. During 2008, Senior Executive Vice Presidents, Executive Vice Presidents and Senior Vice Presidents were collectively paid $4,560,000 to increase their stock holdings in the Company.

        On December 19, 2008, the Committee granted Mr. Ho a cash award of $1,250,000 under the Cash for Equity Program in recognition of his 2008 leadership and performance, and his commitment to help lead Bank of Hawaii in the future. The Committee approved the payment with the expectation that Mr. Ho will use a substantial portion of the grant to increase his holdings of the Company's common stock. In addition, under the terms of the grant, Mr. Ho agreed to repay a pro-rata portion of the grant, based on the remaining days in the four-year term, if his employment terminates prior to January 1, 2013.

        In April 2008, the Committee awarded a $75,000 cash bonus to Mr. Ho in recognition of the increased responsibilities associated with his promotion to President.

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        In April 2008, the Committee awarded Ms. Sellers $50,000, and in January 2009, Mr. Ho was awarded $20,000 for their leadership and performance.

Long-Term and Equity-based Compensation and Cash for Equity

        Long-term incentives are intended to encourage decision-making with the long-term interests of the Company in mind, to retain and reward management and to align the interests of shareholders and executives through the achievement of the Company's strategic business plan.

        Equity awards can be an important component of total compensation and reflect the Committee's strategy of balancing short and long-term incentives in structuring executive officer compensation and aligning the interest of the executives with those of shareholders.

        In accordance with the Company's equity compensation plans, the Committee may grant stock options, restricted stock awards or restricted stock units. However, it currently expects to award shares of restricted stock or restricted stock units to the extent, if any, it utilizes equity compensation as part of the overall compensation program.

        As mentioned above, in 2008, the Committee approved the Cash for Equity Program. The program is intended to be an alternative to equity based compensation. The goals of the program are to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. The program also assists executives in meeting the Company's Stock Ownership Guidelines. The amounts paid to the named executive officers under this program are listed in the "Bonus" column in the Summary Compensation Table. Grants currently being issued under this program for named executive officers include long-term retention terms which call for repayment of a pro-rata portion of the grant if the executive leaves prior to the end of the term.

        The amount of the long-term incentive grant awards is subjectively determined, taking into account position and job responsibilities, individual performance, Company performance, future potential contributions to the Company, internal pay parity, and market survey data. In addition, the Committee may review additional factors to determine the size, frequency and type of long-term incentive grants. These factors may include the tax consequences of the grants to the individual and the Company, accounting impact, potential dilutive effects, potential future stock values and the number of shares remaining available for issuance under the Company's equity incentive plans.

        As determined at the discretion of the Committee, the terms and conditions of awards under the 2004 Stock and Incentive Compensation Plan, including the amount, measurement, vesting and payment of such awards, may be conditioned upon certain performance measures. In the case of awards that are intended to comprise qualified performance-based compensation to covered employees under Section 162(m) of the Internal Revenue Code, the performance measures are limited to one or more, separately or in combination, of the following performance measures: (a) earnings per share (actual or targeted growth); (b) net income after capital charge (NIACC); (c) net income (before or after taxes); (d) return measures (including, but not limited to, return on average assets, risk-adjusted return on capital, or return on average equity); (e) efficiency ratio; (f) full-time equivalency control; (g) stock price (including, but not limited to, growth measures and total shareholder return); (h) noninterest income compared to net interest income ratio; (i) expense targets; (j) margins; (k) operating efficiency; (l) EVA® (economic value added); and (m) customer satisfaction. The performance measures may apply to the Company as a whole or any subsidiary, affiliate, or business unit of the Company.

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        Restricted stock or restricted stock unit awards generally vest based on achievement of one or more performance goals, length of service or both. The discussion under "Grants of Plan-Based Awards" and the footnotes to the "Outstanding Equity Awards at Fiscal Year-End" table disclose the performance criteria that have been used for recent equity awards made to the named executive officers. These criteria include achievement of top quartile total shareholder return based on the Mid-Cap Bank Performance Index, Total Shareholder Return, Earnings Per Share growth, efficiency ratio, NIACC (as more fully defined in the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2009)22, 2010), risk adjusted return on capital (RAROC), return on equity (ROE), direct expense, operating income growth, operating leverage, and credit loss management.

        Additional information regarding stock option and equity awards issued, and the criteria for performance based vesting, is provided in "Grants of Plan-Based Awards" and in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."

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        In 2001, the Committee adopted stock ownership guidelines applicable to the executive officers. The objective of stock ownership guidelines is to align shareholder and management interests. Under the guidelines, the CEO should own Company stock having a market value equal to at least five times base salary, and the other named executive officers should own at least 2.5 times base salary. Stock ownership includes the value of vested stock options, stock units from qualified plans, and other stock held by the executive. The guidelines provide that executives comply with the stock ownership levels within three years of the date that they are hired or promoted to such position within the Company. At December 31, 2008, each named executive officer2009, Messrs. Landon and Ho and Ms. Sellers satisfied the stock ownership guidelines that pertain to them.and Messrs. Lucien and Rossi made substantial progress in meeting the guidelines.

Health, Welfare, Retirement, Perquisites and Other Compensation

        Executive officers are eligible to participate in health and insurance plans, retirement plans, and other benefits generally available to full-time employees. This is consistent with our belief in offering employees basic health welfare and retirement benefits that are competitive in our markets. The retirement programs assist our employees in planning for their retirement income needs. Benefits under our qualified health welfare and retirement plans are not directly tied to specific Company performance. The Committee regularly reviews the value of benefits from the retirement plans.

        Our employees who meet service requirements are eligible to participate in the Company-sponsored Retirement Savings Plan, a tax-qualified defined contribution pension plan.

        We believe that ongoing perquisites should be limited in scope and value. The most significant perquisites as defined by the SEC, relate to moving and relocation expenses.

Nonqualified Deferred Compensation Plans

        The Committee has adopted the Bank of Hawaii Corporation Executive Deferred Compensation Program (the "Deferred Compensation Program"), a program that offers senior management the ability to defer up to 80% of base salary and/or 100% of bonusincentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of such bonusincentive amounts, the income tax liability on such amounts (including any appreciation in value as a result of the deemed investment of such amounts) until payment. This program allows participants to manage their cash flow and estate planning needs. The Company also maintains the Bank of Hawaii Retirement Savings Excess Benefit Plan (the "Excess Benefit Plan"), a non-qualified supplemental retirement benefits plan that compensates participants for benefits that would otherwise be payable under the Company's Retirement Savings Plan but for certain Internal Revenue Code limitations. The Committee believes that this plan is important to ensure equitability in retirement funding amounts between those that fall below and above the IRC limitations. See the discussion under "Nonqualified Deferred Compensation" for additional information regarding the Deferred Compensation Program and the Excess Benefit Plan.

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Benefits under the Executive Deferred Compensation Program and the Retirement Savings Excess Benefit Plan are not directly tied to specific Company performance. The value of these programs is viewed independently by the Committee from the other pay elements. Gains from longer-term incentives are not included in the determination of nonqualified deferred compensation benefits. In 2008, Ms. Thompson2009, Mr. Lucien deferred a portion of her 2007his 2008 award under the non-equity incentive plan.

Employment Agreements

        The Company does not provide employment agreements for any of the named executive officers. The Company believes in a policy of "at will" employment arrangements.

Change In Control

        The Committee believes that it is an important part of an executive's total compensation package to provide for protections in the event of a change in control of the Company. Change in control benefits play

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an important role in attracting and retaining valuable executives. The payment of such benefits ensures a smooth transition in management following a change in control by giving an executive the incentive to remain with the Company through the transition period, and, in the event the executive's employment is terminated as part of the transition, by compensating the executive with a degree of financial and personal security during a period in which he is likely to be unemployed.

        The Change in Control Retention Plan (the "Retention Plan"), provides benefits only in the event that a participant's employment is terminated by the Company without cause or by the participant for "good reason" within 24 months following a change in control. The Committee believes that this encourages executives to remain with the Company upon a change in control. The key provisions of the Retention Plan are:

•

Severance Benefit—a "two times base salary and bonus" payment which is payable in the month following termination of employment.



•

Payment for Noncompetition—an additional "one times base salary and bonus" payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.



•

In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants.

        Each of the named executive officers other than Mr. Landon participates in the Retention Plan. Mr. Landon has not entered into any other type of agreement in lieu of the Retention Plan.

        In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be completely eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Plan. The terms of the Company's 2004 Stock and Incentive Plan provide for full acceleration of vesting of restricted stock and restricted stock units upon the occurrence of a change in control of the Company. We believe that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change in control transaction because such a transaction may often cut short or reduce the employee's ability to realize value with respect to such awards. Similarly, the Executive Incentive Plan provides that bonusincentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date and will be calculated as an amount equal to two times a participant's bonusincentive allocation for the prorated performance period.

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Tax Considerations

        Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million, but excludes "performance based compensation" from this limit. To maintain flexibility in compensating executive officers, the Compensation Committee does not require all compensation to be awarded in a tax deductible manner, but it is its intent to do so to the fullest extent possible and consistent with overall corporate goals. Some compensation payable to our executive officers may exceed the Section 162(m) deduction limit. Approximately $2 million ofIn 2009 there was no compensation paid during 2008 will not be deductible bythat exceeded the Company under Section 162(m). A portion of this amount relates to the vesting of restricted stock awarded in prior years that did not qualify as performance-based compensation. The amount does not correlate to the FAS 123R expense recognized in 2008 for financial statement reporting purposes.deductibility limit.

        Section 409A of the Internal Revenue Code is a relatively new federal tax provision. If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A, the executive would be subject to adverse tax treatment, including accelerated income recognition (in the first year that benefits are no longer subject to a substantial risk of forfeiture) and a 20% penalty tax pursuant to Section 409A. The Internal Revenue Service extended the transition relief period for amending plans to comply with Section 409A through December 31, 2008. The Company has evaluated the impact of Section 409A on its compensation and benefits plans, programs and arrangements and modified them as necessary to comply with the newthese regulations.

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SUMMARY COMPENSATION TABLE

Name and Principal Position			Year			Salary ($)(1)			Bonus ($)			Stock Awards ($)(2)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)(4)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total ($)
Allan R. Landon				2008			750,001			—			1,025,844			—			600,000			—			89,235			2,465,080
	Chairman of the			2007			750,001			—			1,198,019			—			600,000			—			84,554			2,632,574
	Board, Chief Executive Officer			2006			750,001			—			779,075			—			650,000			—			95,683			2,274,759
Peter S. Ho				2008			581,732			1,345,000			591,496			—			480,000			808			84,702			3,083,738
	President, Chief			2007			451,539			—			682,457			—			365,000			(861	)		65,641			1,563,776
	Banking Officer			2006			398,038			—			278,744			—			325,000			160			50,232			1,052,174
Kent T. Lucien				2008			245,057			—			146,203			8,764			160,000			—			873			560,897
	Vice Chairman, Chief Financial Officer
Mary E. Sellers				2008			307,231			50,000			169,135			—			250,000			5,511			42,790			824,667
	Vice Chairman, Chief Risk Officer
Shelley B. Thompson				2008			362,231			—			270,772			—			200,000			—			42,018			875,021
	Vice Chairman, Chief Fiduciary Officer
Daniel C. Stevens				2008			157,846			—			11,825												586,049			755,720
	Former Vice Chairman			2007			212,692			75,000			42,865			—			100,000			—			191,743			622,300
	and Former Chief Financial Officer

Name and Principal Position			Year			Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)(4)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total ($)
Allan R. Landon				2009			750,000			—			—			—			540,000			—			78,723			1,368,723
	Chairman of the Board, Chief			2008			750,001			—			—			—			600,000			—			89,235			1,439,236
	Executive Officer			2007			750,001			—			2,488,687			—			600,000			—			84,554			3,923,242
Peter S. Ho				2009			625,000			—			—			—			450,000			535			79,685			1,155,220
	President, Chief Banking Officer			2008			581,732			1,345,000			—			—			480,000			808			84,702			2,492,242
				2007			451,539			—			1,513,800			—			365,000			(861	)		65,641			2,395,119
Kent T. Lucien				2009			340,000			200,000			—			—			216,000			—			18,279			774,279
	Vice Chairman, Chief Financial			2008			245,057			—			488,012			—			160,000			—			873			893,942
	Officer
Mark A. Rossi				2009			360,000			200,000			—			—			216,000			—			54,099			830,099
	Vice Chairman, Chief Administrative			2008			357,231			—			268,700			—			240,000			—			54,754			920,685
	Officer, General Counsel &			2007			310,961			100,000			213,680			—			220,000			—			279,442			1,124,083
	Corporate Secretary
Mary E. Sellers				2009			310,000			200,000			—			—			222,000			3,733			39,666			775,399
	Vice Chairman, Chief Risk Officer			2008			307,231			50,000			403,050			—			250,000			5,511			42,790			1,058,582

---

(1)

Mr.Messrs. Landon, receivesHo, and Lucien receive no fees or compensation for histheir services on the Board of Directors. Mr. Stevens, a former Vice ChairmanMessrs. Lucien and former Chief Financial Officer of the Company, resigned effective May 30, 2008, and therefore his compensation for 2008 relates to a partial year. See "Change In Control, Terminations and Other Arrangements" for more information. Mr. LucienRossi joined the Company in April 2008 and February 2007, respectively, and therefore histheir compensation relates to a partial year. Mr. Lucien's compensation in 2008 includes $22,750 in director's fees earned while he was a non-management director of the Company.

(2)

AmountsIn 2008 the Company approved the Cash for Equity Program as an alternative to equity based compensation. Awards under this program are included in the "Bonus" column of this table. In 2009 Messrs. Lucien and Rossi and Ms. Sellers each received a Cash for Equity award of $200,000. In 2008 Mr. Ho was granted a cash award of $1,250,000 in recognition of his leadership; terms of the grant include a lump sum payment with the expectation the Mr. Ho will use a substantial portion of the grant to increase his holdings of the Company's common stock. Also, if Mr. Ho's employment terminates prior to January 1, 2013 except for termination due to death, disability or a change-in-control, the terms of the grant call for repayment of a pro-rata portion of the grant adjusted for taxes paid based on the remaining days in the four year term.

(3)

As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent FAS 123R expense recognized in 2008, 2007 and 2006the fair market value of the award on the date of grant for restricted share grants. In December 2005, Mr. Ho's stock award included 7,500 performance based shares for which the performance criteria were not established until February 2007. The 7,500 shares were disclosed as a grant issued in the Company's 2006 proxy at a value of $51.54 per share, or $386,550. Under accounting rules the award was a 2007 grant and would have been disclosed when the value of the Company's stock was $53.42 per share or $400,650. Additional information regarding stock option and equity awards issued to the named executive officers is provided in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested." The FAS 123R expense was based upon the fair market value

Table of the stock on the date of the grant, and expensed over the requisite service period. The assumptions used in the valuation of restricted stock awards for 2008, 2007 and 2006 are included in Note 1 "Share-Based Compensation" to the financial statements contained in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2009. Due to Mr. Stevens' resignation from the Company, he forfeited 3,000 shares in restricted stock.

(3)

Amounts in this column relate to the options Mr. Lucien received as a Director in 2006.

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(4)

All amounts reported under this column relate to awards paid under the Executive Incentive Plan for fiscal years 2009, 2008 2007 and 2006.2007.

(5)

Mr. Ho and Ms. Sellers are the only named executive officers who are participants under the Employees' Retirement Plan of Bank of Hawaii, which was frozen at the end of 1995.

(6)

This column includes retirement plan contributions, profit sharing and insurance premiums. This column also includes perquisites in 20082009 for Mr.Messrs. Ho and Rossi, the value of which was $13,462.$10,632 and $10,685, respectively. The total value of perquisites provided by or paid for by the Company was less than $10,000 for MessrsMessrs. Landon and Lucien, and Stevens, and Mmes.Ms. Sellers and Thompson during 20082009 and the value of any such perquisites is not included in this column for these executive officers.

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        The following table provides additional information about the amounts that appear in the "All Other Compensation" amounts in the Summary Compensation Table for 2009, 2008 2007 and 2006,2007, respectively.

					Bank of Hawaii Retirement Savings Plan 401(k) Matching Contribution ($)(1)			Bank of Hawaii Value Sharing Contribution ($)(2)			Bank of Hawaii Excess Plan Value Sharing Contribution ($)(3)			Bank of Hawaii Retirement Savings Plan Company Fixed Contribution ($)(4)			Bank of Hawaii Excess Plan Company Fixed Contribution ($)(5)			Term Life Insurance ($)(6)			Relocation Expenses ($)(7)			Other Compensation ($)(8)			Total All Other Compensation ($)
Allan R. Landon			2008			—			6,920			33,699			6,900			33,600			8,116			—			—			89,235
			2007			—			6,139			32,062			6,750			35,250			4,353			—			—			84,554
			2006			—			6,802			39,578			6,600			38,400			4,303			—			—			95,683
Peter S. Ho			2008			9,200			6,920			23,822			6,900			23,752			646			—			13,462			84,702
			2007			9,000			6,139			15,050			6,750			16,546			501			—			11,655			65,641
			2006			8,800			6,802			14,008			6,600			13,591			431			—			—			50,232
Kent T. Lucien			2008			—			—			—			—			—			873			—			—			873
Mary E. Sellers			2008			9,200			6,920			9,545			6,900			9,517			708			—			—			42,790
Shelley B. Thompson			2008			9,200			6,920			8,311			6,900			8,287			2,400			—			—			42,018
Daniel C. Stevens			2008			886			—			—			—						379			84,784			500,000			586,049
			2007			—			—			—			—			—			607			157,718			33,418			191,743
			2006			—			—			—			—			—			—			—			—			—

					Bank of Hawaii Retirement Savings Plan 401(k) Matching Contribution ($)(1)			Bank of Hawaii Value Sharing Funding ($)(2)			Bank of Hawaii Excess Plan Value Sharing Funding ($)(3)			Bank of Hawaii Retirement Savings Plan Company Fixed Contribution ($)(4)			Bank of Hawaii Excess Plan Company Fixed Contribution ($)(5)			Term Life Insurance ($)(6)			Other Compensation ($)(7)			Total All Other Compensation ($)
Allan R. Landon			2009						5,402			24,366			7,350			33,150			8,455			—			78,723
			2008			—			6,920			33,699			6,900			33,600			8,116			—			89,235
			2007			—			6,139			32,062			6,750			35,250			4,353			—			84,554
Peter S. Ho			2009			9,800			5,402			19,405			7,350			26,400			696			10,632			79,685
			2008			9,200			6,920			23,822			6,900			23,752			646			13,462			84,702
			2007			9,000			6,139			15,050			6,750			16,546			501			11,655			65,641
Kent T. Lucien			2009			5,212			3,602			1,300			4,900			1,769			1,496			—			18,279
			2008			—			—			—			—			—			873			—			873
Mark A. Rossi			2009			9,800			5,402			7,828			7,350			10,650			2,384			10,685			54,099
			2008			9,200			6,344			10,214			6,325			10,184			1,582			10,905			54,754
			2007			—			—			—			—			—			1,290			278,152			279,442
Mary E. Sellers			2009			9,800			5,402			6,946			7,350			9,450			718			—			39,666
			2008			9,200			6,920			9,545			6,900			9,517			708			—			42,790

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(1)

This column represents the Company match of an individual's salary deferral contributions to the Retirement Savings Plan, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 20082009 was limited to $230,000$245,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.

(2)

For 2008,2009, the total profit-sharing contribution,funding, or "Value Sharing Contribution,Funding," equaled 2.21% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($245,000 in 2009) and Plan provisions, a portion is contributed to the Retirement Savings Plan (columns("Plan"), and 3) if an employee's contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan (column 3). Column 2 and 3 above) equaled 3.01% of eligible compensation. This column represents the cash value portion, which was $1,227 in 2008,sum of the contributioncash portion and the portion contributed to the Plan. For 2009, the cash portion was $942 for Messrs. Landon, Ho, Rossi, and Ms. Sellers, and $550 for Mr. Lucien who became eligible in the 2^nd quarter. The cash portion is based upon a formula using 80% of the Social Security wage maximum and is available to all eligible employees. The Social Security wage maximum was $102,000$106,800 in 2008. This column also includes2009. The value sharing amount contributed to the non-cash portion paid into the Retirement Savings Plan of thewas $4,460 in 2009 for Messrs. Landon, Ho, Rossi and Ms. Sellers. Mr. Lucien's value sharing contribution which was $5,693$3,052 in 2008. These payments are based on amounts in excess of the Social Security related limit previously described, but less than the Internal Revenue Code prescribed limit (which in 2008 was limited to $230,000, of eligible compensation) and is available to all eligible employees.2009 (pro-rata participation).

(3)

For 2008,If an employee's contribution to the total Value Sharing ContributionPlan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Plan equaled 3.01%, of eligible compensation. This column represents the non-cash portion paid into the Excess Benefit Plan of the value sharing contribution in excess of the Internal Revenue Code prescribed limit and is available to all eligible employees.reflected in this column.

(4)

For 2008,2009, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.

(5)

For 2008,2009, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation. This column represents the Company Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Plan, and is available to all eligible employees.

(6)

This column includes the portion of life insurance premiums paid by the Company. The beneficiaries on these insurance policies are named by each executive.

(7)

This column includes relocation expenses and moving allowances for Mr. Stevens in 2008 and 2007.

(8)

For 2008,2009, this column includes the value of perquisites for Mr. Ho.Messrs. Ho and Rossi. These include club membership dues, car services, parking, and home security spouse travel, and taxes paid by the Company.for Mr. Stevens received a lump sum separation payment of $500,000 following his resignation from the Company. See section "Change In Control, Termination and Other Arrangements" of this report for further description of this payment.Ho.

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NONQUALIFIED DEFERRED COMPENSATION

Executive Deferred Compensation Program

        The Company's Deferred Compensation Program is a nonqualified deferred compensation plan that allows senior management (including the named executive officers) to defer up to 80% of their base salary earned for a specified year through the Executive Base Salary Deferral Plan (the "Salary Deferral Plan"), and to defer up to 100% of bonusincentive payments under the Executive Incentive Plan. In 2008, Ms. Thompson2009, Mr. Lucien deferred amounts under the Executive Deferred Compensation Program.

        A participant is always 100% vested in his or her deferred amounts. Deferred amounts under the Deferred Compensation Program are subject to adjustment for appreciation or depreciation in value based on hypothetical investments in one or more investment funds or vehicles permitted by the Compensation Committee and chosen by the participant. A participant's deferred amounts are generally payable beginning on the earliest to occur of (a) a specified time chosen by the participant, or if none, the date that is six months following a separation from service, (b) the participant's death, (c) the participant's disability or (d) an "unforeseeable emergency" (generally, a severe financial hardship resulting from the illness of the participant or his or her spouse or dependent, or other extraordinary and unforeseeable circumstances arising from events beyond the control of the participant). Distributions in the event of an unforeseeable emergency are subject to restrictions and are limited to an amount that is reasonably necessary to satisfy the emergency need. For distributions upon a separation from service or at a specified time chosen by a participant, the participant may choose to receive deferred amounts as a lump sum cash payment or in annual installments over a period not to exceed five years. The amount of each installment will be calculated using the "declining balance method", under which each installment payment is determined by dividing a participant's aggregate unpaid balance by the remaining years in the payment period. For distributions on all other events, payment will be made as a cash lump sum.

        Bank of Hawaii's obligations with respect to deferred amounts under the Salary Deferral Plan and the Executive Incentive Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plans. The assets of the trust are at all times subject to the claims of the Company's general creditors.

Retirement Savings Excess Benefit Plan

        The Excess Benefit Plan is a non-qualified supplemental retirement benefits plan that compensates participants for the amount of benefits that would otherwise be payable under the Company's Retirement Savings Plan but for limitations under Internal Revenue Code Sections 415 and 401(a)(17) as to the amount of annual contributions to, and annual benefits payable under, the Retirement Savings Plan. A participant's accrued benefits under the Excess Benefit Plan are hypothetically invested in one or more Pacific Capital Fundsfunds permitted by the Committee and chosen by the participant, and are adjusted for appreciation or depreciation in value attributable to such hypothetical investments.

        For an individual who first becomes a participant in the Excess Benefit Plan after May 19, 2006, the plan provides that benefits are payable upon a separation from service according to a distribution schedule that is determined by reference to the total amount accrued for the individual under the plan. A participant with:

•

$100,000 or less in deferred amounts will receive a lump sum payment six months after separation from service;



•

more than $100,000 but no more than $300,000 in deferred amounts will receive distributions in two installments;

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•

more than $300,000 but no more than $500,000 in deferred amounts will receive distributions in three installments; and,

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•

more than $500,000 in deferred amounts will receive distributions in five installments

        In each case, the first installment will be paid on the first day of the seventh month following separation from service and subsequent installments will be paid in each subsequent January. An individual who first became a participant in the Excess Benefit Plan on or prior to May 19, 2006 will receive benefits upon the participant's separation from service and may have elected to be paid (a) according to the distribution schedule applicable to individuals who become participants after May 19, 2006, (b) in a lump sum on the first day of the seventh month following separation from service, or (c) in annual installments (not to exceed five) commencing on the first day of the seventh month following separation from service or commencing on an anniversary of the participant's separation from service (not later than the fifth anniversary). The amount of each installment will be calculated using the declining balance method. If a participant dies prior to the full distribution of his or her deferred amounts, however, any unpaid amounts remaining will be distributed in a lump sum.

        The Company's obligations under the Excess Benefit Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the Plan. The assets of the trust are at all times subject to the claims of the Company's general creditors.

        The Company has reviewed the impact of Internal Revenue Code Section 409A on the terms of its nonqualified deferred compensation plans and has amended them as necessary to ensure compliance with Section 409A. See the discussion under "Tax Considerations."

        Set forth below is information regarding the amounts deferred by or for the benefit of the named executive officers in 2008.2009.

Name		Executive Contributions In Last Fiscal Year ($)(1)			Registrant Contributions In Last Fiscal Year ($)(2)			Aggregate Earnings in Last Fiscal Year ($)			Aggregate Withdrawals or Distributions in Last Fiscal Year ($)			Aggregate Balance at Last Fiscal Year-End ($)(3)
Allan R. Landon			—			67,299			7,026			—			330,658
Peter S. Ho			—			47,574			(12,392	)		—			104,286
Kent T. Lucien			—			—			—			—			—
Mary E. Sellers			—			19,062			626			—			32,414
Shelley B. Thompson			16,000			16,598			(6,704	)		—			40,941
Daniel C. Stevens			—			—			—			—			—

Name		Executive Contributions In Last Fiscal Year ($)(1)			Registrant Contributions In Last Fiscal Year ($)(2)			Aggregate Earnings in Last Fiscal Year ($)			Aggregate Withdrawals or Distributions in Last Fiscal Year ($)			Aggregate Balance at Last Fiscal Year-End ($)(3)
Allan R. Landon			—			57,516			1,028			—			398,984
Peter S. Ho			—			45,805			1,854			—			165,728
Kent T. Lucien			80,000			3,069			18,933			—			98,933
Mark A. Rossi			—			18,478			37			—			20,436
Mary E. Sellers			—			16,396			117			—			51,593

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(1)

During 2008, Ms. Thompson2009, Mr. Lucien deferred $16,000$80,000 under the Executive Incentive Plan. The table below shows the funds available under the Executive Deferred Compensation Program and their annual rate

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rate of return for the calendar year ended December 31, 2008,2009, as reported by the administrator of the Executive Deferred Compensation Program.

Name of Fund		Rate of Return			Name of Fund		Rate of Return
Vanguard Prime Money Market Fund			2.77%		Vanguard 500 Index Fund			-37.02%
Vanguard Short-Term Federal Fund			7.04%		Vanguard Growth Equity Fund			-47.86%
Vanguard Target Retirement Income Fund			-10.93%		Vanguard Mid-Cap Index Fund			-41.82%
Vanguard Target Retirement 2005 Fund			-15.82%		Vanguard Windsor Fund			-41.10%
Vanguard Target Retirement 2010 Fund			-20.67%		Vanguard International Growth			-44.94%
Vanguard Target Retirement 2015 Fund			-24.06%		Pacific Capital Growth & Income Fund			-36.39%
Vanguard Target Retirement 2020 Fund			-27.04%		Pacific Capital Growth Stock Fund			-34.85%
Vanguard Target Retirement 2025 Fund			-30.05%		Pacific Capital HG Core Fixed Income Fund			4.81%
Vanguard Target Retirement 2030 Fund			-32.91%		Pacific Capital HG Short Inter. Fixed Income Fund			5.82%
Vanguard Target Retirement 2035 Fund			-34.66%		Pacific Capital International Stock Fund			-47.46%
Vanguard Target Retirement 2040 Fund			-34.53%		Pacific Capital Mid-Cap Stock Fund			-42.45%
Vanguard Target Retirement 2045 Fund			-34.56%		Pacific Capital New Asia Growth Fund			-42.17%
Vanguard Target Retirement 2050 Fund			-34.62%		Pacific Capital Small Cap Fund			-38.70%
Vanguard Wellington Fund			-22.30%		Pacific Capital Value Fund			-34.97%

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Name of Fund		Rate of Return			Name of Fund		Rate of Return
Vanguard Prime Money Market Fund			0.53	%	Vanguard 500 Index Fund			26.49	%
Vanguard Short-Term Federal Fund			2.79	%	Vanguard Growth Equity Fund			33.71	%
Vanguard Target Retirement Income Fund			14.28	%	Vanguard Mid-Cap Index Fund			40.22	%
Vanguard Target Retirement 2005 Fund			16.16	%	Vanguard Windsor Fund			34.69	%
Vanguard Target Retirement 2010 Fund			19.32	%	Vanguard International Growth			41.63	%
Vanguard Target Retirement 2015 Fund			21.30	%	Pacific Capital Growth & Income Fund			20.86	%
Vanguard Target Retirement 2020 Fund			23.10	%	Pacific Capital Growth Stock Fund			26.60	%
Vanguard Target Retirement 2025 Fund			24.81	%	Pacific Capital HG Core Fixed Income Fund			5.44	%
Vanguard Target Retirement 2030 Fund			26.72	%	Pacific Capital HG Short Inter. Fixed Income Fund			6.19	%
Vanguard Target Retirement 2035 Fund			28.17	%	Pacific Capital International Stock Fund			44.43	%
Vanguard Target Retirement 2040 Fund			28.32	%	Pacific Capital Mid-Cap Stock Fund			36.36	%
Vanguard Target Retirement 2045 Fund			28.15	%	Pacific Capital New Asia Growth Fund			47.82	%
Vanguard Target Retirement 2050 Fund			28.31	%	Pacific Capital Small Cap Fund			23.67	%
Vanguard Wellington Fund			22.20	%	Pacific Capital Value Fund			20.59	%

(2)

These amounts represent Excess Plan Company contributions for fiscal year 20082009 which were paid in 20092010 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End. See columns 3 and 5 of the "All Other Compensation Table" located in footnote 6 of the "Summary Compensation Table" for additional details. Mr. Lucien, who joined the Company in 2008, was not yet eligible to participate in the Retirement Savings Plan nor in the Excess Benefit Plan in 2008.

(3)

A portion of each amount listed in this column has been reported in the Summary Compensation Table for prior fiscal years. The amounts previously reported are as follows: Mr. Landon, $294,712$362,011 and Mr. Ho, $81,544.$129,118, Mr. Lucien $0, Mr. Rossi $0, and Ms. Sellers $19,062.

GRANTS OF PLAN-BASED AWARDS

																							All Other Stock Awards; Number of Shares of Stock or Units (#)			All Other Option Awards; Number of Securities Underlying Options (#)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Payouts Under Equity Incentive Plan Awards															Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards
Name		Grant Date			Threshold ($)			Target ($)(1)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
Allan R. Landon			—			—			—			—			—			—			—			—			—			—			—
Peter S. Ho			—			—			—			—			—			—			—			—			—			—			—
Kent T. Lucien			4/25/08																					2,555									138,737
			7/25/08			—			—			—			—			—			—			7,500						—			349,275
Mary E. Sellers			4/24/08			—			—			—			—			—			—			7,500			—			—			403,050
Shelley B. Thompson			—			—			—			—			—			—			—			—			—			—			—
Daniel C. Stevens			—			—			—			—			—			—			—			—			—			—			—

																							All Other Stock Awards; Number of Shares of Stock or Units (#)			All Other Option Awards; Number of Securities Underlying Options (#)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Payouts Under Equity Incentive Plan Awards															Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards
Name		Grant Date			Threshold ($)			Target ($)(1)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
Allan R. Landon			—			—			—			—			—			—			—			—			—			—			—
Peter S. Ho			—			—			—			—			—			—			—			—			—			—			—
Kent T. Lucien			—			—			—			—			—			—			—			—			—			—			—
Mark A. Rossi			—			—			—			—			—			—			—			—			—			—			—
Mary E. Sellers			—			—			—			—			—			—			—			—			—			—			—

---

(1)

ForIn 2009 there were no grants of plan-based awards.

        See the "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested" tables for grants reported in prior years, some of which may have restricted stock awards subject to performance vesting in which the performance criteria for vesting was or will be established subsequent to the grant date.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards															Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)(1)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Allan R. Landon(3)			110,638			—			—			18.80			3/22/11			—			—			—			—
			61,600			—			—			27.01			3/22/12			—			—			—			—
			70,000			—			—			29.92			2/20/13			—			—			—			—
			—			—			—			—			—			—			—			24,547			1,155,182
Peter S. Ho(4)			2,916			—			—			27.01			3/22/12			—			—			—			—
			54,919			—			—			50.72			12/16/15			—			—			7,670			360,950
			—			—			—			—			—			—			—			15,000			705,900
Kent T. Lucien(5)			2,191			—			—			54.31			4/28/16			—			—			—			—
			—			—			—			—			—			982			46,213			—			—
			—			—			—			—			—			—			—			7,500			352,950
Mark A. Rossi(6)			—			—			—			—			—			—			—			2,400			112,944
			—			—			—			—			—			—			—			4,170			196,240
Mary E. Sellers(7)			900			—			—			18.80			3/22/11			—			—			—			—
			4,000			—			—			27.01			3/22/12			—			—			—			—
			9,500			—			—			32.89			4/28/13			—			—			—			—
			21,490			—			—			50.72			12/16/15			—			—			818			38,495
			—			—			—			—			—			4,529			213,135			—			—
			—			—			—			—			—									6,255			294,360

---

(1)

All employee options were vested on December 21, 2005, when the Company elected to accelerate the vesting due to a descriptionchange in accounting rules that went into effect on January 1, 2006. Mr. Lucien's options were granted under the Director Stock Plan in 2006; these options vest one-third each year on the anniversary date and as of December 31, 2009 all of these awards, see section "Compensation Discussion and Analysis—Performanceoptions are vested.

(2)

The amounts in these columns are based variable compensation

        In 2008,on the Company granted restricted sharesclosing stock price of the Company'sBank of Hawaii's common stock toon December 31, 2009 of $47.06.

(3)

In August 2007, Mr. Lucien and Ms. Sellers.

        In April 2008, Mr. LucienLandon received a grant of 2,55549,320 restricted shares, which vest each January through 2010 (with final vesting on January 30, 2009 and on April 30, 2009October 29, 2010) with respect to 745 shares per day providing Mr. LucienLandon remains employed by the Company and subject to the achievement by the Company of positive net income.income for the relevant period. The terms of Mr. Lucien'sLandon's grant also provides that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, the number of shares that will vest will be 67.5 shares per day. On January 30, 2009, Mr. Landon became vested in 16,470 shares. On January 29, 2010, Mr. Landon became vested in 24,547 shares as the Company met the TSR objective.

(4)

In December 2005, Mr. Ho was awarded 26,500 restricted shares. Of these shares, 15,250 were service-based and vest according to the following schedule: 2,000 shares vested on December 16, 2006, 3,875 shares vested on December 17, 2007, 5,625 shares vested on December 16, 2008, and 3,750 shares vested on December 16, 2009. 11,250 were performance-based vesting and vest over four years based on two performance criteria: (1) if the Company's TSR either exceeds 10% or falls within the top quartile of the bank index approved by the Compensation Committee, 100% of the shares available for vesting that year will vest; or (2) if the Company's EPS for the fiscal year increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 11,250 shares, 683 vested in 2007; 2,897 vested in 2008; 4,688 will vest in the first quarter of 2010 as the TSR objective was met, and 170 will be forfeited. The remaining 2,812 shares will vest or be forfeited based on performance. In August 2007, Mr. Ho received 30,000 restricted shares, which vest each March through 2012 with respect to 6,000 shares per year providing Mr. Ho remains employed by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Ho's grant also provide that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's Total Shareholder Return ("TSR")TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's earnings per

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share ("EPS")EPS for any fiscal period increases by 8% or more over the Company's

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EPS for the same period in the prior fiscal year, the number of shares that will vest will be 10.59,000 shares per day.year. On January 30, 2009,March 3, 2008, Mr. LucienHo became vested in 1,7509,000 shares as the Company met the TSR objective for 2007. On March 1, 2010, another 9,000 shares will vest as the Company met the TSR objective for 2009.

(5)

On April 28, 2006, prior to his appointment as Vice Chairman and CFO of the Company, Mr. Lucien was awarded 2,191 stock options under this grant.

the Director Stock Plan. One-third of these options vest each year on the anniversary of the grant date. Also as a non-management director Mr. Lucien received a grant of 483 serviced-based restricted shares on April 28, 2006 and 982 service-based restricted shares on April 27, 2007 under the Director Stock Plan. These shares become fully vested on the third anniversary after grant date provided he remains on the Board of the Company. In July 2008, after his appointment as Vice Chairman and CFO of the Company, Mr. Lucien received a grant of 7,500 restricted shares which vest according to the following schedule providing Mr. Lucien remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: a) on January 30, 2010 with respect to 1,875 of the shares (providing the Company achieves positive net income for the period from April 1, 2009 through December 31, 2009), b) on the last business day of January in each of 2011 and 2012 with respect to 2,500 of the restricted shares, and c) on April 30, 2012 with respect to 625 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year.

On February 1, 2010, 2,813 of these shares vested as the Company met the TSR objective.

(6)

In February 2007, Mr. Rossi was awarded 4,000 restricted shares. Under the terms of this grant, Mr. Rossi is eligible to become vested in up to 1,000 shares (25% of his total grant) in any one calendar year. Mr. Rossi becomes vested as to 600 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012 and 2013 and up to an additional 400 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Rossi will become vested in the following additional shares on each such vesting date (other than (October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 400 shares if the Company's TSR either exceeds 10% of the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 200 shares if the Company's EPS increases by 8% of more over the EPS for the prior calendar year. Under this grant Mr. Rossi became vested in 1,000 shares in 2008, 600 shares in 2009, and on March 1, 2010 another 1,000 shares will vest as the Company met the TSR objective. In April 2008 Ms. SellersMr. Rossi received a grant of 7,5005,000 restricted shares which vest according to the following schedule providing Ms. SellersMr. Rossi remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: a)1) on January 30, 2009 with respect to 1,245830 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 31, 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,8751,250 of the restricted shares, and c) on April 30, 2012 with respect to 630420 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On January 30, 2009, Ms. SellersMr. Rossi became vested in 1,245830 shares under this grant.

        Notwithstanding the general vesting schedules applicable to Mr. Lucien'sgrant and Ms. Sellers' restricted share grants, all restrictions with respect to suchon January 29, 2010 another 1,875 shares will lapse upon the earliest to occur of a change in control of the Company, the recipient's death or the termination of the recipient's employment due to disability.

        See the "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested" tables for grants reported in prior years, some of which may have restricted stock awards subject to performance vesting in which the performance criteria for vesting was or will be established subsequent to the grant date.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards															Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)(1)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Allan R. Landon(3)			110,638			—			—			18.80			3/22/11			—			—			—			—
			61,600			—			—			27.01			3/22/12			—			—			—			—
			70,000			—			—			29.92			2/20/13			—			—			—			—
			—			—			—			—			—			—			—			41,017			1,852,738
Peter S. Ho(4)			2,916			—			—			27.01			3/22/12			—			—			—			—
			54,919			—			—			50.72			12/16/15			3,750			169,388			7,670			346,454
			—			—			—			—			—			—			—			21,000			948,570
Kent T. Lucien(5)			1,461			730			—			54.31			4/28/16			483			21,817			—			—
			—			—			—			—			—			982			44,357			—			—
			—			—			—			—			—			—			—			2,555			115,409
			—			—			—			—			—			—			—			7,500			338,775
Mary E. Sellers(6)			1,500			—			—			13.5625			11/3/10			—			—			—			—
			3,000			—			—			18.80			3/22/11			—			—			—			—
			4,000			—			—			27.01			3/22/12			—			—			—			—
			9,500			—			—			32.89			4/28/13			—			—			—			—
			21,490			—			—			50.72			12/16/15			—			—			818			36,949
			—			—			—			—			—			5,662			255,753			—			—
			—			—			—			—			—									7,500			338,775
Shelley B. Thompson(7)			7,163			—			—			50.72			12/16/15			—			—			409			18,475
			—			—			—			—			—			2,831			127,876			—			—
			—			—			—			—			—			—			—			12,000			542,040

---

(1)

All employee options were vested on December 21, 2005, when the Company elected to accelerate the vesting due to a change in accounting rules that went into effect on January 1, 2006. Mr. Lucien's options were granted under the Director Stock Plan in 2006; these options vest one-third each year on the anniversary date.

(2)

The amounts in these columns are based on the closing stock price of Bank of Hawaii's common stock on December 31, 2008 of $45.17. As of February 27, 2009, the closing price of Bank of Hawaii's common stock was $32.04 per share, reducing the value of the unearned restricted stock awards to the following: Allan R. Landon, 24,547 shares, $786,486; Peter S. Ho, 32,420 shares, $1,038,737; Kent T. Lucien, 9,770 shares, $313,031; Mary E. Sellers, 12,735 shares, $408,029; and Shelley B. Thompson, 15,240 shares, $488,290.

(3)

In December 2003, Mr. Landon received 75,000 restricted shares in recognition of his appointment as President. Of the 75,000 restricted shares, 35,000 were performance-based vesting, and 40,000 were service-based with 10,000 shares vesting each year beginning on March 31, 2005. All of the performance-based restricted stock from this award has vested and on March 31, 2008 the remaining 10,000 service-based shares vested. In May 2004, Mr. Landon received 75,000 restricted shares in recognition of his appointment as Chief Operating Officer. Of the 75,000 restricted shares, 40,000 were performance-based vesting, and 35,000 were service-based restricted shares, with 8,750 vesting each year beginning on March 31, 2005. All of the performance-based restricted stock from this award has vested and on March 31, 2008 the remaining 8,750 service-based shares vested. In August 2007, Mr. Landon received 49,320 restricted shares, which vest each January through 2010 (with final vesting on October 29, 2010) with respect to 45 shares per day providing Mr. Landon remains employed by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Landon's grant also provides that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, the number of shares that will vest will be 67.5 shares per day. On January 31, 2008, Mr. Landon became vested in 8,303 shares as the Company met the TSR objective. On January 30, 2009, Mr. Landon became vested in 16,470 shares.

(4)(7)

In December 2005, Mr. Ho was awarded 26,500 restricted shares. Of these shares, 15,250 were service-based and vest according to the following schedule: 2,000 shares vested on December 16, 2006, 3,875 shares vested on December 17, 2007, 5,625 shares vested on December 16, 2008, and 3,750 shares vest on December 16, 2009. 11,250 were performance-based vesting. Of these 11,250 shares, 683 vested in 2007 and 2,897 vested in 2008. The remaining 7,670 shares will vest or be forfeited based on performance. In August 2007, Mr. Ho received 30,000 restricted shares, which vest each March through 2012 with respect to 6,000 shares per year providing Mr. Ho remains employed by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Ho's grant also provide that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank

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Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, the number of shares that will vest will be 9,000 shares per year. On March 3, 2008, Mr. Ho became vested in 9,000 shares as the Company met the TSR objective.

(5)

On April 28, 2006, prior to his appointment as Vice Chairman and CFO of the Company, Mr. Lucien was awarded 2,191 stock options under the Director Stock Plan. One-third of these options vest each year on the anniversary of the grant date. Also as a non-management director Mr. Lucien received a grant of 483 serviced-based restricted shares on April 28, 2006 and 982 service-based restricted shares on April 27, 2007 under the Director Stock Plan. These shares become fully vested on the third anniversary after grant date provided he remains on the Board of the Company. See "Grants of Plan-Based Awards" above for a discussion of the restricted share grants made to Mr. Lucien in 2008 after his appointment as Vice Chairman and CFO of the Company.

(6)

In April 2003, Ms. Sellers was awarded 10,000 serviced-based restricted shares that vested 10% per year (1,000 shares per year) with additional vesting (up to a maximum of 2,500 total shares per year) if certain efficiency ratio and stock performance objectives were met. In January of 2008, the remaining 2,000 shares under this grant vested. In December 2005, Ms. Sellers was awarded 4,500 restricted shares. Of these shares, 3,000 were service-based and vest according to the following schedule: 750 shares vested on December 16, 2006, 1,500 shares vested on December 17, 2007, and 750 shares vested on December 16, 2008. The remaining 1,500 shares were performance-based vesting and vest over four years based on two performance criteria: (1) if the Company's TSR either exceeds 10% or falls within the top quartile of the bank index approved by the Compensation Committee, 100% of the shares available for vesting that year will vest; or (2) if the Company's EPS for the fiscal year increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 1,500 shares, 273 of these shares vested on February 28, 2007 and2007; 409 shares vested on February 29, 2008. The remaining 8182008; 750 will vest on March 1, 2010 as the TSR objective was met, and 68 shares will vest or be forfeited based on performance.forfeited. Ms. Sellers received a grant of 7,550 restricted shares on February 14, 2007. Under the terms of this grant, Ms. Sellers is eligible to become vested in up to 1,888 shares (25% of her total grant) in any one calendar year. Ms. Sellers becomes vested as to 1,133 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012, 2013, and up to 755 shares on October 31, 2013, provided that on each vesting date she remains an employee of the Company. Ms. Sellers will become vested in the following additional shares on each such vesting date (other than October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 755 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 377 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. In 2008, Ms. Sellers became vested in 1,888 shares under this grant as the Company met the TSR objective. See "Grants of Plan-Based Awards" aboveobjective for a discussion of the restricted share grant made to Ms. Sellers in 2008.

(7)

In November 2005, Ms. Thompson received 5,000 service-based restricted shares. Of these shares, 2,500 vested on November 19, 2007 and 2,500 vested on November 18, 2008. In December 2005, Ms. Thompson was awarded 1,500 restricted shares. Of these shares, 750 were service-based and vest according to the following schedule: 375 shares vested on December 17, 2007, and 375 shares vested on December 16, 2008. The remaining 750 shares were performance-based vesting and 137 of these shares vested on February 28, 2007 and 204 shares vested on February 29, 2008. The remaining 409 shares will vest or be forfeited based on performance. Ms. Thompson received a grant of 3,775 restricted shares on February 14, 2007. Under the terms of this grant, Ms. Thompson is eligible to become vested in up to 944 shares (25% of her total grant) in any one calendar year. Ms. Thompson becomes vested as to 566 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012 and 2013 and up to an additional 378 shares on October 31, 2013, provided that on each vesting date she remains an employee of the Company. Ms. Thompson will become vested in the following additionalanother 1,888 shares on each such vesting date (other than October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 378 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 189 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. In 2008 Ms. Thompson became vested in 944 shares under this grantMarch 1, 2010 as the Company met the TSR objective.objective for 2009. In October 2007,April 2008, Ms. ThompsonSellers received 12,000a grant of 7,500 restricted shares which vest each March beginning in March 2009 through 2011 with respectaccording to 4,000 shares per yearthe following schedule providing Ms. ThompsonSellers remains employed byan employee and the Company and subject to the achievement by the Company ofachieves positive net income for the relevant period. The termsimmediately preceding fiscal period: 1) on January 30, 2009 with respect to 1,245 of Ms. Thompson's grant also provide that,the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on any date that a tranchethe last business day of January in each of 2010, 2011, and 2012 with respect to 1,875 of the restricted shares, is scheduledand c) on April 30, 2012 with respect to 630 of the restricted shares. In each period, an additional 50% of the shares will vest ifprovided that the Company has achieved positive net income andmet at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, the number ofyear. On January 30, 2009, Ms. Sellers became vested in 1,245 shares thatunder this grant and on January 29, 2010 another 2,813 shares will vest will be 6,000 shares per year.as the Company met the TSR objective.

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        The following table includes values realized for stock options exercised, the vesting of restricted stock, and the payouts on performance-based restricted stock units. For further information on the vesting criteria for these restricted stock awards see the table "Outstanding Equity Awards At Fiscal Year-End."

OPTION EXERCISES AND STOCK VESTED

		OPTION AWARDS						STOCK AWARDS
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Allan R. Landon(1)			0			0			27,053		$	1,346,642
Peter S. Ho(2)			0			0			17,522		$	808,871
Kent T. Lucien			0			0			0			0
Mary E. Sellers(3)			0			0			5,047		$	239,567
Shelley B. Thompson(4)			0			0			4,023		$	176,229
Daniel C. Stevens(5)			0			0			1,000		$	48,020

		OPTION AWARDS						STOCK AWARDS
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Allan R. Landon(1)			0			0			16,470		$	590,779
Peter S. Ho(2)			0			0			9,750		$	356,303
Kent T. Lucien(3)			0			0			3,038		$	107,439
Mark A. Rossi(4)			0			0			1,430		$	48,216
Mary E. Sellers(5)			3,600		$	92,477			2,378		$	79,487

---

(1)

Shares acquired during 20082009 were comprised of 10,000 service-based shares from the December 2003 grant, and 8,750 service-based shares from the May 2004 grant. These shares vested on March 31, 2008 when the fair market value of the Company's stock was $49.56. Shares acquired during 2008 also include 8,30316,470 performance-based shares from the August 2007 grant which vested on January 31, 200830, 2009 when the fair market value of the Company's stock was $50.27.$35.87.

(2)

Shares acquired during 20082009 were comprised of 5,6253,750 service-based shares from the December 2005 grant which vested on December 16, 20082009 when the fair market value of the Company's stock was $42.54.$45.83. Shares acquired during 20082009 also include 2,897 performance-based shares from the December 2005 grant which vested on February 29, 2008 when the fair market value of the Company's stock was $48.02. Also acquired during 2008 were 9,0006,000 performance-based shares from the August 2007 grant which vested on March 3, 20082, 2009 when the fair market value of the Company's stock was $47.83.$30.74.

(3)

Shares acquired during 20082009 were comprised of 2,000 service-based1,750 performance-based shares from the April 20032008 grant which vested on January 30, 20082009 when the fair market value of the Company's stock was $48.68. Shares acquired during 2008 also include 750 service-based$35.87 and 805 performance-based shares from the December 2005same grant which vested on December 16, 2008April 30, 2009 when the fair market value of the Company's stock was $42.54. Also$35.14. Shares acquired during 2008 were 409 performance-based2009 also include 483 director shares from the December 2005April 2006 director grant and 1,888 serviced-based shares from the February 2007 grant, all of which vested on February 29, 2008April 28, 2009 when the fair market value of the Company's stock was $48.02.$33.91.

(4)

Shares acquired during 20082009 were comprised of 2,500 serviced based600 serviced-based shares from the November 2005February 2007 grant which vested on November 18, 2008March 2, 2009 when the fair market value of the Company's stock was $42.06.$30.74. Shares acquired during 20082009 also include 375 serviced-based830 performance-based shares from the December 2005April 2008 grant which vested on December 16, 2008January 30, 2009 when the fair market value of the Company's stock was $42.54. Also$35.87.

(5)

Shares acquired during 20082009 were 204 performance-based shares from the December 2005 grant and 944comprised of 1,133 serviced-based shares from the February 2007 grant all of which vested on February 29, 2008March 2, 2009 when the fair market value of the Company's stock was $48.02.

(5)

$30.74. Shares acquired during 2008 were comprised of 1,0002009 also include 1,245 performance-based shares from the May 2007April 2008 grant which vested on February 29, 2008January 30, 2009 when the fair market value of the Company's stock was $48.02.$35.87. Options exercised in 2009 include 1,500 options granted on November 3, 2000 with an exercise price of $13.5625; these options were exercised on July 29, 2009 when the fair market value of the Company's stock was $38.38 for a value realized on exercise of $37,226. Options exercised in 2009 also include 2,100 options granted on March 22, 2001 with an exercise price of $18.80; these options were exercised on November 2, 2009 when the fair market value of the Company's stock was $45.11 for a value realized on exercise of $55,251.

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Equity Compensation Plan Information

        The following table contains information with respect to all of the Company's compensation plans (including individual compensation arrangements) under which securities are authorized for issuance as of December 31, 2008.2009.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights A			Weighted-average exercise price of outstanding options, warrants and rights B			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(A)) C
Equity compensation plans approved by security holders			1,412,760		$	32.42			1,149,249

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights A			Weighted-average exercise price of outstanding options, warrants and rights B			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(A)) C
Equity compensation plans approved by security holders			1,296,835		$	32.93			1,140,120

PENSION BENEFITS

        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)cash awards). 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 were increased in proportion to the increase in the participant's average annual salary. As of December 31, 2000, the benefits under the Retirement Plan were completely frozen and not subject to increase for any additional years of service or increase in average annual salary. Peter S. Ho and Mary E. Sellers are the only named executive officers who are participants in the Retirement Plan. A summary of their benefits are listed below:

Name		Plan Name		Number of Years of Credited Service (#)			Present Value of Accumulated Benefits ($)			Payments During Last Fiscal Year ($)
Peter S. Ho		Employees' Retirement Plan of Bank of Hawaii			2		$	3,923			0
Mary E. Sellers		Employees' Retirement Plan of Bank of Hawaii			7		$	32,504			0

Name		Plan Name		Number of Years of Credited Service (#)			Present Value of Accumulated Benefits ($)			Payments During Last Fiscal Year ($)
Peter S. Ho		Employees' Retirement Plan of Bank of Hawaii			2			4,458			0
Mary E. Sellers		Employees' Retirement Plan of Bank of Hawaii			7			36,237			0

CHANGE IN CONTROL, TERMINATION AND OTHER ARRANGEMENTS

        Bank of Hawaii's Change in Control Retention Plan (the "Retention Plan") provides a participant with benefits in the event that the participant's employment is terminated by the Company without cause or by the participant for "good reason" within 24 months following a change in control of the Company. All of the named executive officers except Mr. Landon are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chairman or above being eligible for the higher tier of benefits. Each of the named executive officers other than Mr. Landon is eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawaii), non-solicitation of business and employees, and non-disparagement restrictions.

        In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be completely

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eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Plan.

        Under the Retention Plan, 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 combined voting power of the Company's securities that are entitled to vote for the election of directors;



•

a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity's securities that are entitled to vote for the election of directors); or



•

individuals who constituted the Board of Directors as of April 30, 2004 cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party of other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004 or other directors approved by them).

        A participant is deemed to have "good reason" if one or more of the following occur after a change in control without the participant's written consent:

•

a material reduction in the participant's base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;



•

a material reduction in the authority, duties or responsibilities of the participant's supervisor;



•

the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant's base of employment immediately prior to the change in control; or



•

any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant's employment agreement.

        The terms of the Company's 2004 Stock and Incentive Plan provide for full acceleration of vesting of restricted stock and restricted stock units upon the occurrence of a change in control of the Company. Similarly, the Executive Incentive Plan provides that bonusincentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date, and will be calculated as an amount equal to two times a participant's bonusincentive allocation for the prorated performance period.

        The table below sets forth the benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change in control provisions on December 31, 2008.2009.

		Base Salary and Bonus Payment (1)			Executive Incentive Plan Payment (2)			Health Benefits (3)			Outplacement (4)			Relocation Payment (5)			Acceleration of Restricted Stock (6)			Non- competition Payment (7)			Tax Gross Up (8)			Total
Allan R. Landon(9)		$	0		$	1,500,000		$	0		$	0		$	0		$	1,108,788		$	0		$	0		$	2,608,788
Peter S. Ho			2,250,000			1,000,000			38,787			20,480			150,000			1,464,411			1,125,000			1,522,489			7,571,167
Kent T. Lucien			1,139,000			306,000			13,408			20,480			150,000			441,311			569,500			950,564			3,590,263
Mary E. Sellers			1,038,500			418,500			14,846			20,480			150,000			575,240			519,250			755,569			3,492,385
Shelley B. Thompson			1,222,750			492,750			12,935			20,480			150,000			507,711			611,375			816,648			3,834,649

		Base Salary and Bonus Payment(1)(9)			Executive Incentive Plan Payment(2)(9)			Health Benefits(3)			Outplacement(4)			Relocation Payment(5)			Acceleration of Restricted Stock(6)(9)			Non- competition Payment(7)			Total
Allan R. Landon(8)			—		$	1,500,000			—			—			—			—			—		$	1,500,000
Peter S. Ho		$	2,250,000		$	1,000,000		$	43,088		$	20,881		$	150,000		$	414,693		$	1,125,000		$	5,003,662
Kent T. Lucien		$	495,596		$	459,000		$	27,352		$	20,881		$	150,000			—		$	569,500		$	1,722,329
Mark A. Rossi		$	1,206,000		$	486,000		$	29,637		$	20,881		$	150,000		$	133,265		$	603,000		$	2,628,783
Mary E. Sellers		$	1,038,500		$	418,500		$	16,419		$	20,881		$	150,000		$	157,278		$	519,250		$	2,320,828

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(1)

Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant's highest annual base salary in the three fiscal years preceding termination of employment (the "Highest

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"Highest Base Salary"), and (b) two times the product of the participant's annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant's Highest Base Salary. Amounts would be payable in a lump sum in the month following termination.