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Appendix A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

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Your VOTE is important!

Notice of 20112012
Annual Meeting of Shareholders
and Proxy Statement

Meeting Date: April 22, 201127, 2012

Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813

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BANK OF HAWAII CORPORATION
130 Merchant Street
Honolulu, Hawaii 96813

March 11, 201116, 2012

Dear Shareholder:

        The 20112012 Annual Meeting of shareholdersShareholders of Bank of Hawaii Corporation will be held on Friday, April 22, 201127, 2012 at 8:30 a.m. on the SixthFifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii. Each shareholder may be asked to present valid picture identification. Shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date.

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

        For reasons explained in the accompanying Proxy Statement, the Board of Directors recommends that you vote FOR proposals 1, 2, 4 and 5,Proposal 1: Election of Directors, FOR Proposal 2: Advisory Vote on Executive Compensation, and FOR the one-year recommendation on Proposal 3 regarding the frequency vote on executive compensation.3: Ratification of Selection of an Independent Registered Public Accounting Firm.

        Your vote is very important.    Please complete, sign, date and return the enclosed proxy card and mail it promptly in the enclosed postage-paid return envelope, even if you plan to attend the Annual Meeting. You may also vote by telephone or electronically via the Internet. If you wish to do so, your proxy may be revoked at any time before voting occurs.

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

		Sincerely,
		PETER S. HO Chairman of the Board, President, and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 22, 201127, 2012

To Our Shareholders:

        The Annual Meeting of shareholders of Bank of Hawaii Corporation will be held on Friday, April 22, 2011,27, 2012, at 8:30 a.m. on the SixthFifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii, for the following purposes:

1.

To elect thirteen persons to serve as directors of the Company for a term of one year each.



2.

To hold an advisory vote on executive compensation.



3.

To hold an advisory vote on the frequency of holding future advisory votes on executive compensation.



4.

To approve an amendment to the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (the "Plan") to increase the number of shares of common stock available for grant under the Plan.



5.

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



6.4.

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

        Shareholders of record of Bank of Hawaii Corporation common stock (NYSE: BOH) at the close of business on February 28, 201129, 2012 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 ifby telephone or electronically via the internet, or you may 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

Honolulu, Hawaii
Dated: March 11, 201116, 2012

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting of Shareholders to be Held on April 22, 2011
27, 2012

        The Proxy Statement and the Bank of Hawaii Corporation 20102011 Annual Report on Form 10-K to Shareholders for the year ended December 31, 20102011 are available at www.edocumentview.com/boh. We encourage you to access and review all of the information in the proxy materials before voting.

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PROXY STATEMENT

        The Board of Directors (the "Board") of Bank of Hawaii Corporation (Bankis soliciting the enclosed proxy for the Company's 2012 Annual Meeting of Shareholders. The Bank of Hawaii Corporation and its subsidiaries, as appropriate, are referred to herein as "Bank of Hawaii" or the "Company") is soliciting the enclosed proxy for the Company's 2011 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 11, 2011.16, 2012.

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 of the Securities and Exchange Commission (the "SEC") 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 receivedare receiving the Notice.Notice this year. 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, an amendment to the Company's 2004 Stock and Incentive Compensation Plan to add 2.5 million shares, and, on an advisory and nonbinding basis, on the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, and on the frequency of the vote on executive compensation, as well as any other business that may be properly brought before the meeting.

Q.    Why am I being asked to vote on executive compensation?

A:

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") was enacted, requiring that public company shareholders be provided with a general advisory vote to approve the compensation paid to named executive officers. This vote is non-binding and must occur at least once every three years. The Act also requires a vote as to how frequently the general advisory vote should occur (annually, biannually or triennially). This frequencyAt the Annual Meeting of Shareholders in 2011, our shareholders strongly supported an annual vote is also non-bindingon executive compensation and, must be provided at least every six years.in light of that preference, the Board determined to hold the advisory vote annually until next determined in 2014.

Q:    Who canmay 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 28, 201129, 2012 (the "Record Date") canare entitled to attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were 47,990,76045,989,815 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

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the Internet. We also count abstentions and broker non-votes as present for purposes of




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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, NYSE Rule 452 eliminated 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 whichas this 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. This rule also applies to the new advisory vote on executive compensation and the advisory vote on the frequency of the vote on executive compensation.

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 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.




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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




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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 preliminary voting results at the annual meeting. We also will publish thosefinal voting results in a report on Form 8-K within 4 business days of the annual meeting.

Q:    Who will count the votes?

A:

Computershare Investor Services will count and tabulate the votes.

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 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 1003910038 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




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the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services, LLC (1-888-660-5443).




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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 2012 shareholder meeting2013 Annual Meeting of Shareholders 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 2012 annual meeting2013 Annual Meeting of shareholdersShareholders must be made in accordance with U. S. Securities and Exchange Commission ("SEC")SEC Rule 14a-8. Proposals must be received by the Company's Corporate Secretary on or before November 12, 201116, 2012 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 20122013 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 20112012 annual meeting; in other words, no later than February 2, 20127, 2013 and no earlier than January 23, 2012.28, 2013. (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.




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PROPOSAL 1: ELECTION OF DIRECTORS


BOARD OF DIRECTORS


        The Company's Certificate of Incorporation requires at leastthat the Company's Board consist of not fewer than three directors and nonot more than 15 persons.directors. The Board has fixed the number of directors at thirteen. Each of the thirteen directors listed below shall behas been nominated for a one-year term to serve until the 20122013 Annual Meeting of shareholdersShareholders and until their successors are elected and qualified. 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 strengthstrengths 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                        .


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; 61;62; 2004		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 from 2000 through 2010 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.Hawaii, and the Smithsonian's National Museum of the American Indian. 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 Governance Committee on which all of the independent directors serve.		—




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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
Mary G. F. Bitterman; 66;67; 1994		President and Director of the Bernard Osher Foundation (a 33-year-old35-year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts) since 2004. Lead Independent Director of 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"), in 2009, she was a member of the BGI board for nine years, serving on the Audit & Risk 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, the Hawaii Community Foundation, Board Chair of the Commonwealth Club of California and Board Chair 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-charteredstate- chartered banks, her service on the board of a large mutual fund complex and its key committees, and her over 1517 years on the Company's Board provide her with expertise across a range of issues of critical importance to 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
Mark A. Burak; 62;63; 2009		Retired. Formerly an independent consultant providing planning and business performance evaluation advisory services, 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 electappoint him to its Audit & Risk 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 Governance 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
Michael J. Chun; 67;68; 2004		President and Headmaster of Kamehameha Schools—Kapalama (a college preparatory school serving children of Hawaiian ancestry) since 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 asat 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 Governance Committee on which all of the independent directors serve.		Alexander & Baldwin, Inc.
Clinton R. Churchill; 67;68; 2001		Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992 (Chairman 1998, 2000, 2004, 2008)2008, and 2012). 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. Mr. Churchill serves as a member of the Military Affairs Council and President of the Pacific Aviation Museum at Pearl Harbor. He serves on the board of Hawaii Pacific Health and is a member of their Audit Committee. 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 (now the James Campbell Company LLC), 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 as 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 electappoint him to its Audit & Risk Committee, which he chairs. Along with all of the other independent directors, Mr. Churchill also serves on the Board's Nominating and Governance 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
David A. Heenan; 70;71; 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)2001, 2005, and 2009). 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.chairs. Along with all of the other independent directors, Dr. Heenan also serves on the Board's Nominating and Governance Committee.		Maui Land & Pineapple Co., Inc.
Peter S. Ho; 45;46; 2009		Chairman and Chief Executive Officer of the Company since July 2010; President 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. Mr. Ho has been a director of Bank of Hawaii, the Company's major subsidiary, since 2005. In 2010 Mr. Ho was named Chairman of the 2011 Hawaii Host Committee for the Asia Pacific Economic Cooperation (APEC), the premier forum for Asia-Pacific economies to cooperate on regional trade and investment issues. Mr. Ho is active in the Hawaii community and serves on several boards, including the Hawaii Community Foundation, the Hawaii Chapter of the American Red Cross, the GIFT Foundation, the Strong Foundation, and the Hawaii Bankers Association. He is a member of the Financial Services Roundtable, the Hawaii Business Roundtable, the State of Hawaii Tax Review Commission, and the Hawaii Business Roundtable.Asia Pacific Association. 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; 65;67; 2000		Managing Member of FTV Management Company, L.P., (a private equity management company) since 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 is a director of Caplin Systems, Ltd, Cloudmark, Inc, and Financial Engines Inc. Previously he was a senior consultant to Montgomery Securities. He has served as Senior Vice President, Finance and Trust Executive Officer at the Bank of California. Mr. Huret was also Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation. He has 4243 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 electappoint him to its Audit & Risk Committee, to designate him as a financial expert, and to appoint him Vice Chairman of the Committee. Along with all of the other independent directors, Mr. Huret also serves on the Board's Nominating and Governance Committee.		—Financial Engines, Inc
Kent T. Lucien; 57;58; 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 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 & Risk 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.




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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
Martin A. Stein; 70;71; 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 electappoint him to its Audit & Risk Committee. Along with all of the other independent directors, Mr. Stein also serves on the Board's Nominating and Governance Committee.		—
Donald M. Takaki; 69;70; 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 1315 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; 62;63; 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 herBoard. Her management and business ownership background align her views on the Compensation Committee, which she serves, with those of shareholders. Along with all of the other independent directors, Ms. Tanabe also serves on the Board's Nominating and Governance Committee.		—
Robert W. Wo; 58;59; 2002		Owner and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984. Under Mr. Wo's leadership, this third generation family-ownedfamily 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, 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 major employer in the state, qualify him for service on the Compensation and Executive Committees as well asCommittee in addition to his role as a director. Along with all of the other independent directors, Mr. Wo also serves on the Board's Nominating and Governance Committee.		—




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BENEFICIAL OWNERSHIP


        At the close of business on February 14, 2011,2012, Bank of Hawaii had 47,959,70345,904,973 shares of its common stock outstanding. As of February 14, 2011,2012, this table shows how muchthe amount of 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 February 14, 2012
BlackRock, Inc.(1) 40 East 52nd Street New York, NY 10022			5,461,393			0			5,461,393			11.76	%
S. Haunani Apoliona			10,772	(2)		13,248			24,020			*
Mary G. F. Bitterman			29,640	(2)(3)		13,248			42,888			*
Mark A. Burak			2,890	(2)		0			2,890			*
Michael J. Chun			16,254	(2)(3)		13,248			29,502			*
Clinton R. Churchill			25,580	(2)(3)(5)		13,248			38,828			*
David A. Heenan			41,973	(2)(4)		13,248			55,221			*
Robert Huret			25,797	(2)		13,248			39,045			*
Martin A. Stein			10,724	(2)		13,248			23,972			*
Donald M. Takaki			33,292	(2)		13,248			46,540			*
Barbara J. Tanabe			18,087	(2)		13,248			31,335			*
Robert W. Wo			32,405	(2)(3)		13,248			45,653			*
Peter S. Ho			101,281			57,835			159,116			*
Kent T. Lucien			47,970	(3)(6)		2,191			50,161			*
Mark A. Rossi			36,930	(7)		0			36,930			*
Mary E. Sellers			52,538			34,990			87,528			*
Peter M. Biggs			24,667			0			24,667			*
Directors, nominees and executive officers as a group (19 persons)			571,098			289,087			860,185			1.9	%

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Name			Number of Shares Beneficially Owned			Right to Acquire Within 60 Days			Total			Percent of Outstanding Shares as of February 14. 2011
BlackRock, Inc.(1)				4,426,159			0			4,426,159			9.18	%
	40 East 52nd Street
	New York, NY 10022
The Vanguard Group, Inc.(2)				2,711,581			0			2,711,581			5.62	%
	100 Vanguard Blvd.
	Malvern, PA 19355
S. Haunani Apoliona				9,148	(3)		16,248			25,396				*
Mary G. F. Bitterman				25,878	(3)(4)		16,248			42,126				*
Mark A. Burak				1,800			0			1,800				*
Michael J. Chun				13,580	(3)(4)		16,248			29,828				*
Clinton R. Churchill				16,413	(3)(4)(6)		16,248			32,661				*
David A. Heenan				37,074	(3)(5)		16,248			53,322				*
Robert Huret				21,084	(3)		16,248			37,332				*
Martin A. Stein				6,634			16,248			22,882				*
Donald M. Takaki				28,159	(3)		16,248			44,407				*
Barbara J. Tanabe				17,277	(3)		16,248			33,525				*
Robert W. Wo				26,426	(3)(4)		16,248			42,674				*
Allan R. Landon				101,073			0			101,073				*
Peter S. Ho				80,071			57,835			137,906				*
Kent T. Lucien				34,900			2,191			37,091				*
Derek J. Norris				19,861			4,776			24,637
Mark A. Rossi				27,076			0			27,076
Mary E. Sellers				42,206			35,890			78,096				*
Directors, nominees and executive officers as a group (20 persons)				567,190			356,780			923,970			1.9	%

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*

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

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 its Schedule 13G filed with the SEC on February 2, 2011,January 10, 2012, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Japan Co. Ltd, BlackRock




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Asset Management Deutschland AG, State Street Research & Management Company, BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock




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Investment Management, LLC, BlackRock (Luxembourg) S.A., and BlackRock International Ltd, (collectively referred to as "BlackRock") may be deemed to have beneficial ownership as of December 31, 20102011 of 4,426,1595,461,393 shares of Bank of Hawaii common stock owned by numerous investment advisory or bankits clients, none known to have more than five percent except subsidiary BlackRock Fund Advisors.Advisors and iShares DJ Select Dividend Index Fund, an investment company registered under the Investment Company Act of 1940. According to the same filing, BlackRock has sole power to vote or to direct the vote over 4,426,1595,461,393 of those shares, and sole power to dispose or to direct the disposition of 4,426,1595,461,393 shares.

(2)

According to the information furnished by them, The Vanguard Group, Inc. ("VGI") is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as 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 SEC on February 10, 2011, VGI, in its capacity as investment adviser, may be deemed to have beneficial ownership as of December 31, 2010 of 2,711,581 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 32,766 of those shares, sole power to dispose or to direct the disposition of 2,678,815shares, and shared power to dispose or to direct the disposition of 32,766 shares.



(3)

Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 4,6985,750 shares; Ms. Bitterman, 1,0381,090 shares; Mr. Burak, 1,090 shares; Mr. Chun, 7,83810,890 shares; Mr. Churchill, 6,80010,890 shares; Mr. Heenan, 12,83815,890 shares; Mr. Huret, 1,0381,090 shares; Mr. Stein, 1,090 shares; Mr. Takaki, 11,83814,890 shares; Ms. Tanabe, 1,0381,090 shares; and Mr. Wo, 7,83810,590 shares. Includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 4,5114,700 shares; Heenan, 19,22620,035 shares; Huret, 14,81215,435 shares; Takaki, 11,88712,930 shares; and Wo, 6,1518,040 shares; and Ms. Tanabe, 6,9337,224 shares.



(4)(3)

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, 5,7135,953 shares, Mr. Chun, 5,7424,326 shares, Mr. Churchill, 3158,005 shares, Mr. Wo, 3,400 shares, and Mr. Wo, 3,400Lucien, 5,500 shares.



(5)(4)

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.



(6)(5)

Includes 500 shares held in an Individual Retirement Account.



(6)

Includes 1,000 shares held in a Keogh account.



(7)

Includes 1,890 shares held in an Individual Retirement Account.


CORPORATE GOVERNANCE


Corporate Governance Guidelines

        The Company and the Board have adopted Corporate Governance Guidelines ("Governance Guidelines"). The Governance Guidelines are posted on the Company's Investor Relations website at 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.

        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 serve as Chairman and CEO to control and implement the short- and




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long-term strategies of the Company, particularly inCompany. The Board believes that this joint position provides them with the current environment facing financial institutions. Atability to perform their oversight role over management with the same timebenefit of a management perspective as to the Company's business strategy and all other aspects of the business. With its Lead Independent Director, this governance structure also 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




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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 in this position since 1999. The Company's Governance Guidelines clearly define the Lead Independent Director's role and duties which include, but are not limited to: serving as Chairman of the Company's Nominating & Corporate Governance Committee, 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. The non-management directors may also meet in executive session each time the full Board convenes for a meeting. In 2010,2011, the non-management directors met in executive session eightseven 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 are 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'interplay between each individual's personal qualities and characteristics withand 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 with a wide range of skills, expertise, industry knowledge, viewpoints, 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 4546 to 70,71, with a variety of ethnicities and members of both 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.




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Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the 20122013 Annual Meeting of Shareholders must be presented in writing to the Corporate Secretary on or before November 12, 201116, 2012 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.

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") that is posted on the Investor Relations page of the Company's website 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 & Risk Committee of the Board of Directors and must be promptly disclosed as required by SEC orand NYSE rules. The Company will disclose any such waivers, as well as any amendments to the Code, on the Company's website.website at www.boh.com.

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;




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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 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 & Risk 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 & Risk 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. Ho is the CEO and President of the Company




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and therefore not independent, 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,




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leasing, business records management, and real estate. HawkTree and its subsidiaries provide courier, armored car, ATM servicing, moving, and relocation services for the Company. More specific information is available on page 4746 in the section regarding Certain Relationships and Related Transactions.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee during fiscal year 20102011 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 2010,2011, 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 processprocesses are in compliance with legal and regulatory requirements and support the Company's governing objective of maximizing shareholder value over time and cultural imperatives.time.

        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 companyCompany 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,The Company's systems, information and timely reporting are designed to 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 & Risk Committee primary responsibility for overseeing financial, credit, investment and operational risk exposures including regulatory and legal risk; to the Fiduciary and Investment Management Committee primary responsibility for oversight of fiduciary and investment risk of client accounts; and to 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 Committeecommittee 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




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Officer, the Treasurer, the Chief Compliance Officer, the General Counsel and the Chief Fiduciary Officer) regularly provide updates at the respective Committeecommittee and Board meetings. In support of the




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Board's risk oversight role and to ensure that potential problems are surfaced, the Audit & Risk 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 excessive risk taking. The Compensation Committee is responsible for establishing and reviewing the Company's executive compensation programs, as well as the compensation programs for employees generally, and ensuring that the programs do not encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company.

        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 results of the review revealed no individual employees or groups of employees whose activities exposeincentive plans encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company to material amounts of risk.Company.. 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.

        In 2010, the Company completed a comprehensive review of its incentive compensation plans and established a risk and control monitoring process which is embedded in its quarterly performance review process. In 2011, the Company continued the review and control monitoring process for all of its incentive compensation plans. The results of the review again revealed no individual employees or groups of employees whose incentive compensation plans encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company.


BOARD COMMITTEES AND MEETINGS


        The Board met 10 times during 2010.2011. 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 2010.2011. All of the Company's directors attended the 2010 shareholders' meeting.2011 Annual Meeting of Shareholders.

Board Committees

        TheUntil 2010 the Board hashad four standing committees: the Audit & Risk Committee, the Human Resources & Compensation Committee (the "Compensation Committee"), the Executive & Strategic Planning Committee (the "Executive Committee"), and the Nominating & Corporate Governance Committee (the "Nominating Committee"). In 2011, the Board eliminated the Executive & Strategic Planning Committee since the work specified in that committee's charter is done by the full Board and the need for the committee no longer existed. The committee charters are posted in the Investor Relations section of the Company's website at www.boh.com.

        The Board has affirmatively determined that all of the members of the Audit & Risk, Compensation and Nominating Committees ("Board(collectively the "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 & Risk		Compensation		Executive		Nominating and Governance
Mary G. F. Bitterman		Mary G. F. Bitterman		Mary G. F. Bitterman		S. Haunani Apoliona
Mark A. Burak		David A. Heenan*		Clinton R. Churchill		Mary G. F. Bitterman*
Clinton R. Churchill*		Barbara J. Tanabe		David A. Heenan		Mark A. Burak
Robert HuretHuret**		Robert W. Wo		Peter S. Ho*		Michael J. Chun
Martin A. Stein				Robert W. Wo		Clinton R. Churchill
						David A. Heenan
						Robert Huret
						Martin A. Stein
						Barbara J. Tanabe
						Robert W. Wo

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*

Committee Chairman



**

Committee Vice Chairman

Audit & Risk Committee: 6 Meetings in 20102011

        The Audit & Risk Committee operates under and annually reviews a charter that has been adopted by the Board. The Audit & Risk Committee's duties include assisting the Board in its oversight of the following areas of the Company: regulatory and financial accounting, 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. In 2010 the Committee changed its name to the Audit & Risk Committee, and revised its charter to include the oversight of management's activities with respect to capital management and liquidity planning, including dividends and share repurchases, and overall interest rate risk management. The Board has determined that Mark A. Burak and Robert Huret meet 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 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 certain employees of the independent registered public accounting firm. The Committee is also responsible for reviewing Company transactions involving a director or executive officer. The report of the Audit & Risk Committee is on page .23.

Compensation Committee: 107 Meetings in 20102011

        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 as 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.




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Executive Committee: No Meetings Held in 2010

        The Committee has the 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 CEO and Board on long-range strategy and monitor the Company's progress. The Committee did not meet in 2010.

Nominating & Corporate Governance Committee: 65 Meetings in 20102011

        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.


DIRECTOR COMPENSATION


Retainer and Meeting Fees

        In 2010, each director was paid an annual retainer of $20,000, plus $1,000 for each Board meeting attended. Board meeting fees were increased from $750 to $1,000 in April 2010. The Lead Independent Director is paid an additional annual retainer fee of $10,000. The chairmen of2011, based on analyses completed by Veritas Executive Compensation Consultants, LLC ("Veritas"), the CompensationBoard's current independent executive compensation consultant and Audit & Risk Committees also receive an annual retainer of $5,000 and the vice chairman of the Audit & Risk Committee receives an annual retainer of $2,500. 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 $1,000 for each meeting attended, which was increased from $750 in April 2010. The fee is $1,500 per meeting for members of the Audit & Risk Committee and $2,000 per meeting for the Chairman of the Audit & Risk Committee. No fees are paid for attendance at the Nominating & Corporate Governance 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 ("BPC") and receive $1,000 per meeting attended, (increased from $750 in April 2010), and Mms. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee ("FIMC") and receive $1,000 per meeting attended (increased from $750 in April 2010. Mr. Wo also receives an annual retainer of $5,000 as chairman of FIMC.

        In 2010, based on analyses completed in 2009 by the Board'sformer executive compensation consulting firm, at the time, the Board approved a change in the director compensation structure and amount. As the legal and regulatory requirements imposed on directors have increased over the past several years, so has the time commitment required from boardBoard members, as well as the competition for the best candidates.

        In order to align the Company's director pay closer with the median of peer companies, and to increase the efficiency of the director pay process, beginning January 2011, the annual Board retainer will bewas increased and a committee retainer will bewas implemented, andeliminating all per meeting fees will be eliminated.fees. The Board retainer will bewas increased to $42,500 annually, with the lead director receiving an additional $15,000; and the$15,000.

        The committee retainers will be: in 2011 were:

•

Audit & Risk retainer: chairman $19,000, vice chairman $14,000, member $9,000;



•

Compensation Committee retainer: chairman $19,250, member $11,250.

        In addition to these standing committees, the Board has other committees, for which directors receive fees that had changes in fee structure and amount in 2011. Ms. Apoliona and Mr. Takaki are members of the Benefit Plans Committee ("BPC"), and Mms. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee ("FIMC"). The




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FIMC chairmanchairman's (Mr. Wo) retainer will bewas $12,500 and annual member fees for FIMC and BPC will bewere $7,500 and $5,000, respectively.respectively, in 2011. 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.

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 2010,2011, each of the eleven non-employee Board members werewas given the option of receiving a grant of restricted shares, or the equivalent value in cash. Eight Board members accepted the stock award and the Company issued 1,038of 1,090 shares of restricted common stock ("




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("Restricted Shares") to each of the eight non-employee directors 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 2010.2011.

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 the director's entire annual retainer. 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 mutual funds or in shares of Bank of Hawaii common stock, as may be directed by the participant. 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. Ten of the current non-management directors have satisfied the ownership guidelines. One has made significant progress in meeting the ownership guidelines in 20102011 and is on schedule to satisfy the ownership guidelines within the proscribedrequired five-year period.




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Director Compensation

        The following table shows,presents, for the year ended December 31, 2010,2011, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2010.2011.


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 ($)			Total ($)
S. Haunani Apoliona		$	60,000		$	52,494			0			0			0		$	112,494
Mary G. F. Bitterman		$	87,750		$	52,494			0			0			0		$	140,244
Mark A. Burak		$	56,500		$	52,494			0			0			0		$	108,994
Michael J. Chun		$	55,000		$	52,494			0			0			0		$	107,494
Clinton R. Churchill		$	66,500		$	52,494			0			0			0		$	118,994
David A. Heenan		$	66,750		$	52,494			0			0			0		$	119,244
Robert Huret		$	66,500		$	52,494			0			0			0		$	118,994
Martin A. Stein		$	61,500		$	52,494			0			0			0		$	113,994
Donald M. Takaki		$	60,000		$	52,494			0			0			0		$	112,494
Barbara J. Tanabe		$	66,250		$	52,494			0			0			0		$	118,744
Robert W. Wo.		$	71,250		$	52,494			0			0			0		$	123,744

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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		$	36,250		$	52,492			0			0			0			0		$	88,742
Mary G. F. Bitterman		$	61,750		$	52,492			0			0			0			0		$	114,242
Mark A. Burak		$	38,000			0			0			0			0		$	52,500		$	90,500
Michael J. Chun		$	34,250		$	52,492			0			0			0			0		$	86,742
Clinton R. Churchill		$	45,000			0			0			0			0		$	52,500		$	97,500
David A. Heenan		$	42,750		$	52,492			0			0			0			0		$	95,242
Robert Huret		$	44,250		$	52,492			0			0			0			0		$	96,742
Martin A. Stein		$	43,000			0			0			0			0		$	52,500		$	95,500
Donald M. Takaki		$	38,250		$	52,492			0			0			0			0		$	90,742
Barbara J. Tanabe		$	43,250		$	52,492			0			0			0			0		$	95,742
Robert W. Wo.		$	48,250		$	52,492			0			0			0			0		$	100,742

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(1)

David A. Heenan, Robert Huret, Donald M. Takaki, Barbara J. Tanabe, and Robert W. Wo elected to defer all of their respective fees earned in 2010.2011 and Donald M. Takaki elected to defer his board retainer fees only in 2011.



(2)

The amounts in this column reflect the fair market value of the restricted stock on the date of grant. On May 14, 2010,April 25, 2011, the Company issued a grant of 1,0381,090 shares of restricted common stock to each of S. Haunani Apoliona, Mary G. F. Bitterman, Michael J. Chun, David A. Heenan, Robert Huret, Donald M. Takaki, Barbara J. Tanabe, and Robert W. Wo who elected to receive the stock award,non-management directors, having an aggregate fair value of $52,492$52,494 based on the stock fair market value of $50.57$48.16 per share on the date of the grant; 100% of the grant will vest on April 19, 2011.18, 2012. As of December 31, 2010,2011, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): S. Haunani Apoliona, 2,8382,890 shares; Mary G. F. Bitterman, 1,0381,090 shares; Mark A. Burak, 01,090 shares; Michael J. Chun, 2,8382,890 shares; Clinton R. Churchill, 1,8002,890 shares; David A. Heenan, 2,8382,890 shares; Robert Huret, 1,0381,090 shares; Martin A. Stein, 01,090 shares; Donald M. Takaki, 2,8382,890 shares; Barbara J. Tanabe, 1,0381,090 shares; and Robert W. Wo, 2,8382,890 shares.



(3)

No option awards were granted in 2010.2011. As of December 31, 2010,2011, each director had outstanding options to purchase the indicated number of shares of the Company common stock: S. Haunani Apoliona, 16,248;13,248; Mary G. F. Bitterman, 16,248;13,248; Mark A. Burak 0; Michael J. Chun, 16,248;13,248; Clinton R. Churchill, 16,248;13,248; David A. Heenan, 16,248;13,248; Robert Huret, 16,248;13,248; Martin A. Stein, 16,248;13,248; Donald M. Takaki, 16,248;13,248; Barbara J. Tanabe, 16,248;13,248; and Robert W. Wo, 16,248.



(4)

In 2010 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 Mark A. Burak, Clinton R. Churchill, and Martin A. Stein accepted the cash for equity and received a cash sum of $52,500 on May 14, 2010.13,248.




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AUDIT & RISK COMMITTEE REPORT


        As members of the Audit & Risk 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. As a matter of best practice, we submit the selection of the independent registered public accounting firm to shareholders for ratification.

        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 & Risk 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 & Risk 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, 2010,2011, 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 2011.2012.

As submitted by the members of the Audit & Risk 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 20102011 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


EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

        The primary focus of the Bank of Hawaii executive compensation program is to encourage and reward behaviorperformance that supports the Company's business strategies and promotes sustainable growth in shareholder value. As part of this focus, compensation risks are assessed and managed appropriately in the context of ourthe Company's business strategies. The Company believes that its goals are best supported by rewarding the Company's named executive officers for outstanding contributions to the Company's success, compensating those officers competitively with similarly situated executive officers, and providing the Company's named executive officers with equity in the Company to encourage and motivate such officers to focus on the long-term growth and success of the Company.

        The Company's financial performance showed substantial improvement in 2010. Earnings per share2011. Although net income was down largely due to a nonrecurring expense related to the settlement of a class action suit filed against the bank and one-time gains in 2010, loans increased across most categories and deposit growth Tier 1remained strong hitting $10.6 billion. Credit quality also remained strong. The Company continued its focus on disciplined capital and loan loss reserves as a percentrisk management and the balance sheet remains solid with high levels of total loans all exceeded budget. Total shareholder return was 4.39% on a one-year basisliquidity, capital and 10.15% on a five-year basis. The incentive awards madereserves.

        For 2011, cash compensation to the CEO and other named executive officers were established based on the better than expected financial performance.

        In July 2010, Mr. Landon, retired and was succeeded by Mr. Ho as Chairman and CEO, and his compensation was increased commensurate with his promotional responsibilities. The efforts of Mr. Ho and the other named executive officers helped smooth the transition. Mostconsisted of the other named executive officers took on additional responsibilitiesbase salary and received modest compensation adjustments.

        For 2011,performance-based variable compensation. Mr. Ho and the named executive officers voluntarily agreed to five to ten percent reductions in base salary. The reduced base salaries were offset by restricted share grants of equivalent value, which vest over two to five years. The base salary of the Chief Retail Officer, based on the recommendation of the CEO, was increased by $50,000 based on his promotion to Vice Chairman and additional responsibilities. Long-term and equity-based incentive compensation, used to encourage the named executive officers to focus on the long-term profitable growth of the Company and aligning their interests with those of the shareholders, included cash for equity, restricted stock awards and stock options. The incentive awards made to the CEO and other named executive officers were established taking into account the better than expected financial performance.

        The Company provides its shareholders with the opportunity to cast an annual advisory vote on executive compensation (a "say-on-pay proposal"). At the Company's Annual Meeting of Shareholders

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held on April 22, 2011, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Company believes this affirms shareholders' support of the Company's approach to executive compensation, and did not change its approach in 2011. The Company will continue to consider the outcome of the say-on-pay votes when making future compensation decisions for the named executive officers.

Compensation Philosophy

        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"). The Committee believes that executive compensation should align with shareholders' interests, link to achievement of the Company's business plan,pay for performance, 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

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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. While the Committee may also review market 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, along with the Board, management, and its compensation consultant, undertake a process of linking compensation, corporate strategy and performance in setting and implementing executive compensation. The Committee determines the corporate goals and objectives relevant to CEO compensation and evaluates the performance of the CEO in light of those goals and objectives. In determining the CEO's long-term compensation, the Committee considers among other factors, the Corporation's performance, againstrelative shareholder return, the overall corporate business plan.competitive marketplace, and the awards given to the CEO in past years. With respect to compensation decisions for the other named executive officers, the CEO reviews the performance of each of the other named executive officers, considering similar factors and individual objectives, and provides his recommendations to the Committee. The Committee gives significant weight to the recommendations of the CEO.

        The Committee monitors the Company's financial and non-financial performance throughout the year as well as 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 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 processes 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, and uses this review, together with factors as described on

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page 29, as the basis for the annual evaluation of the CEO. 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 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, including an assessment of effective risk management, the CEO, assisted by the Director of Human Resources (herself not a named executive officer), annually reviews the performance of each of the other named executive officers. The conclusions and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Committee.

        The Committee has the discretion to accept, reject or modify the CEO's recommendations, and to determine the amount of equity and other compensation payable to executives based on its assessment of their performance. Rather than relying on 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

        The Committee is responsible for retaining its compensation consultant and for determining the terms and conditions, including fees.fees of the engagement. 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. The Committee Chairman pre-approves all compensation consulting engagements, including the nature, scope and fees of assignments.

        In late 2010, using criteria designed to ensure independence, the Committee performed a broad search for a new compensation consultant. After extensive due diligence, the Committee selected

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Veritas Executive Compensation Consultants, LLC ("Veritas"), which performs no other services for the Company, as its executive compensation consultant.

        Prior The Committee continued to hiringuse Veritas the Committee had previously engaged Towers Watsonin 2011 to provide executive compensation consulting and ensuredhelp ensure that its executive total compensation consulting services were objective by mandating that:

•

The individuals providing consulting servicespractices are competitive, appropriately designed, and are aimed at linking executive compensation to the Committee were not personally involved in other services Towers Watson provides to the Company;



•

Other services were provided under a separate contractual arrangementbusiness and without the knowledge or participationstrategic objectives of the executive compensation consultant;



•

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



•

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

        For 2010, Towers Watson2011, Veritas 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.

        The focus of this engagement was on 2009 performance-based compensation and 2010 compensation decisions. The Committee reviewedTo complete the analysis, Veritas reviewed named executive officer compensation data from the proxies of banks and used it to assess compensation changes for 2010. Towers Watson provided its completed reportother companies similar in size and/or scope to the CommitteeCompany, as well as from published survey sources. Veritas' analysis took into account the competitive quality and appropriateness of the Company's current total compensation arrangements in January 2010.light of our business objectives, financial performance and market best practices.

        Towers Watson analyzed aThe Company's financial performance and compensation practices were compared to three peer group of ten publicly-held, high-performing, regional full-service communitygroups: 1) publicly-traded banks that had notnever participated in the Troubled Asset Relief Program ("TARP"). The peer; 2) publicly-traded banks that were TARP recipients but completely repaid their debt and have since had positive stock performance; and 3) publicly-traded companies from various industry sectors that were similar in sizeclose to the Company ranging between $5.5 billionin size. These Veritas-recommended peer groups consisted of companies that Bank of Hawaii competes against for products and/or services, recruits human capital from, and $24.0 billionis similar to in assets basedsize and scope. These broad peer groups include direct competitors and organizations with similar business models, and, therefore, provide a relatively meaningful comparison. Veritas reviewed base salary, total cash compensation including annual incentives on the most recently available quarterly data available at the time of the study,both an actual 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. 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.

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•

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,target basis, and 2009/2010 Watson Wyatt Report on Long-Term Incentives, Policies & Practices). The consultant used survey data subsets appropriate to the size of the company unittotal direct compensation including long-term incentives (both actual and responsibility scope of the position.target levels). In its study, Towers WatsonVeritas reported:

•

SalaryBase salary at approximately the 50^th percentile



•

Targeted total cash at approximately relative to the 50peer groups and the 60^th percentile compared to published survey data.



•

Actual total cash paidcompensation at approximately the 65^th percentile relative to the non-TARP bank peer group, approximately the 75^th percentile compared to the recovered TARP bank peer group, slightly above median of the size-based peer group, and approximately the 60^th percentile compared to published survey data.



•

Long-term incentivesTarget total cash compensation at approximately the 75^th percentile relative to the non-TARP and recovered TARP bank peer groups, the 65^th percentile compared to the size-based peer group and the 75^th percentile relative to published survey data.



•

Actual total direct compensation (including the value of the Company's 2010 cash for equity and restricted stock grants) at approximately the 65^th percentile compared to the non-TARP bank peer group, approximately the 60^th percentile relative to the recovered TARP bank peer group, the 25^th percentile relative to the size-based peer group and the 50^th percentile andrelative to published survey data.



•

Target total direct compensation at aboutapproximately the 5075^th percentile.percentile compared to the non-TARP and recovered TARP bank peer groups, the 30^th percentile relative to the size-based peer group, and the 60^th percentile compared to published survey data.

        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.

Percentage of Target Total Direct Compensation Provided by Each Pay Element

        Having considered the analysis by Towers Watson andVeritas, the recommendation ofCommittee revised the performance evaluations for the CEO it was determined that base salary in 2010 for the Chief Financial Officer would be increased effective April 1, 2010and other NEO's by $35,000 based on his performance in 2009adopting clearly defined metrics, both Company-wide and his compensation relative to industry peers, and increased effective July 30, 2010 by $50,000 based on additional responsibilities. The base salaries for the General Counsel, Chief Risk Officer, and Controller were increased by $30,000, $30,000, and $10,000, respectively, based on performance in 2009 and additional responsibilities.

        Fees paid to Towers Watson related to the directors and executive compensation engagement forindividual, set at difficult yet attainable levels. In addition, the Committee totaled $10,779re-evaluated the Company's equity-based long-term incentive plan and decided to transition from the Cash for Equity Program to a stock and option based program (see further discussion in 2010.

Tablethe "Compensation Elements and Determination of ContentsCompensation" section below).

Compensation Elements and Determination of Compensation

        Compensation elements for 20102011 included:

•

Base salary



•

Performance basedPerformance-based variable compensation



•

Equity based compensation and Cash for Equity



•

Retirement and other benefits



•

Perquisites

        The performance measurements that were used to evaluate named executive officers (other than the CEO) and taken into account in setting compensation policies and making compensation decisions are set forth below.

        In 2008, the Committee approved the "Cash for Equity Program." The program iswas intended to be an efficient way to provide equity based compensation. The goals of the program arewere 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 amount of the Company's Cash for Equity awards iswas 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 allowsallowed for flexibility in the timing of awards and avoidsavoided the estimation of the value of grants. The Committee awarded the last of the Cash for Equity grants in 2011.

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        In early 2011 the Committee approved a 3-year share appreciation program (the "SAP"), a cash-based performance unit program designed to align the long-term interests of shareholders and executives through risk management and the achievement of earnings growth and stock price appreciation. Performance grants were to be awarded annually, with a potential maximum annual grant of 23,333 units for Mr. Ho and 15,000 units each for Messrs. Lucien, Biggs, Rossi, and Ms. Sellers. The number of annual units actually granted would have depended upon the level of achievement of the performance objectives for the performance year.

        Due to stock market volatility, the accounting for the SAP proved to be challenging and would have resulted in deferring more of the expense until the end of the performance period. As a result, the Committee approved a replacement program to the SAP (the "SAP Replacement Program") in late 2011. The SAP Replacement Program replaces the cash based feature of the SAP with a 3-year stock option incentive program. The potential total maximum stock option grants available under the SAP Replacement Program for each participant are divided equally into thirds over the 3-year SAP Replacement Program period and include maximum potential annual grants of 23,333 shares for Mr. Ho, and 15,000 shares each for Messrs. Lucien, Biggs, Rossi, and Ms. Sellers. The stock option grants in 2011 were service-based awards. The stock option grants in 2012 and 2013 are service- and performance-based and the performance objectives have been established by the Committee for 2012.

Base Salary

        Base salary is based on each individual's responsibilities. The CEO may also consider the compensation of named executive officers disclosedmarket survey data provided by other banking companies. The CompanyVeritas. Base salaries are generally establishes base salariesestablished 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.performance and his recommendation.

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

        Based on the recommendation of the CEO, it was determined that the base salary in 2011 for the Chief Retail Officer would be increased effective February 18, 2011 by $50,000 based on his promotion to Vice Chairman and his additional responsibilities. Base salaries for the other NEO's were voluntarily reduced by 10% for Messrs Ho, Lucien, Rossi and Ms. Sellers, and by 5% for Mr. Biggs, and replaced by an equivalent number of restricted shares.

Performance BasedPerformance-Based Variable Compensation

        The named executive officers participate in the Bank of Hawaii Corporation Executive Incentive Plan (the "Executive Incentive Plan"), pursuantwhich is designed to whichcompensate the Company awardsnamed executive officers with annual cash awards to executives. The purpose of the Executive Incentive Plan is to optimizefor optimizing the profitability and growth of the Bank of Hawaii through incentives for each annual period.Company. These incentives are consistent withreward the participants for achieving their individual goals, as well as the Company's goals and link the personal interests of participants with those of the Company's shareholders. The Executive Incentive Plan also provides participants with an incentive for individual performance and teamwork among participants.teamwork.

        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 incentive awards are paid to participants. The incentive pool is expressed as a percentage of the Company's net income before taxes

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for the fiscal year. For performance year 2010,2011, the incentive pool was established as an amount equal to 2%3% of the Company's net income before taxes for the fiscal year.

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        At the beginning of the performance period, each participating executive is allocated a maximum percentage of the incentive pool. For 2010,2011, the Compensation Committee allocated a maximum of 19%31% to Mr. Landon,Ho, 14% to Mr. Ho (which was increased to 19% upon his appointment as CEO)Lucien and 9%11% to each of the other named executive officers. The Committee exercises its discretion, however, to reduce an executive's actual incentive 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. The target award is generally set for performance that meets financial expectations. Each named executive officer's target opportunity takes into account the executive's position, scope of responsibilities, and individual contribution to the Company. For 2010,2011, the target incentive opportunity for Mr. Ho was 100% of his base salary, (which was increased from 80% upon his appointment as CEO), the target opportunity for Mr. Lucien was 80% of his base salary, the target incentive opportunity for each of Mr.Messrs. Biggs and Rossi and Ms. Sellers was 67.5% of base salary, and the target incentive opportunity for Mr. Norris was 47.5%70% of base salary. The potential range of annual incentive opportunities, expressed as a percent of base salary, is as follows:

        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 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 score can range from 11.0 (lowest possible score) to 52.5 (highest possible score) for each of the specified criteria and they are then weighted according to(except the specified percentages.risk criteria carries a maximum score of 2). For example, the Committee assigns a score of 52.5 if the Company's stockshareholder value performance as measured by its Stock Price to Book Ratio vs. Peers is in the top or 4^thquartile or if Total Shareholder Return ("TSR"—dividends and share appreciation for the calendar year) is above 8%;(the 100^th percentile), a score of 4 for second2.0 if shareholder value is in the 3^rd quartile stock performance or for TSR above 5%;(the 75^th percentile), a score of 1.6 if shareholder value is in the 2^nd quartile (the 50^th percentile) and a score of 3 for third1 if shareholder value is in the 1^st quartile stock performance or for TSR above 2%(the 25^th percentile). The Company's stockshareholder value performance is measured through comparison with the banking companies identified in the Mid-CapSuper Composite Regional Bank Performance Index described below. All criteria are weighted equally.

        For 2010,2011, the Committee considered the criteria below and assigned the listed weights to such criteria.below. 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

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of the Company and highly correlated to increases in shareholder returns as well as organizational long-term health and efficiency.well being.

        As indicated in the table above, the Committee assigned the following scores:

•

"3" for the stock performance criteria because the Company's stock performance was in the third quartile as measured by the Mid-Cap Bank Performance Index;



•

"5" for the financial performance 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% above budget;

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        The final weighted scorespecified criteria established for the CEO was 4.325.

        In 2010, because risk management was particularly important to the Company, the Committee made two of the three financial performance criteria risk related. The specified criteriaevaluation are generally not adjusted during the year, except, except—in the Committee's discretion, discretion—in the event of certain unanticipated transactionsevents affecting the Company. The Committee did not make any such adjustments in 2010. Certain adjustments also may be made2011.

        The CEO's award under the Executive Incentive Plan is recommended by the Committee with respect to awards granted to individuals who are promoted or change job responsibilities duringa pre-determined grid based on the performance period. Although the former CEO, Mr. Landon, retired in July and was replaced by Mr. Ho, the Committee did not make any adjustments to the CEO's evaluation criteria, nor did it make any such adjustments for any of the other named executive officers in 2010.

score. 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 incentive payment based onaward is established as a subjective determination that took into consideration the results of the scoring system, but was not determined by reference to a specific formula driven off the numerical score. In 2010, the Company's one, three, and five year Total Shareholder Return was 4.39%, 4.39%, and 10.15%, respectively, compared to the Mid-Cap Bank Performance Index returns of 21.54%, -21.84%, and -33.38%, for one, three and five years, respectively. Based on this evaluation, the Committee awarded the CEO an incentive payment of $750,000 (100%percentage of base salary).salary. For 2011 Mr. Ho's incentive award was $950,000.

        The incentive amounts payable to each of the other named executive officers is determined by a similar process thatin evaluating the established performance criteria, but does not include formal scoring butscoring. In addition to the established performance criteria, the award 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 incentive 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 2010 compensation determinations,2011, the Committee accepted and approved the CEO's incentive recommendations for the other named executive officers as follows: Mr. Lucien, $325,000;$395,000; Mr. Norris, $170,000;Biggs, $225,000; Mr. Rossi, $325,000;$395,000; and Ms. Sellers, $290,000.$360,000. The incentive awards for Messrs. Rossi and Norris and for Ms. Sellersthe named executive officers were slightly above target due to the better than expected financial performance of the Company in 2010.2011 and the leadership provided in Mr. Ho's first full year as CEO.

        In addition to the awards under the Executive Incentive Plan, the Committee may pay discretionary cash awards to executives. In paying discretionary awards, the Committee considers recommendations from the CEO, changes in position, and an assessment of individual performance. These cash awards will not qualify as performance-based compensation under Section 162(m). In 2011 Mr. Biggs received a $12,048 payout of his accrued vacation upon his promotion to vice chairman.

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 for the long-term success of the Company and to align the interests of shareholders and executives through the achievement of the Company's strategic business plan. The Company generally uses equity awards, which are an important component of total compensation, to accomplish its long-term incentive objectives. In accordance with the Company's equity compensation plans, the Committee may grant stock options, restricted stock awards or restricted stock units.

        As mentioned previously, in 2008, the Committee approved the Cash for Equity Program, which iswas intended to augment equity based compensation. The goals of the program arewere to facilitate stock




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accumulation, simplify compensation and foster long-term employment by encouraging participants to




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use the cash to purchase the Company's common stock. The program also assistsassisted 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 issued under this program for named executive officers have includedinclude 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 Committee awarded the last of the Cash for Equity grants in 2011.

        In early 2011, the Committee approved the 3-year SAP, a cash-based performance unit program, with awards that were to be granted annually with the amount depending upon the level of achievement of the performance objectives for the performance year. However, due to stock market volatility, the accounting for the SAP proved to be challenging, and the Committee approved the Replacement Program in late 2011. The Replacement Program replaces the cash-based feature of the SAP with a 3-year stock option incentive program. The potential total maximum stock option grants available under the Replacement Program for each participant are divided equally into thirds over the 3-year Replacement Program period and include maximum potential annual grants of 23,333 shares for Mr. Ho, and 15,000 shares each for Messrs. Lucien, Biggs and Rossi, and Ms. Sellers. The stock option grants in 2011 were service-based awards. The stock option grants in 2012 and 2013 are service- and performance-based and the performance objectives for 2012 were established by the Committee at the beginning of 2012. Performance objectives for 2013 will be established by the Committee in early 2013. The amount of the long-term incentive grant awards under the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (the "2004 Stock and Incentive Compensation Plan") 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.plan.

        As determined at the discretion of the Committee, theThe 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.measures and are determined at the discretion of the Committee. 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:measures, separately or in combination: (a) earnings per share (actual or targeted growth); (b) net income (including, but not limited to, after capital costs or before or after taxes) or other income measures; (c) return profitability measures (including, but not limited to, return on average assets, risk-adjusted return on capital, or return on average equity); (d) efficiency ratio (including, but not limited to, operating efficiency) or other efficiency measures; (e) full-time equivalency control; (f) stock price (including, but not limited to, growth measures or total shareholder return); (g) revenues or expenses (including, but not limited to, growth or reduction targets); (h) noninterest income compared to net interest income ratio; (i) margins; (j) asset quality (including, but not limited to, level of non-performing assets or loans); (k) capital adequacy; (l) liquidity; (m) reserves (including, but not limited to, coverage ratios, allowance for loan losses, and reserves for unfunded commitments); (n) regulatory compliance, regulatory ratings or examination results; and (o) satisfaction levels (including, but not limited to, customer or employee satisfaction). The performance measures may apply to the Company as a whole or any subsidiary, affiliate, or business unit of the Company.

        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




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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 23, 2011)28, 2012), risk adjusted return on capital (RAROC), return on equity (ROE), direct expense, operating income growth, operating leverage, and credit loss management. Most recently, restricted share grants made in 2010 are contingent on cumulative net income performance goals.

        Additional information regarding stock option and equity awards issued, and the criteria for performance basedperformance-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."

        In 2010, the Committee updated its stock ownership guidelines applicable to the executive officers to include the value of restricted stock. The objective of stock ownership guidelines is to align shareholder and management interests. Under the guidelines, the CEO should own Company stock




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having a market value equal to at least five times base salary, vice chairmen should own at least two times base salary, and senior executive vice presidents should own at least 1.5 times base salary. Stock ownership includes the value of vested stock options, restricted stock, stock units from qualified plans, and other stock held by the executive. The guidelines provide that the CEO comply with the stock ownership levels within five years of the date that they are hired or promoted to such position within the Company; for all other named executive officers the attainment period is three years. As of December 31, 2010,2011, all of the named executive officers satisfied the stock ownership guidelines.

Health, 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 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 and retirement plans are not directly tied to specific Company performance. The Committee regularly reviews the value of benefits from the retirement plans.

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

        We believe that ongoing perquisites should be limited in scope and value. Our 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 incentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of such incentive 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. Benefits under the




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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 2010, Mr. Lucien deferred a portion of his award and Mr. Norris deferred his entire award under the non-equity incentive plan. Mr. Norris also deferred a portion of his base salary in 2010.

Employment Agreements

        The Company does not have employment agreements with its executives. However, the Committee has from time to time entered into retention agreements with certain of its executives as an incentive




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to the executive to stay with the Company for a specified period of time. In 2010, with the transition in the Company's leadership, a Retention Agreements were implementedAgreement for Messrs.Mr. Lucien and Norris.

was implemented. The terms of the Retention Agreements for Messrs. Lucien and NorrisAgreement include: (i) an annual base salary and benefits through January 31, 2013; (ii) participation in the Executive Incentive Plan for calendar years 2010, 2011, and 2012; (iii) participation in the 2010 Cash for Equity Program;Program and the Company's equity program; and (iv) participation in employee benefit plans to the extent he is eligible to do so by their terms. If Mr. Lucien performs his duties to the Company's satisfaction through January 31, 2013, he will receive a Retention Payment of $425,000 and if Mr. Norris performs his duties to the Company's satisfaction through January through 31, 2013,$425,000. If he will receive a Retention Payment of $230,000. If either Mr. Lucien or Mr. Norris voluntarily terminates his employment, he will receive only salary and vested benefits through the effective date of that termination. If either Mr. Lucien or Mr. Norris is terminated for "cause", he will forfeit all monetary consideration under the Retention Agreement not paid to him as of the termination date. In early 2012, the Retention Agreement was amended to extend the separation date to January 31, 2014 and conform other terms to the extended date.

Change In Control

        The Committee believes that itan essential component to protecting and enhancing the best interests of the Company and its shareholders is an important part of an executive's total compensation package to provide for protectionsthe protection of its executive team in the event of a change in control of the Company. Change in control benefits play 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 for Vice Chairmen and above 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 participates in the Retention Plan. Mr. Landon retired in 2010 and was not a participant in the Retention Plan or 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 substantially 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 Compensation Plan provide for full acceleration of vesting of restricted stock and restricted




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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-basedincentive 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 incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the




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change in control date and will be calculated as an amount equal to two times a participant's incentive allocation for the prorated performance period.

        Each of the named executive officers participates in the Retention Plan. See the discussion under Change in Control, Termination and Other Arrangements on page 43 for additional information.

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"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. In 20102011 no compensation exceeded the deductibility limit.


SUMMARY COMPENSATION TABLE


Name and Principal Position		Year			Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)(4)			Non-Equity Incentive Plan Compensation ($)(5)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6)			All Other Compensation ($)(7)			Total ($)
Peter S. Ho			2011			680,768			—			75,039			244,369			950,000			1,174			103,859			2,055,209
Chairman of the Board, Chief			2010			673,078			—			1,282,450			—			750,000			586			85,474			2,791,588
Executive Officer & President			2009			625,000			—			—			—			450,000			535			79,685			1,155,220
Kent T. Lucien			2011			385,768			—			42,548			157,097			395,000						64,280			1,044,693
Vice Chairman, Chief Financial			2010			384,270			200,000			910,010			—			325,000						56,009			1,875,289
Officer			2009			340,000			200,000			—			—			216,000			—			18,279			774,279
Mark A. Rossi			2011			354,000			—			39,018			157,097			395,000			—			63,475			1,008,590
Vice Chairman, Chief Administrative			2010			364,616			200,000			776,185			—			325,000			—			60,225			1,726,026
Officer General Counsel &			2009			360,000			200,000			—			—			216,000			—			54,099			830,099
Corporate Secretary
Mary E. Sellers			2011			308,615			—			34,038			157,097			360,000			19,638			44,155			923,543
Vice Chairman, Chief Risk Officer			2010			331,461			200,000			776,185			—			290,000			3,988			40,959			1,642,593
			2009			310,000			200,000			—			—			222,000			3,733			39,666			775,399
Peter M. Biggs			2011			260,730			202,048			11,507			157,097			225,000			—			34,942			891,324
Vice Chairman, Chief Retail
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 ($)(6)			Total ($)
Peter S. Ho				2010			673,078			—			1,282,450			—			750,000			586			85,474			2,791,588
	Chairman of the Board, Chief			2009			625,000			—			—			—			450,000			535			79,685			1,155,220
	Executive Officer & President			2008			581,732			1,345,000			—			—			480,000			808			84,702			2,492,242
	since July 30, 2010
Allan R. Landon				2010			464,424			1,125,000			—			—			435,000			—			185,764			2,210,188
	Chairman of the Board & CEO			2009			750,000			—			—			—			540,000			—			78,723			1,368,723
	through July 30, 2010			2008			750,001			—			—			—			600,000			—			89,235			1,439,236
Kent T. Lucien				2010			384,270			200,000			910,010			—			325,000						56,009			1,875,289
	Vice Chairman, Chief Financial			2009			340,000			200,000			—			—			216,000			—			18,279			774,279
	Officer			2008			245,057			—			488,012			—			160,000			—			873			893,942
Derek J. Norris				2010			224,615			100,000			476,431			—			170,000			—			18,353			989,399
	Senior Executive Vice President & Controller
Mark A. Rossi				2010			364,616			200,000			776,185			—			325,000			—			60,225			1,726,026
	Vice Chairman, Chief Administrative			2009			360,000			200,000			—			—			216,000			—			54,099			830,099
	Officer General Counsel &			2008			357,231			—			268,700			—			240,000			—			54,754			920,685
	Corporate Secretary
Mary E. Sellers				2010			331,461			200,000			776,185			—			290,000			3,988			40,959			1,642,593
	Vice Chairman, Chief Risk Officer			2009			310,000			200,000			—			—			222,000			3,733			39,666			775,399
				2008			307,231			50,000			403,050			—			250,000			5,511			42,790			1,058,582

---

(1)

Messrs. Landon, Ho and Lucien receive no fees or compensation for their services on the Board of Directors. Mr. Lucien joined the Company in April 2008, and therefore his 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)

In 2008, the Company approved the Cash for Equity Program to augment equity based compensation. Awards under this programProgram are included in the "Bonus" column of this table. In 2010 Messrs. Lucien and Rossi and Ms. Sellers each2011, Mr. Biggs received a Cash for Equity award of $200,000, and$190,000. Additionally, Mr. NorrisBiggs received a Cash for Equity award of $100,000. In 2008 Mr. Ho was granted a cash award of $1,250,000 in recognition$12,048 payout of his leadership; terms of the award 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 daysaccrued vacation that appears in the four year term. Mr. Landon received a cash award of $1,125,000 in 2010 upon his retirement from the Company in recognition of his past achievements.this column.



(3)

As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent the fair market value of the award on the date of grant for restricted share grants. See the "Grants of Plan Based Awards" table for information on the grants issued to the named executive officers in 2010.2011. Additional information regarding stock option and equity awards is provided in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."



(4)

As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent the fair market value of the award on the date of grant for stock options. See the "Grants of Plan Based Awards" table for information on the grants issued to the named executive officers in 2011. Additional information regarding stock option and equity awards is provided in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."



(5)

All amounts reported under this column relate to awards paid under the Executive Incentive Plan for fiscal years 2011, 2010 2009 and 2008.2009.





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(5)(6)

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.






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(6)(7)

This column includes retirement plan and profit sharing and insurance premiums. This column also includes perquisites in 20102011 for Messrs. Ho, Landon, Lucien and Rossi, the value of which was $12,935, $101,790, $17,480$13,831, $13,399 and $16,074,$13,670, respectively. The total value of perquisites provided by or paid for by the Company was less than $10,000 for Mr. NorrisBiggs and Ms. Sellers during 20102011 and the value of any such perquisites is not included in this column for these executive officers.

        The following table provides additional information about the amounts that appear in the "All Other Compensation" amounts in the Summary Compensation Table for 2011, 2010 2009 and 2008,2009, respectively.

					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 ($)(7)			Total All Other Compensation ($)
Peter S. Ho			2011			9,800			6,206			30,037			7,350			35,573			1,062			13,831			103,859
			2010			9,800			6,101			21,866			7,350			26,342			1,080			12,935			85,474
			2009			9,800			5,402			19,405			7,350			26,400			696			10,632			79,685
Kent T. Lucien			2011			9,800			6,206			11,798			7,350			13,973			1,754			13,399			64,280
			2010			9,800			6,101			6,157			7,350			7,418			1,703			17,480			56,009
			2009			5,212			3,602			1,300			4,900			1,769			1,496			—			18,279
Mark A. Rossi			2011			9,800			6,206			10,994			7,350			13,020			2,435			13,670			63,475
			2010			9,800			6,101			8,357			7,350			10,068			2,475			16,074			60,225
			2009			9,800			5,402			7,828			7,350			10,650			2,384			10,685			54,099
Mary E. Sellers			2011			9,800			6,206			8,957			7,350			10,608			1,234			—			44,155
			2010			9,800			6,101			7,681			7,350			9,254			773			—			40,959
			2009			9,800			5,402			6,946			7,350			9,450			718			—			39,666
Peter M. Biggs			2011			9,800			6,206			3,997			7,350			4,733			2,856			—			34,942

---

					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 ($)(7)			Total All Other Compensation ($)
Peter S. Ho			2010			9,800			6,101			21,866			7,350			26,342			1,080			12,935			85,474
			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
Allan R. Landon			2010			—			3,527			32,317			4,249			38,934			4,947			101,790			185,764
			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
Kent T. Lucien			2010			9,800			6,101			6,157			7,350			7,418			1,703			17,480			56,009
			2009			5,212			3,602			1,300			4,900			1,769			1,496			—			18,279
			2008			—			—			—			—			—			873			—			873
Derek J. Norris			2010			7,157			4,455			—			5,368			—			1,373			—			18,353
Mark A. Rossi			2010			9,800			6,101			8,357			7,350			10,068			2,475			16,074			60,225
			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
Mary E. Sellers			2010			9,800			6,101			7,681			7,350			9,254			773			—			40,959
			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 20102011 was limited to $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 2010,2011, the total profit-sharing funding, or "Value Sharing Funding," equaled 2.49%2.53% 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 2010)2011) and Plan provisions, a portion is contributed to the Retirement Savings Plan ("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 represents the sum of the cash portion and the portion contributed to the Plan. For 2010,2011, the cash portion was $1,064$1,082 for Messrs. Ho, Lucien, Norris, and Rossi, Biggs, and Ms. Sellers, and $615 for Mr. Landon who retired in July.Sellers. 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 $106,800 in 2010.2011. The value sharing amount contributed to the Plan was $5,037$5,124 in 20102011 for Messrs. Ho, Lucien, Rossi, Biggs, and Ms. Sellers, and $3,391 for Mr. Norris. Mr. Landon's value sharing amount was $2,912 in 2010.Sellers.



(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 and is reflected in this column.



(4)

For 2010,2011, 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 2010,2011, 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)

For 2010,2011, this column includes the value of perquisites for Messrs. Ho, Landon, Lucien and Rossi. For Mr. Landon, this value includes relocation assistance of $100,000 and parking. For Messrs. Ho, Landon, Lucien and Rossi, the valueswhich include club membership dues, car services, parking, and home security for Mr. 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 incentive payments under the Executive Incentive Plan. In 2010, Messrs. Lucien and Norris2011, no named executive officer 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 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 funds permitted by the Plan 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



•

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.

       ��Set forth below is information regarding the amounts deferred by or for the benefit of the named executive officers in 2010.2011.

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)
Peter S. Ho			—			65,610			6,404			—			255,927
Kent T. Lucien			—			25,771			4,996			—			251,408
Mark A. Rossi			—			24,014			1,676			—			63,598
Mary E. Sellers			—			19,565			2,349			—			96,002
Peter M. Biggs			—			8,730			811			—			34,740

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)
Peter S. Ho			—			48,208			18,897			—			229,026
Allan R. Landon			—			71,251			65,297			—			521,803
Kent T. Lucien			108,000			13,575			30,450			—			240,453
Derek J. Norris			244,616			—			255,131			—			1,391,589
Mark A. Rossi			—			18,425			5,565			—			44,479
Mary E. Sellers			—			16,935			10,868			—			78,858

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(1)

During 2010, Messrs. Lucien and Norris2011, none of the named executive officers deferred $108,000 and $160,000, respectivelyany compensation under the Executive Incentive Plan. Mr. Norris also deferred $84,616 of his base salary in 2010. The table below shows the Vanguard funds available under the Executive Deferred Compensation Program and their annual rate of return for the calendar year ended December 31, 2010,2011, as reported by the administrator of the Executive Deferred Compensation Program.

Name of Fund		Rate of Return			Name of Fund		Rate of Return				Rate of Return			Name of Fund		Rate of Return
500 Index Fund Inv			14.91	%	Target Retirement 2015			12.47	%			1.97	%	Target Retirement 2015			1.71	%
Emerging Markets Stock Index Inv			17.97	%	Target Retirement 2020			13.12	%			-18.42	%	Target Retirement 2020			0.60	%
Explorer Fund Investor			27.43	%	Target Retirement 2025			13.84	%			-1.89	%	Target Retirement 2025			-0.37	%
Growth Equity Fund			17.21	%	Target Retirement 2030			14.43	%			0.49	%	Target Retirement 2030			-1.27	%
High-Yield Corp Fund Inv			12.40	%	Target Retirement 2035			15.14	%			7.13	%	Target Retirement 2035			-2.24	%
International Growth Inv			15.66	%	Target Retirement 2040			15.17	%			-13.68	%	Target Retirement 2040			-2.55	%
Mid-Cap Growth Fund			23.83	%	Target Retirement 2045			15.19	%			1.17	%	Target Retirement 2045			-2.51	%
Mid-Cap Index Fund Inv			25.46	%	Target Retirement 2050			15.20	%			-2.11	%	Target Retirement 2050			-2.54	%
Prime Money Market Fund			0.06	%	Target Retirement 2055			Less than 1 yr				0.05	%	Target Retirement 2055			-2.27	%
Selected Value Fund			19.44	%	Target Retirement Income			9.39	%			0.82	%	Target Retirement Income			5.25	%
Short-Term Federal Inv			3.24	%	Total Bond Market Index Inv			6.42	%			2.76	%	Total Bond Market Index Inv			7.56	%
Small-Cap Index Fund Inv			27.72	%	Wellington Fund Inv			10.94	%			-2.80	%	Wellington Fund Inv			3.85	%
Target Retirement 2005			9.71	%	Windsor Fund Investor			14.82	%			5.14	%	Windsor Fund Investor			-4.00	%
Target Retirement 2010			11.43	%								3.37	%




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(2)

These amounts represent Excess Benefit Plan contributions by the Company contributions for fiscal year 20102011 which were paid in 20112012 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.



(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. Ho, $174,923;$223,131; Mr. Landon, $419,527;Biggs, $0; Mr. Lucien, $3,069; Mr. Norris, $0;$16,644; Mr. Rossi, $18,478;$36,903; and Ms. Sellers, $35,458.$52,393.


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 (#)
Peter S. Ho(1)			1/14/11			—			—			—			—			—			—			1,552			—			—			75,039
			11/18/11			—			—			—			—			23,333			—			—			—			—			244,369
Kent T. Lucien(2)			1/14/11			—			—			—			—			—			—			880			—			—			42,548
			11/18/11			—			—			—			—			15,000			—			—			—			—			157,097
Mark A. Rossi(3)			1/14/11			—			—			—			—			—			—			807			—			—			39,018
			11/18/11			—			—			—			—			15,000			—			—			—			—			157,097
Mary E. Sellers(4)			1/14/11			—			—			—			—			—			—			704			—			—			34,038
			11/18/11			—			—			—			—			15,000			—			—			—			—			157,097
Peter M. Biggs(5)			1/14/11			—			—			—			—			—			—			238			—			—			11,507
			11/18/11			—			—			—			—			15,000			—			—			—			—			157,097

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																							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 (#)
Peter S. Ho(1)			4/23/10			—			—			—			—			10,000			—			—			—			—			535,300
			7/30/2010															15,000															747,150
Allan R. Landon			—			—			—			—			—			—			—			—			—			—			—
Kent T. Lucien(2)			4/23/10			—			—			—			—			17,000			—			—			—			—			910,010
Derek J. Norris(2)(3)			4/23/10			—			—			—			—			6,900			—			—			—			—			369,357
			6/25/10			—			—			—			—			2,200			—			—			—			—			107,074
Mark A. Rossi(2)			4/23/10			—			—			—			—			14,500			—			—			—			—			776,185
Mary E. Sellers(2)			4/23/10			—			—			—			—			14,500			—			—			—			—			776,185

---

(1)

On April 23, 2010In January of 2011 Mr. Ho was awarded 10,000took a voluntary 10% base salary reduction and received 1,552 restricted shares which vest 100%20% per year for five years on the last business day in January beginning January 31, 20112012, provided Mr. Hohe remains employed byan employee of the Company and subject to the achievement by the Companythrough each respective vesting period. In November of net income in excess of regular quarterly dividends. On July 30, 20102011 Mr. Ho received 15,000 restricted shares23,333 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in conjunction with his promotion to CEO that vest 100% in January 2012 provided the Company has achieved net income in excess of regular quarterly dividends.this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.



(2)

On April 23, 2010 Messrs.In January of 2011 Mr. Lucien Norris, Rossitook a voluntary 10% base salary reduction and Ms. Sellers were awarded 17,000, 6,900, 14,500 and 14,500 restricted shares, respectively, which vest one-third each year on the last day of January beginning January 2011 provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period.



(3)

On June 25, 2010 Mr. Norris was awarded 2,200received 880 restricted shares which vest one-third20% on January 31, 2012 and 80% on January 31, 2013 provided he remains an employee of the Company through each vesting period. In November of 2011 Mr. Lucien received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.



(3)

In January of 2011 Mr. Rossi took a voluntary 10% base salary reduction and received 807 restricted shares which vest 20% per year for five years on the last business day ofin January beginning January 201131, 2012, provided he remains an employee of the Company has achieved net incomethrough each respective vesting period. In November of 2011 Mr. Rossi received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in excessthis first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.



(4)

In January of regular quarterly dividends2011 Ms. Sellers took a voluntary 10% base salary reduction and received 704 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided she remains an employee of the Company through each fiscalrespective vesting period. In November of 2011 Ms. Sellers received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.



(5)

In January of 2011 Mr. Biggs took a voluntary 5% base salary reduction and received 238 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Biggs received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.

        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)
Peter S. Ho(3)			2,916			—			—			27.01			3/22/12			1,552			69,048			—			—
			54,919			—			—			50.72			12/16/15			—			—			—			—
			—			—			23,333			42.22			11/18/21			—			—			—			—
			—			—			—			—			—			—			—			15,000			667,350
Kent T. Lucien(4)			2,191			—			—			54.31			4/28/16			880			39,151			937			41,687
			—			—			15,000			42.22			11/18/21			—			—			11,334			504,250
Mark A. Rossi(5)			—			—			15,000			42.22			11/18/21			600			26,694			420			18,686
			—			—			—			—			—			807			35,903			9,666			430,040
Mary E. Sellers(6)			4,000			—			—			27.01			3/22/12			1,131			50,318			629			27,984
			9,500			—			—			32.89			4/28/13			704			31,321			9,666			430,040
			21,490			—			—			50.72			12/16/15			—			—			—			—
			—			—			15,000			42.22			11/18/21			—			—			—			—
Peter M. Biggs(7)			—			—			15,000			42.22			11/18/21			238			10,589			—			—
			—			—			—			—			—			566			25,181			—			—

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		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)
Peter S. Ho(3)			2,916			—			—			27.01			3/22/12			—			—			—			—
			54,919			—			—			50.72			12/16/15			—			—			2,812			132,755
			—			—			—			—			—			—			—			6,000			283,260
			—			—			—			—			—			—			—			10,000			472,100
			—			—			—			—			—			—			—			15,000			708,150
Allan R. Landon(4)			—			—			—			—			—			—			—			—			—
Kent T. Lucien(5)			2,191			—			—			54.31			4/28/16			—			—			—			—
			—			—			—			—			—			—			—			4,687			221,273
			—			—			—			—			—			—			—			17,000			802,570
Derek J. Norris(6)			4,776			—			—			50.72			12/16/15			—			—			—			—
			—			—			—			—			—			660			31,159			—			—
			—			—			—			—			—									6,900			325,749
			—			—			—			—			—									2,200			103,862
Mark A. Rossi(7)			—			—			—			—			—			1,400			66,094			—			—
			—			—			—			—			—			—			—			2,295			108,347
			—			—			—			—			—			—			—			14,500			684,545
Mary E. Sellers(8)			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			—			—			—			—
			—			—			—			—			—			2,641			124,682			—			—
			—			—			—			—			—			—			—			3,442			162,497
			—			—			—			—			—			—			—			14,500			684,545

---

(1)

All previously issued 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 vested one-third each year on the anniversary date and as of December 31, 20102011, all of these options are vested.



(2)

The amounts in these columns are based on the closing stock price of Bank of Hawaii's common stock on December 31, 20102011 of $47.21.$44.49.



(3)

In December 2005, Mr. Ho was awarded 26,500 restricted shares. Of these shares, 15,250 were service-based and vestvested 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 vested in 2010 as the TSR objective was met, and 170 were forfeited. In the first quarter of 2011, 2,250 of the remaining 2,812 shares will vestwere vested as the EPS objective was met and 562 shares will bewere forfeited. 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 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 for 20072007; on March 2, 2009, 6,000 shares vested; and on March 1, 2010, another 9,000 shares vested as the Company met the TSR objective for 2009. On March 7, 2011, the remaining 6,000 shares will vest.vested. On April 23, 2010, Mr. Ho was awarded 10,000 restricted shares all of which will vestvested on




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January 31, 2011 since the Company met the performance criteria which required the achievement of net income in excess of regular quarterly dividends. On July 30, 2010, Mr. Ho received 15,000 shares in conjunction with his promotion to CEO. These shares will vestvested in January 2012 providedsince the Company has achieved net income in excess of regular quarterly dividends.

(4)

In August 2007,January 2011, Mr. LandonHo took a voluntary 10% base salary reduction and received 49,3201,552 restricted shares which vest each20% per year for five years on the last business day in 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. Onbeginning January 31, 2008, Mr. Landon became vested in 8,303 shares, on January 30, 2009, 16,407 shares vested, and on January 29, 2010, the remaining 24,547 shares vested as the Company met the TSR objective. During 2010 Mr. Landon exercised his remaining stock options.



(5)

On April 28, 2006, prior to his appointment as Vice Chairman and CFO2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Lucien was awarded 2,191Ho received 23,333 stock options under the Director Stock Plan. One-thirdSAP




Table of these options vested each year onContents

Replacement Program. The award was the anniversaryfirst 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, 2007three tranches under the Director Stock Plan. These shares became fullyProgram. The options awarded in this first tranche are service-based and vested on the third anniversaryDecember 31, 2011, but are exercisable on or after grant date since he remained on the Board of the Company. December 31, 2012.

(4)

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 and on January 31, 2011, another 3,750 shares will vestvested as the Company met the EPS objective. On January 31, 2012, the remaining 937 shares under this grant vested. On April 23, 2010, Mr. Lucien was awarded 17,000 restricted shares which vest one-third each year on the last day of January beginning January 2011, provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 5,666 shares will vestvested under this grant as the Company met the net income in excess of regular quarterly dividends objective.



(6)

In December 2005, Mr. Norris was awarded 1,000 restricted shares. Of these shares, 500 were service-based and vest according to the following schedule: 250 shares vested on December 17, 2007 and 250 shares vested on December 16, 2008. The remaining 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 periodobjective in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 500 shares, 91 of these shares vested on February 28, 2007; 136 shares vested on February 29, 2008; 250 vested on March 1, 2010 as the TSR objective was met, and 23 shares were forfeited. In February 2007 Mr. Norris was awarded 1,890 restricted shares. Under the terms of this grant, Mr. Norris is eligible to become vested in up to 473 shares (25% of his total grant) in any one calendar year. Mr. Norris becomes vested as to 284 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012 and 2013 and up to an additional 186 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Norris 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) 189 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) 94 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. Under this grant Mr. Norris became vested in 473 shares in 2008, 284 shares in 2009, and on March 1, 2010 another 473 shares vested as the Company met the TSR objective. On February 28, 2011 another 378 shares will vest under this grant as the Company met the EPS objective. Mr. Norris was awarded 6,900 restricted shares on April 23, 2010 and 2,200 restricted shares on June 25, 2010. Under the terms of both awards, the shares vest one-third each year on the last day of January beginning January 2011 provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 2,3002012, another 5,667 shares will vest from the April 23, 2010 award and 734 shares will vest from the June 25, 2010 awardvested as the Company met the net income in excess of regular quarterly dividends objective.objective in 2011. In January 2011, Mr. Lucien took a voluntary 10% base salary reduction and received 880 restricted shares which vest 20% and 80% on the last business day in January of 2012 and 2013, respectively, provided he remains an employee of the Company through each vesting period. On January 31, 2012, 176 shares vested under this grant. In November of 2011 Mr. Lucien received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.



(7)(5)

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% or 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% or 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 vested as the Company met the TSR objective.in 2010. On February 28, 2011, another 800 shares will vestvested under this grant as the Company met the EPS objective.objective and on February 29, 2012, the remaining 600 shares under this grant vested. In April 2008, Mr. Rossi received a grant of 5,000 restricted shares which vest according to the following schedule providing Mr. Rossi remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: 1)a) on January 30, 2009 with respect to 830 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,250 of the restricted shares, and c) on April 30, 2012 with respect to 420 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




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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, Mr. Rossi became vested in 830 shares under this grant and on January 29, 2010, another 1,875 shares vested as the Company met the TSR objective. On January 31, 2011, another 1,875 shares will vestvested under this grant as the Company met the EPS objective.objective, and on January 31, 2012, the remaining 420 shares under this grant vested. On April 23, 2010, Mr. Rossi was awarded 14,500 restricted shares which vest one-third each year on the last day of January beginning January 2011, provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 4,834 shares will vestvested under this award as the Company met the net income in excess of regular quarterly dividends objective.

(8)

objective in 2010 and on January 31, 2012, another 4,833 shares vested as the Company met the net income in excess of regular quarterly dividends objective in 2011. In December 2005, Ms. SellersJanuary 2011, Mr. Rossi took a voluntary 10% base salary reduction and received 807 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Rossi received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded 4,500 restricted shares. Of these shares, 3,000 werein this first tranche are service-based and vest according to the following schedule: 750 shares vested on December 16, 2006, 1,500 shares vested31, 2011, but are exercisable on or after 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; 409 shares vested on February 29, 2008; 750 vested on March 1, 2010 as the TSR objective was met, and 68 shares were forfeited. 31, 2012.



(6)

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. Under this grant, Ms. Sellers became vested in 1,888 shares in 2008, 1,133 shares in 2009, and on March 1, 2010 another 1,888 shares vested as the Company met the TSR objective.in 2010. On February 28, 2011, another 1,510 shares will vestvested under this grant as the Company met the EPS objective.objective and on February 29,




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2012 the remaining 1,131 shares under this grant vested. In April 2008, Ms. Sellers received a grant of 7,500 restricted shares which vest according to the following schedule providing Ms. Sellers remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: 1) on January 30, 2009 with respect to 1,245 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,875 of the restricted shares, and c) on April 30, 2012 with respect to 630 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. Sellers became vested in 1,245 shares under this grant and on January 29, 2010 another 2,813 shares vested as the Company met the TSR objective. On January 31, 2011, another 2,813 shares will vestvested under this grant as the Company met the EPS objective.objective, and on January 31, 2012, the remaining 629 shares under this grant vested. On April 23, 2010, Ms. Sellers was awarded 14,500 restricted shares which vest one-third each year on the last day of January beginning January 2011 provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 4,834 shares will vestvested under this award as the Company met the net income in excess of regular quarterly dividends objective.objective in 2010 and on January 31, 2012, another 4,833 shares vested as the Company met the net income in excess of regular quarterly dividends objective in 2011. In January 2011, Ms. Sellers took a voluntary 10% base salary reduction and received 704 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided she remains an employee of the Company through each respective vesting period. In November of 2011 Ms. Sellers received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.

(7)

Mr. Biggs received a grant of 3,775 restricted shares on February 14, 2007. Under the terms of this grant, Mr. Biggs is eligible to become vested in up to 944 shares (25% of his total grant) in any one calendar year. Mr. Biggs becomes vested as to 566 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012, 2013, and up to 379 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Biggs 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) 377 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) 188 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. Under this grant, Mr. Biggs became vested in 944 shares in 2008, 566 shares in 2009, and 944 shares in 2010. On February 28, 2011, another 755 shares vested under this grant as the Company met the EPS objective and on February 29, 2012 the remaining 566 shares under this grant vested. In January 2011, Mr. Biggs took a voluntary 5% base salary reduction and received 238 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Biggs received 15,000 stock options under the Share Appreciation Plan Replacement Program (the "Program"). The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.




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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 ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Peter S. Ho(1)			0			0			18,250			858,670
Kent T. Lucien(2)			0			0			9,416			441,328
Mark A. Rossi(3)			0			0			7,509			352,179
Mary E. Sellers(4)			900			25,209			9,157			429,626
Peter M. Biggs(5)			0			0			755			35,606

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		OPTION AWARDS						STOCK AWARDS
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Peter S. Ho(1)			0			0			13,688			579,413
Allan R. Landon(2)			242,238			6,579,849			24,547			1,116,398
Kent T. Lucien(3)			0			0			3,795			179,325
Derek J. Norris(4)			0			0			723			30,605
Mark A. Rossi(5)			0			0			2,875			127,605
Mary E. Sellers(6)			0			0			5,451			239,602

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(1)

Shares acquired during 20102011 were comprised of 4,6882,250 performance-based shares from the December 2005 grant and 9,000 performance-based shares from the August 2007 grant, all of which vested on March 1, 2010February 28, 2011, when the fair market value of the Company's stock was $42.33.



(2)

Shares acquired during 2010 were comprised of 24,547$47.16; 6,000 performance-based shares from the August 2007 grant which vested on January 29, 2010March 7, 2011, when the fair market value of the Company's stock was $45.48. Shares acquired during 2010 also include the following stock option exercises:

Grant Date		Number of Shares			Grant Price			Exercise Date		Fair Market Value
March 22, 2001			100,000		$	18.80		April 30, 2010		$	52.88
March 22, 2001			10,638		$	18.80		August 10, 2010		$	50.57
March 22, 2002			42,101		$	27.01		July 28, 2010		$	49.92
March 22, 2002			19,499		$	27.01		July 29, 2010		$	49.88
February 20, 2003			21,411		$	29.92		July 29, 2010		$	49.88
February 20, 2003			18,685		$	29.92		July 30, 2010		$	49.81
February 20, 2003			29,904		$	29.92		August 2, 2010		$	50.80

(3)

Shares acquired during 2010 were comprised of 2,813$47.31; and 10,000 performance-based shares from the July 2008April 23, 2010 grant which vested on February 1, 2010January 31, 2011, when the fair market value of the Company's stock was $45.69. $46.87.



(2)

Shares acquired during 2010 also include 982 director2011 were comprised of 3,750 performance-based shares from the July 2008 grant and 5,666 performance-based shares from the April 2007 director2010 grant which vested on April 27, 2010January 31, 2011, when the fair market value of the Company's stock was $51.73.$46.87.



(4)(3)

Shares acquired during 20102011 were comprised of 2501,875 performance-based shares from the December 16, 2005April 2008 grant and 473 service-based4,834 performance-based shares from the February 2007April 2010 grant all of which vested on March 1, 2010January 31, 2011, when the fair market value of the Company's stock was $42.33.



(5)

Shares$46.87. Share acquired during 2010 were comprised of 1,000 serviced-based2011 also include 800 service-based shares from the February 2007 grant which vested on March 1, 2010February 28, 2011, when the fair market value of the Company's stock was $42.33. $47.16.



(4)

Shares acquired during 2010 also include 1,8752011 were comprised of 2,813 performance-based shares from the April 2008 grant and 4,834 performance-based shares from the April 2010 grant, all of which vested on January 29, 201031, 2011, when the fair market value of the Company's stock was $45.48.



(6)

$46.87. Shares acquired during 2010 were comprised of 750 performance-based shares from the December 16, 2005 grant and 1,8882011 also include 1,510 service-based shares from the February 2007 grant all of




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which vested on March 1, 2010February 28, 2011, when the fair market value of the Company's stock was $42.33. Shares$47.16. Also included in the shares acquired during 2010 also include 2,813 performance-basedin 2011 were 900 shares from the April 2008 grant which vestedof an incentive stock option granted on January 29, 2010March 22, 2001 with an option price of $18.80 that were exercised on March 2, 2011, when the fair market value of the Company's stock was $45.48.$46.81.



(5)
Shares acquired during 2011 were comprised of 755 service-based shares from the February 2007 grant which vested on February 28, 2011 when the fair market value of the Company's stock was $47.16.



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