EXHIBIT 10.11
 
                               AMENDMENT 99-1 TO
                   THE PACIFIC CENTURY FINANCIAL CORPORATION
                 STOCK OPTION PLAN OF 1988 AND RELATED AWARDS
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          In accordance with Article 13 of the Pacific Century Financial
Corporation Stock Option Plan of 1988 (hereinafter "Plan"), the Plan and related
awards are hereby amended by this Amendment No. 99-1, effective as of the date
of adoption by the Board of Directors, in the following respects:

          1.  Section 2 of the Plan shall be amended by adding the following
text at the end of paragraph (a) thereof:

     Notwithstanding any other provision of the Plan (and without limiting the
     Committee's authority), in connection with any action concerning grants of
     awards to or a transactions by participants who would be classified as
     insiders of the Corporation by applicable rules of the Securities and
     Exchange Commission, the Committee may adopt such procedures as it deems
     necessary or desirable to assure the availability of exemptions from
     Section 16 of the Securities Exchange Act afforded by Rule 16b-3 thereunder
     or any successor rule.  Without limiting the foregoing, in connection with
     approval of any transaction by any such insider involving a grant, award or
     other acquisition from the Corporation, or involving the disposition to the
     Corporation of the Corporation's equity securities, the Committee may
     delegate its approval authority to a subcommittee thereof comprised of two
     or more "Non-Employee Directors" (as defined in Rule 16b-3), or take action
     by the affirmative vote of two or more Non-Employee Directors (with all
     other members of the Committee abstaining or recusing themselves from
     participating in the matter), or refer the matter to the full Board of
     Directors for action.

          2.  Section 7 of the Plan shall be amended by revising the next-to-
last sentence of paragraph (b) thereof so as to read in its entirety as follows:

     Election of an alternative settlement method involving the receipt of cash
     shall be subject to the approval by the Committee or a subcommittee
     thereof, which approval may be made subject to limitations or conditions,
     may be given in advance of or following an election by the participant, and
     may be granted or withheld by the Committee or subcommittee in its sole
     discretion with or without cause.

          3.  Section 7(e) shall be amended by revising subparagraph (2) thereof
so as to read in its entirety as follows:

 
          (2) The Corporation may withhold from the Common Stock that is subject
     to the exercise of the option shares having a fair market value equal to
     the amount required to satisfy the withholding requirements;

          4.  Section 7(e) shall be amended by revising the text following
subparagraph (4) so as to read in its entirety as follows:

     No certificate for Common Stock acquired pursuant to the exercise of an
     option may be issued by the Corporation until the appropriate amount of
     taxes has been withheld by the Corporation.  In the event a person fails to
     elect a method of satisfying the withholding requirements, then the
     Corporation shall withhold all applicable taxes from the person's salary or
     other cash compensation.  The value of Common Stock for purposes of
     subparagraph (2) shall be determined on the date of withholding and shall
     be the fair market value (as determined under Section 4 of this Plan) of
     the stock on the previous business day.

          5.  Each outstanding award under the Plan held by a participant who is
classified as an insider by the Securities and Exchange Commission shall be
amended to the extent necessary to conform such award to the amendments to the
Plan set forth above.  Without limiting the foregoing, each such award shall be
amended by (i) amending clause "(a)" of the last sentence of Section 6.4 thereof
so as to read "(a) an alternative settlement method involving the receipt of
cash shall be subject to approval by the Committee or a subcommittee thereof,
which approval may be made subject to limitations or conditions, may be given in
advance of or following the participant's request referred to in Section 6.3,
and may be granted or withheld by the Committee or subcommittee in its sole
discretion with or without cause; and", and (ii) deleting Section 6.5 and each
reference in the award to Section 6.5.