BANCORP HAWAII INC, S-3, 1994-07-28

BANCORP HAWAII INC
S-3, 1994-07-28
STATE COMMERCIAL BANKS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994

REGISTRATION NO.
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
BANCORP HAWAII, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
HAWAII 99-0148992
(STATE OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION) NO.)
</TABLE>

130 MERCHANT STREET
HONOLULU, HAWAII 96813
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------

DAVID A. HOULE
BANCORP HAWAII, INC.
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8111
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

Copy to:
J. THOMAS VAN WINKLE, ESQ.
CARLSMITH BALL WICHMAN MURRAY CASE & ICHIKI
1001 BISHOP STREET, SUITE 2200, PACIFIC TOWER
HONOLULU, HAWAII 96813
(808) 523-2500
---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
---------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following.
/ /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following. /X/
---------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (*) PER SHARE (*) PRICE (*) FEE (*)
<S> <C> <C> <C> <C>
Common Stock (par value $2 per share)....... 1,000,000 $32.8125 $32,812,500 $11,314.73
<FN>
(*) The number of shares of common stock being registered represents the
maximum number of shares that may be sold. The registration fee is
calculated on the basis of the average of the high and low prices for the
common stock on the New York Stock Exchange composite tape on July 26,
1994.
</TABLE>

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

AS PERMITTED BY RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
RELATED TO THIS REGISTRATION STATEMENT ALSO COVERS SECURITIES REGISTERED UNDER
REGISTRATION STATEMENT NO. 33-44395 ON FORM S-3.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
-------------------

The Dividend Reinvestment and Stock Purchase Plan (the "Plan") provides
shareholders of common
stock ("Common Shares") of Bancorp Hawaii, Inc. ("Bancorp") with a simple and
convenient method of purchasing Common Shares without fees of any kind. Any
holder of record of Common Shares of Bancorp is eligible to join the Plan.

In addition, any of the following who is not a holder of record or
beneficial owner of Common Shares may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan: an employee,
retired employee, or director of Bancorp, Bank of Hawaii (the "Bank"), or any of
their wholly owned subsidiaries ("Eligible Employee"); or a resident of the
State of Hawaii.

Investment options offered participants under the Plan are:

FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares
held. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.

PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on less than all
Common Shares held and continue to receive cash dividends on the other
shares. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.

OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter without
reinvesting dividends on Common Shares held.
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS ISSUER
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Per Share.......................................... * $0 *
Total.............................................. * $0 *
</TABLE>

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- --------------------------------------------------------------------------------
* The price of Common Shares purchased under the Plan shall be 100% of the
market price determined on the basis of the average of the last sales prices
of the shares on the New York Stock Exchange for the period of five trading
days ending on the day of purchase.
-------------------

This Prospectus relates to 1,000,000 authorized and unissued Common Shares
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

Neither the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any
implication that there has been no change in the affairs of Bancorp since the
date hereof. No person has been authorized to give any information or to make
any representations, other than as contained in this Prospectus and in other
documents relating to the Plan delivered to eligible parties and filed with the
Securities and Exchange Commission, in connection with the offer described in
this Prospectus, and if given or made, such information or representations must
not be relied upon. This Prospectus does not constitute an offer to sell the
securities to which this Prospectus relates in any State to any person to whom
it is unlawful to make such offer in such State.

THE DATE OF THIS PROSPECTUS IS JULY , 1994.
<PAGE>
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the
"Commission"). The Registration Statement may be inspected without charge at the
principal office of the Commission in Washington, D.C., and all copies of all or
any parts of it may be obtained from the Commission upon payment of the
prescribed fees.

Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements, and other information with the Commission. Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, or at the Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; or 7 World Trade Center, New York, New York 10048. Copies
of such material can also be obtained from the Commission at prescribed rates.
Written requests for such material should be addressed to the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549.

Bancorp's Common Stock is listed on the New York Stock Exchange. Reports,
proxy material, and other information may also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated herein (except for certain exhibits to such documents) or
Bancorp's Annual Report to Shareholders. Requests should be addressed to
Corporate Secretary Department, Bancorp Hawaii, Inc., 130 Merchant Street,
Honolulu, Hawaii 96813, telephone (808) 537-8239.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
The Issuer................................................................................................. 3
Description of the Dividend Reinvestment and Stock Purchase Plan........................................... 3
Purpose.................................................................................................... 3
Advantages............................................................................................... 3
Administration........................................................................................... 3
Participation............................................................................................ 4
Costs.................................................................................................... 5
Purchases................................................................................................ 5
Initial Stock Purchase and Optional Payments............................................................. 6
Reports to Participants.................................................................................. 6
Certificates for Shares.................................................................................. 7
Termination of Participation............................................................................. 7
Sale of Shares........................................................................................... 7
Effective Date........................................................................................... 7
Safekeeping of Shares.................................................................................... 7
Limitation of Liability.................................................................................. 8
Other Information........................................................................................ 8
Federal Income Tax Consequences of Participation in the Plan............................................. 9
Use of Proceeds............................................................................................ 10
Incorporation of Certain Documents by Reference............................................................ 10
Indemnification of Directors and Officers.................................................................. 10
Experts.................................................................................................... 10
</TABLE>

2
<PAGE>
THE ISSUER

Bancorp Hawaii, Inc. ("Bancorp") is the issuer of the shares of common stock
("Common Shares") covered by this Prospectus. Its principal executive offices
are located at 130 Merchant Street, Honolulu, Hawaii 96813, telephone (808)
537-8111.

DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The following is a discussion of the provisions of the Dividend Reinvestment
and Stock Purchase Plan (the "Plan") of Bancorp. Those holders of Common Shares
who do not wish to participate in the Plan will receive cash dividends, as
declared, by check as usual.

This Prospectus relates to Common Shares purchased on or after the date of
this Prospectus in accordance with the provisions of the Plan.

PURPOSE

The purpose of the Plan is to provide holders of record of Common Shares
with a simple and convenient method of investing cash dividends and optional
payments in additional Common Shares without payment of any brokerage commission
or service charges. The Plan is also intended to encourage ownership of Common
Shares by Eligible Employees and residents of the State of Hawaii.

Because Common Shares will be purchased directly from Bancorp, Bancorp will
retain such funds for general corporate purposes.

ADVANTAGES

The following are some of the advantages of participating in the Plan:

(a) Participants may purchase Common Shares quarterly with reinvested
cash dividends on all or less than all of the Common Shares registered in
their names.

(b) Participants may also purchase Common Shares monthly with optional
payments of a minimum of $25 per payment up to an aggregate of $5,000 per
calendar quarter.

(d) Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
participant's account.

(e) Cash dividends on the shares in the participant's account are
automatically reinvested in additional Common Shares.

(f) The Plan assures safekeeping of shares credited to a participant's
account because certificates for such shares are not issued unless requested
by the participant.

ADMINISTRATION

The Bank of New York (the "Administrator") administers the Plan for
participants, keeps records, sends statements of account to participants, and
performs other duties relating to the Plan. Common Shares purchased under the
Plan will be registered in the name of the Administrator, or its nominee, and
the Administrator will keep an individual account for each participant to record
the participant's interest in the Plan.

3
<PAGE>
PARTICIPATION

All holders of record of Common Shares are eligible to join the dividend
reinvestment and optional payment portions of the Plan at any time. An eligible
shareholder may join the Plan by completing and signing a Bancorp-approved
authorization form ("Authorization Form") and returning it to the Corporate
Secretary of Bancorp. Each participant in the Plan will remain a participant
until he or she terminates his or her participation in the Plan. An
Authorization Form and a reply envelope are enclosed with this Prospectus,
except to eligible shareholders who are already participants and who therefore
automatically will continue to participate in the Plan. Additional forms (along
with a reply envelope) may be obtained at any time by writing to Bancorp Hawaii,
Inc., P.O. Box 2900, Honolulu, Hawaii 96846, Attention: Corporate Secretary, or
by calling the Corporate Secretary Department at (808) 537-8239.

Except as discussed below, only holders of record of Common Shares are
eligible to join the dividend reinvestment and optional payment portions of the
Plan. Accordingly, owners of Common Shares whose shares are held of record in
names other than their own (e.g., broker, bank nominee) must either (1) have the
election to have their shares participate in the Plan made by the holder of
record or (2) become holders of record by having Common Shares transferred into
their own names and then making an election to participate. An election to have
shares participate in the Plan may not exceed the number of shares held of
record by the person making the election.

The Plan provides that if a member of the Bank of Hawaii Profit Sharing Plan
has an interest in the Bancorp Stock Fund of such profit sharing plan, he or she
will be regarded as a holder of record of Common Shares. Such a person is
thereby eligible to make optional payments to the Plan even if he or she owns no
other Common Shares.

An Authorization Form electing reinvestment of dividends must be received by
the record date of the dividend to be reinvested in order to reinvest that
dividend. An optional payment may be made when joining the Plan or at any time
thereafter.

In addition, the following may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan:

(a) An Eligible Employee who is not a holder of record or a beneficial
owner of Common Shares participating in the Plan.

(b) An individual who is a resident of the State of Hawaii and who is
not a holder of record or a beneficial owner of Common Shares participating
in the Plan. The Plan provides that the Chairman of the Board of Bancorp may
suspend the eligibility of such individuals to participate in the initial
stock purchase provisions of the Plan at any time.

A person may purchase Common Shares pursuant to the initial stock purchase
provisions of the Plan by completing and signing a Bancorp-approved Initial
Stock Purchase Form-Hawaii Resident/Eligible Employee, as the case may be, and
returning it to the Corporate Secretary of Bancorp. An initial stock purchase
payment must be at least $250, but the initial stock purchase payment and any
optional payment may not exceed an aggregate of $5,000 in any calendar quarter.
Common Shares purchased pursuant to the initial stock purchase provisions of the
Plan will be at 100% of the market price. A person purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan will be deemed to
have chosen the Full Dividend Reinvestment option, described below, unless and
until such person has changed the investment option by signing an Authorization
Form electing another investment option.

4
<PAGE>
The Authorization Form provides for the purchase of Common Shares through
the following investment options offered under the Plan:

FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares held
by a participant at 100% of the market price. Optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter may
also be made. Optional payments will be invested at 100% of the market
price.

PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on fewer than all of
the Common Shares held by a participant at 100% of the market price and
continue to receive cash dividends on the other Common Shares. Optional
payments of a minimum of $25 per payment up to an aggregate of $5,000 per
calendar quarter may also be made. Optional payments will be invested at
100% of the market price.

OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter.
Optional payments will be invested at 100% of the market price.

If dividends are subject to federal income tax withholding, the amount of
tax to be withheld will be deducted from the dividend amount to determine the
amount to be reinvested.

A participant may change the investment option at any time by signing a new
Authorization Form and returning it to the Corporate Secretary of Bancorp for
review and forwarding to the Administrator. However, any change in option with
respect to reinvestment of dividends must be received by the Corporate Secretary
of Bancorp by the first day of the month preceding the month in which the
dividends are to be paid to allow sufficient time for processing.

Cash dividends on Common Shares credited to the participant's account under
the Plan are automatically reinvested to purchase additional Common Shares.

COSTS

No brokerage fees are incurred in purchasing Common Shares under the Plan
because Common Shares are purchased directly from Bancorp. All service fees and
costs of administration of the Plan are paid by Bancorp, except that (i)
participants who elect to have the Administrator, as agent for the participant,
sell the shares of common stock from his or her account on the open market and
to receive cash in lieu of the issuance of a stock certificate upon termination
or withdrawal from the Plan will be charged brokerage commission, a service fee
of the Administrator charged in connection with such sale, and any applicable
taxes to be paid or withheld by the Administrator and (ii) participants who
elect to have the Administrator hold shares of Bancorp common stock as described
in "Safekeeping of Shares" shall pay all fees charged by the Administrator for
such service.

PURCHASES

The price of Common Shares purchased under the Plan will be 100% of the
market price, which will be determined on the basis of the average of the last
sales prices of Common Shares on the New York Stock Exchange for the period of
five trading days ending on the day of the purchase. If there is no trading in
the Common Shares during any trading day during the five-day period, the market
price and the purchase price based thereon will be determined by Bancorp on the
basis of such market quotations as it deems appropriate. No Common Shares will
be sold by Bancorp to the Plan at less than the par value of such shares of
$2.00 per share.

5
<PAGE>
Cash dividends on Common Shares will be applied to the purchase of Common
Shares on dividend payment dates. Any optional payment received by the Corporate
Secretary Department of Bancorp by the last business day of the month will be
applied towards the purchase of additional Common Shares on the tenth business
day of the following month or on the dividend payment date if a dividend is
payable in such month.

Each participant's account will be credited with that number of Common
Shares, including fractions computed to four decimal places, equal to the
amounts to be invested, divided by the applicable purchase price.

INITIAL STOCK PURCHASE AND OPTIONAL PAYMENTS

An initial stock purchase payment in the form of cash, check, or money order
may be made at any time, but must be in an amount of at least $250. The initial
stock purchase payment and any optional payment, however, may not exceed an
aggregate of $5,000 in any calendar quarter. (A payment is regarded as made on
the date it is invested.) It is recommended that initial stock purchase payments
not be made in cash, especially if made by mail.

Optional payments in the form of cash, check, or money order may be made at
any time, but must be for at least $25 per payment and may not exceed an
aggregate of $5,000 per calendar quarter. The amount of the optional payments
may be varied each time (but may not be less than $25 per payment), and there is
no obligation to make additional optional payments. It is recommended that
optional payments not be made in cash, especially if made by mail.

Initial stock purchase or optional payments received by the Corporate
Secretary Department of Bancorp by the last business day of the month will be
applied towards the purchase of additional Common Shares on the tenth business
day of the following month or on the dividend payment date if a dividend is
payable in such month.

An optional payment form and reply envelope may be obtained by calling the
Corporate Secretary Department of Bancorp at (808) 537-8239 or by written
request mailed to Bancorp Hawaii, Inc., P.O. Box 2900, Honolulu, Hawaii 96846,
Attention: Corporate Secretary. All checks or money orders should be made
payable to "The Bank of New York, Agent," and sent to Bancorp at the above
address.

While initial stock purchase or optional payments may be made at any time,
no interest will be paid on such payments for the period from the date of
receipt until the date Common Shares are purchased. Checks and other drafts must
clear before such funds will be available for purchases of Common Shares under
the Plan. Checks drawn on foreign banks are subject to collection fees and
exchange rates on the date of negotiation.

REPORTS TO PARTICIPANTS

Each participant in the Plan will receive a statement of account at least
once each quarter showing amounts invested, purchase prices, shares purchased,
and other information for the year to date. Each year, the fourth quarter
statement with summary will reflect year-to-date information which should be
retained for the participant's permanent record. Each participant will also
receive a Form 1099 for income tax purposes.

In addition, each participant will receive copies of the same communications
sent to every other holder of Common Shares, including Bancorp's Quarterly
Shareholders Report, Annual Report to Shareholders, and the Notice of Annual
Meeting and Proxy Statement.

6
<PAGE>
CERTIFICATES FOR SHARES

Common Shares purchased under the Plan, including Common Shares purchased
pursuant to the initial stock purchase provisions of the Plan, will be
registered in the name of the Administrator or its nominee. The number of shares
credited to an account under the Plan will be shown on the participant's
quarterly statement of account. This protects against loss, theft, or
destruction of stock certificates.

Certificates for such shares will not be issued to a participant except upon
the participant's termination of participation in the Plan or withdrawal of all
or a portion of the shares from the participant's account. Upon a participant's
termination of participation in the Plan, the participant will receive
certificates for whole shares credited to the participant's account and a cash
payment for any fraction of a share. Upon a participant's withdrawal of all or a
portion of the shares from the participant's account, the participant will
receive certificates for whole shares so withdrawn, but in no case will
certificates for fractional shares be issued.

Accounts under the Plan are maintained in the names in which certificates of
the participants were registered at the time they entered the Plan, or in the
case of those persons entering the Plan pursuant to the initial stock purchase
provisions of the Plan, in the names designated on the Bancorp-approved initial
stock purchase form.

TERMINATION OF PARTICIPATION

Participation in the Plan may be terminated by a participant at any time. In
order to terminate participation in the Plan, a participant must send a written
request to The Bank of New York, Dividend Reinvestment Department, Church Street
Station, P.O. Box 11260, New York, N.Y. 10286-1260. When participation in the
Plan is terminated, certificates for whole shares credited to the participant's
account under the Plan will be issued and a cash payment will be made for any
fraction of a share. Certificates for fractions of shares will not be issued
under any circumstances, and any cash payments will be based on the then current
market price of the stock.

Any notice of termination received after a dividend record date will not be
effective until dividends paid for such record date have been credited to the
participant's Plan account.

SALE OF SHARES

A participant who wishes to receive cash in lieu of shares upon withdrawal
or termination of participation may request the Administrator, as agent for the
participant, to sell such shares on the open market and to remit the net
proceeds to the participant. The net proceeds will equal the selling price of
the shares on the date of sale less brokerage commission, a service fee of the
Administrator charged in connection with such sale, and any applicable taxes to
be paid or withheld by the Administrator. Any fractional shares credited to a
participant under the Plan upon withdrawal or termination will be converted to
cash on the basis of the then current market price of the stock.

EFFECTIVE DATE

The original effective date of the Plan was January 1, 1980. The terms of
the Plan as described in this Prospectus apply to purchases of Common Shares
under the Plan occurring after the date of this Prospectus.

SAFEKEEPING OF SHARES

In accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for shares
of Bancorp common stock participating in the Plan of which the participant is
the record holder. The Administrator will register such shares in its or its
nominee's

7
<PAGE>
name, but the participant will remain the beneficial owner of such shares. The
Administrator will maintain an individual account in the name of the participant
to record the participant's beneficial ownership of such shares.

The Administrator will charge the participant, and the participant (not
Bancorp) shall be liable for, a fee of $7.00 for each deposit of shares into
such an account. The Administrator currently does not charge any additional fees
in connection with such an account, but it reserves the right to increase such
fee or impose additional fees at any time.

LIMITATION OF LIABILITY

Neither Bancorp, the Administrator, nor any of their representatives,
employees, or agents shall be liable under the Plan or this Prospectus for any
act done in good faith, or for any good faith omission to act, including,
without limitation, any claims of liability (1) arising out of any such act or
omission to act that occurs prior to a participant's terminating participation
pursuant to the terms of the Plan, and (2) with respect to the prices at which
shares are purchased for the participant's account and the times such purchases
are made.

OTHER INFORMATION

If a participant who is reinvesting dividends on all or a portion of the
Common Shares registered in the participant's name disposes of a portion of such
shares, the dividends on the remainder of the shares will continue to be
reinvested under the Plan. For example, if a participant authorized reinvestment
of the cash dividends on 50 shares of a total of 100 shares registered in the
participant's name and then the participant disposed of 25 shares, the
Administrator would continue to reinvest the cash dividends on 50 of the
remaining 75 shares. If instead, the participant disposed of 75 shares, the
Administrator would continue to reinvest the cash dividends on all of the
remaining 25 shares.

If a participant disposes of all Common Shares registered in the
participant's name, the Administrator will continue to reinvest the dividends on
the shares credited to the participant's account under the Plan until otherwise
notified.

If a participant has an account in the Plan, all stock distributable to such
participant as a result of a stock dividend or stock split by Bancorp on its
Common Stock (including stock distributable on shares of Common Stock that are
not held of record by the Administrator under the Plan) shall be credited to the
participant's account in the Plan. If a Bancorp shareholder does not have an
account in the Plan, all stock distributable to such shareholder as a result of
a stock dividend or stock split by Bancorp on its Common Stock will be mailed
directly to the shareholder.

Common Shares credited to the account of a participant under the Plan may
not be pledged or encumbered. A participant who wishes to pledge or encumber
such shares must request that the certificates for such shares be issued in the
participant's name.

Pursuant to such rules as the Administrator and Bancorp may agree upon from
time to time, a participant may transfer shares from one account in the Plan to
another account in the Plan or may direct that shares be issued from the
participant's account in the Plan to another person. Any such transfer or
issuance must be made upon such forms as the Administrator may require.

The participant agrees to notify the Administrator promptly in writing of
any change of address. Notices to the participant may be given by letter
addressed to the participant at his or her last address of record with the
Administrator.

8
<PAGE>
The Administrator will forward all proxy materials including a form of proxy
and return envelope covering all shares owned by a participant to be voted, such
proxy to be returned by the participant to Bancorp or Bancorp's proxy agent.

If no instructions are received on a proxy card or instruction form
returned, properly signed, with respect to any item thereon, all of the shares
credited to the participant's account under the Plan will be voted in accordance
with the recommendations of Bancorp's management. If the proxy card or
instruction form is not returned or if it is returned unsigned, none of the
participant's shares will be voted unless the participant votes in person.

Bancorp reserves the right to suspend, modify, or terminate the Plan at any
time. The Chairman of the Board of Bancorp may suspend the Plan at any time. All
participants will receive notice of any such suspension, modification, or
termination. Upon termination of the Plan by Bancorp, certificates for whole
shares credited to a participant's account under the Plan will be issued and a
cash payment will be made for any fraction of a share.

Participants should recognize that Bancorp cannot assure them of a profit or
protect them against a loss on the Common Shares purchased under the Plan. As
with any investment there is an element of risk and there can be no guarantee
that every dollar invested will produce a given amount of income.

FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN

Certain federal income tax consequences of participating in the Plan under
federal income tax law existing as of the date of this Prospectus are as
follows:

1. In connection with Common Shares purchased with reinvested
dividends, the fair market value of the shares purchased with reinvested
dividends constitutes dividend income to the shareholder on the dividend
payment date. (Nonparticipating shareholders will have dividend income in
the amount of cash received.)

2. The full amount of dividend income will be eligible for the 70%
dividends received deduction in the case of corporate shareholders.

3. The tax basis of Common Shares credited to the account of a
participant will be their fair market value on the date of their purchase
under the Plan.

4. A participant's holding period for Common Shares acquired pursuant
to the Plan will begin on the day following the purchase of such shares.

5. A participant will not realize any taxable income when the
participant receives certificates for whole Common Shares credited to the
participant's account, either upon the participant's request for those
shares or upon termination of participation in or termination of the Plan.

6. A participant will realize gain or loss when the Common Shares are
sold or exchanged, and in case of a fractional share or cash payment in lieu
of shares, when the participant receives a cash payment for a fraction of a
share credited to the participant's account or when the participant receives
a cash payment in lieu of shares. The amount of such gain or loss will be
the difference between the amount which the participant receives for the
shares or fraction of a share and the tax basis therefor.

A Plan participant is advised to consult with his or her own tax advisor as
to the tax effects of his or her participation in the Plan.

9
<PAGE>
USE OF PROCEEDS

The net proceeds from the sale of the Common Shares offered pursuant to the
Plan will be used for general corporate purposes of Bancorp, including
investments in, or extensions of credit to, Bancorp's banking and nonbanking
subsidiaries.

Based upon the past and anticipated growth of Bancorp, management
anticipates that Bancorp will engage, in the future, in additional financings
for similar general corporate purposes.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Bancorp with the Securities and Exchange
Commission are incorporated herein by this reference as of their respective
dates:

1. Bancorp's Form 10-K Annual Report, which contains audited financial
statements for Bancorp's latest fiscal year ended December 31, 1993.

2. All other reports of Bancorp filed pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934 since December 31, 1993.

3. The description of Bancorp common stock contained in the
registration statement (and past and future amendments thereto) for such
common stock filed under Section 12 of the Securities Exchange Act of 1934.

All documents subsequently filed by Bancorp pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering of the shares pursuant to the Plan covered by this
Prospectus, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of such filing of such documents.

INTERESTS OF NAMED EXPERTS AND COUNSEL

LEGAL OPINION. The validity of the shares of common stock to be offered
hereunder will be passed upon for the registrant by the law firm of Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
the registrant's directors, is a retired partner of Carlsmith Ball and is the
beneficial owner of 31,752 shares of registrant's common stock. Carlsmith Ball
attorneys who have participated in the preparation of this Registration
Statement are the beneficial owners of a total of 15,105 shares of registrant's
common stock.

EXPERTS

The consolidated financial statements of Bancorp incorporated by reference
in Bancorp's Annual Report (Form 10-K) for the year ended December 31, 1993 have
been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference and are
included in reliance upon such report given on their authority as experts in
accounting and auditing.

10
<PAGE>
[LOGO]

DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN

This prospectus describes how you can purchase additional common shares of
Bancorp Hawaii, Inc. by automatically reinvesting your dividends.

The Dividend Reinvestment and Stock Purchase Plan is designed for all
holders of Bancorp Hawaii, Inc. common stock and those who qualify to make an
initial stock purchase under the Dividend Reinvestment and Stock Purchase Plan.

BENEFITS TO OUR SHAREHOLDERS

- - You purchase additional stock with reinvested dividends.

- - You increase your Bancorp Hawaii, Inc. holdings without paying service charges
or commissions.

- - Your increased holdings will generate additional dividends.

- - You may reinvest all or part of your dividends.

- - Your record-keeping is simplified by having The Bank of New York act as your
agent to promptly reinvest your dividends.

- - Your participation is voluntary, and you may join or cancel whenever you wish.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this Registration Statement are:

<TABLE>
<S> <C>
Registration Fee................................................... $ 11,315
---------
Printing Costs..................................................... $ 2,625
---------
Legal Expenses..................................................... $ 8,500
---------
Accounting Expenses................................................ $ 0
---------
Miscellaneous...................................................... $ 1,000
---------
Total.......................................................... $ 23,440
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii corporation
to indemnify its directors, officers, employees and agents against certain
liabilities and expenses they may incur in such capacities, and provides that
such persons have a right to indemnification against expenses where they have
been successful on the merits or otherwise in defense of certain types of
actions or any issue therein. The indemnification provided by Section 415-5 is
not exclusive of any other indemnification rights that may exist under any
bylaw, agreement, vote of shareholders, or disinterested directors, or
otherwise. The registrant's Restated Articles of Incorporation provide for the
indemnification of the registrant's directors, officers, employees or agents
against certain liabilities. Additionally, the registrant maintains insurance
under which its directors, officers, employees or agents are insured against
certain liabilities.

ITEM 16. EXHIBITS.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-1
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Honolulu, Hawaii, on the 27th day of July, 1994.

BANCORP HAWAII, INC.

By /s/ H. HOWARD STEPHENSON

------------------------------------
H. Howard Stephenson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
/s/ H. HOWARD
STEPHENSON Chairman of the Board and
- ----------------------------------- Chief Executive Officer July 27, 1994
H. Howard Stephenson and Director

*
- ----------------------------------- President and Director July 27, 1994
Lawrence M. Johnson

*
- ----------------------------------- Director July 27, 1994
Peter D. Baldwin

*
- ----------------------------------- Director July 27, 1994
Mary G.F. Bitterman

*
- ----------------------------------- Director July 27, 1994
Thomas B. Hayward

*
- ----------------------------------- Director July 27, 1994
David A. Heenan

*
- ----------------------------------- Director July 27, 1994
Stuart T.K. Ho

II-3
<PAGE>

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

*
- ----------------------------------- Director July 27, 1994
Herbert M. Richards, Jr.

*
- ----------------------------------- Director July 27, 1994
Fred E. Trotter

*
- ----------------------------------- Director July 27, 1994
Charles R. Wichman

*
- ----------------------------------- Director July 27, 1994
K. Tim Yee

*
- ----------------------------------- Chief Financial Officer July 27, 1994
David A. Houle

*
- ----------------------------------- Chief Accounting Officer July 27, 1994
Denis K. Isono

*By /s/ H. HOWARD
STEPHENSON
--------------------------------
(H. Howard Stephenson,
Attorney-in-Fact)

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ------------- -------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
(4) Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan....................

(5) Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re legality....................

(8) Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re tax matters.................

(23)(a) Consent of Ernst & Young..............................................................
(b) Consent of Carlsmith Ball Wichman Murray Case & Ichiki
(see Exhibits (5) and (8))...........................................................

(24)(a) Power of Attorney of Bancorp Hawaii, Inc., and the Directors and Officers.............
(b) Power of Attorney of Chief Accounting Officer Denis K. Isono..........................
</TABLE>

<PAGE>
BANCORP HAWAII, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN

SECTION 1. NAME AND NUMBER OF SHARES

The dividend reinvestment and stock purchase plan of Bancorp Hawaii, Inc.
(hereinafter "Bancorp") shall be known as the "Dividend Reinvestment and Stock
Purchase Plan" (hereinafter the "Plan"). The number of shares of Common Stock of
Bancorp (hereinafter "Common Stock") that may be issued pursuant to the Plan
shall be fixed from time to time by the Board of Directors of Bancorp.

SECTION 2. ADMINISTRATION AND COSTS

The administrator of the Plan (hereinafter the "Administrator"), who shall
administer the Plan for participants, keep records, send statements of accounts
to participants, and perform other duties relating to the Plan, shall be The
Bank of New York.

SECTION 3. INITIAL STOCK PURCHASE

An employee, retired employee, or director of Bancorp or any member of the
controlled group of corporations (as defined in Section 1563(a) of the Internal
Revenue Code of 1986) of which Bancorp is a member (hereinafter "Eligible
Employee") who is not a stockholder of record or a beneficial owner of Common
Stock participating in the Plan (except for shares of Bancorp held in an
individual retirement account of which such individual is the beneficial owner
and of which Bank of Hawaii is the custodian) may become a participant in the
Plan by purchasing shares of Common Stock pursuant to a Bancorp-approved initial
stock purchase form. Such forms shall be made available by and upon execution
shall be returned to the Corporate Secretary Department of Bancorp.

An individual retirement account of which Bank of Hawaii is the custodian
and which is not a stockholder of record or a beneficial owner of Common Stock
participating in the Plan may become a participant in the Plan by purchasing
shares of Common Stock pursuant to a Bancorp-approved initial stock purchase
form. Such forms shall be made available by and upon execution shall be returned
to the Corporate Secretary Department of Bancorp.

An individual who is a resident of the State of Hawaii and who is not a
stockholder of record or a beneficial owner of Common Stock participating in the
Plan (except for shares of Bancorp held in an individual retirement account of
which such individual is the beneficial owner and of which Bank of Hawaii is the
custodian) may become a participant in the Plan by purchasing shares of Common
Stock pursuant to a Bancorp-approved initial stock purchase form. Such forms
shall be made available by and upon execution shall be returned to the Corporate
Secretary Department of Bancorp. This paragraph shall be effective only upon the
written approval by the Chairman of the Board of Bancorp, which approval may be
revoked at any time.

A person or individual retirement account making a purchase of Common Stock
under this Section 3 shall be a participant in the Plan and shall be eligible
thereafter to make optional payments pursuant to the Plan. Initial stock
purchase payments and optional payments may not exceed an aggregate of $5,000
per calendar quarter.

SECTION 4. DIVIDEND REINVESTMENT AND OPTIONAL PAYMENTS

All holders of record of Common Stock shall be eligible to join the Plan at
any time. Each participant in the Plan shall remain a participant until he
withdraws from the Plan. An eligible shareholder may join the Plan by completing
and signing the Bancorp-approved authorization form (hereinafter "Authorization
Form"). Authorization Forms shall be made available by and upon execution shall
be returned to the Corporate Secretary Department of Bancorp.

The Authorization Form shall permit an eligible shareholder to participate
in the Plan by checking the appropriate box. The shareholder may indicate
whether he wishes (i) to reinvest dividends paid on all or a

EXHIBIT (4)
<PAGE>
portion of the shares of Common Stock registered in his name, (ii) to reinvest
dividends paid on all or a portion of the shares of Common Stock registered in
his name and purchase stock with optional cash payments, or (iii) to participate
in the Plan by making optional cash payments only.

Shareholders of record of Common Stock, or persons or entities who become
participants in the Plan pursuant to Section 3, who submit a completed and
signed Authorization Form shall be eligible to make optional cash payments of
not less than $25 at any time. An initial optional payment of not less than $25
may be made by a participant when enrolling by enclosing a check or money order
with the Authorization Form. Thereafter, optional payments of not less than $25
may be made at any time and the amount may be varied each time, subject,
however, to the maximum limit on optional payments per calendar quarter. The
Administrator shall send a receipt for each optional payment. No interest shall
be paid on optional payments prior to their investment in Common Stock.

Optional payments may not exceed an aggregate of $5,000 per calendar
quarter.

SECTION 5. PURCHASE AND ACCOUNT RULES

Cash dividends on Common Stock participating in the Plan shall be applied to
the purchase of additional Common Stock on behalf of the participants on
dividend payment dates. To reinvest cash dividends, an Authorization Form must
be received on or before the dividend record date on which it is to become
effective.

Any initial purchase payment or optional payment that has been received by
the Corporate Secretary Department of Bancorp prior to the last business day of
a month shall be applied to the purchase of additional shares of Common Stock
(i) on the dividend payment date of the following month if a dividend is payable
in such following month or (ii) on the tenth business day of the following month
if no dividend is payable in such following month.

The price of shares of Common Stock purchased under the Plan shall be 100%
of the market price.

For purposes of the Plan, market price shall be determined on the basis of
the average of the last sale prices for a share of Common Stock on the New York
Stock Exchange for the period of five trading days ending on the day of
purchase. If there is no trading in the Common Stock during any trading day in
the five-day period, the market price and the purchase price based thereon shall
be determined by the management of Bancorp on the basis of such market
quotations as shall be deemed appropriate. In no event, however, shall the
purchase price be less than the par value of the Common Stock.

Each participant's account shall be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be invested, divided by the applicable purchase price per share.

Shares of Common Stock purchased under the Plan shall be registered in the
name of the Administrator or a nominee selected by the Administrator and held as
agent for the participants. The Administrator shall receive dividends for all
shares of Common Stock held in the Plan on the dividend record date, shall
credit such dividends to the participants' accounts on the basis of full and
fractional shares held in these accounts, and shall automatically reinvest cash
dividends in additional shares of Common Stock at 100% of the market price.

Shares shall not be issued to participants except as set forth in Sections 7
and 8 hereof.

In the case of dividends on Common Stock subject to United States income tax
withholding, the amount of tax to be withheld shall be deducted from the amount
of dividends on Common Stock to determine the amount of dividends to reinvest.

SECTION 6. REPORTS TO PARTICIPANTS

Participants shall receive quarterly statements of account showing amounts
invested, purchase prices, shares purchased, and other information for the year
to date. In addition, each participant shall receive copies of Bancorp's annual
and quarterly reports to shareholders, proxy statements, and information for
income tax reporting purposes.

2
<PAGE>
SECTION 7. CHANGE IN OR TERMINATION OF PARTICIPATION IN PLAN

A participant may change the terms of his participation in the Plan at any
time by completing and signing a new Authorization Form and returning it to the
Corporate Secretary Department of Bancorp. Any change with respect to
reinvestment of dividends must be received by the dividend record date for which
the dividend is to be paid.

A participant may terminate participation in the Plan at any time by written
notification to the Administrator. However, the subsequent dividend shall be
reinvested pursuant to the terms of the Plan unless the notice of termination is
received by the first day of the month preceding the month in which the dividend
is to be paid. Upon such a termination of participation (and, if applicable,
subsequent dividend reinvestment), certificates for whole shares credited to the
participant's account shall be issued and a cash payment shall be made for any
fraction of a share. The cash payment for any shares or fraction of a share
shall be based on the then current market price per share.

If a participant wishes to receive cash in lieu of shares upon termination
of participation in the Plan, the participant may request the Administrator (as
agent for the participant) to sell the shares credited to the participant's
account on the open market and remit the net proceeds to the participant. The
net proceeds shall equal the sales price of the shares less brokerage
commission, the service fee of the Administrator charged in connection with such
sale, and any applicable taxes to be paid by or withheld by the Administrator.
Any fractional shares credited to the participant's account shall not be sold
but shall be converted to cash on the basis of the then current market price.

SECTION 8. WITHDRAWAL OR TRANSFER OF SHARES IN PLAN

A participant may withdraw all or a portion of shares of Common Stock from
his account by notifying the Administrator in writing to that effect and
specifying the number of shares to be withdrawn. Certificates for whole shares
of Common Stock so withdrawn shall be issued, but in no case shall certificates
for fractional shares be issued. Any notice of withdrawal received after a
dividend record date shall not be effective as to such dividends until those
dividends are paid and credited to the participant's account.

If a participant wishes to receive cash in lieu of shares upon such a
withdrawal, the participant may request the Administrator (as agent for the
participant) to sell the shares credited to the participant's account on the
open market and remit the net proceeds to the participant. The net proceeds
shall equal the sales price of the shares less brokerage commission, the service
fee of the Administrator charged in connection with such sale, and any
applicable taxes to be paid by or withheld by the Administrator.

Any remaining shares and fractions thereof shall continue to be credited to
the participant's account.

SECTION 9. MISCELLANEOUS MATTERS RELATING TO ACCOUNTS

If a participant disposes of all or a portion of the shares of Common Stock
registered in his own name, unless the participant also withdraws all shares
held in his account under the Plan, the Administrator shall continue to reinvest
the dividends on the shares held in the participant's Plan account. Such a
participant may continue to make optional cash payments so long as shares are
held in his account under the Plan.

Shares credited to a participant's account under the Plan may not be pledged
or encumbered by a participant.

3
<PAGE>
Neither Bancorp, the Administrator, nor any representative, employee, or
agent of Bancorp or the Administrator shall be liable under the Plan for any act
done in good faith or for any good faith omissions to act, including (but not
limited to) any claims of liability (i) arising out of any such act or omission
to act that occurs prior to a participant's terminating participation pursuant
to the terms of the Plan and (ii) with respect to the prices at which shares are
purchased for a participant's account and the times such purchases are made.

All shares of Common Stock credited to the participant's account under the
Plan shall be voted as the participant directs on a proxy card. If no
instructions are received on a signed proxy card, all of the participant's
shares shall be voted in accordance with the recommendations of Bancorp's
management. If the proxy card is not returned or if it is returned unsigned,
none of the participant's shares shall be voted unless the participant votes in
person.

SECTION 10. AMENDMENT, SUSPENSION, AND REINSTITUTION OF PLAN

Bancorp intends to continue the Plan indefinitely, but reserves the right to
suspend or terminate the Plan at any time. Bancorp also reserves the right to
make any additions or modifications to the Plan. The Chairman of the Board of
Bancorp may suspend the Plan at any time, may interpret the Plan, and may make
additions or modifications thereto that are not inconsistent with the above
provisions of the Plan. In the event of a suspension of the Plan, the Chairman
of the Board of Bancorp may determine the date, if any, on which the Plan shall
be reinstituted.

In the event that the number of shares of Common Stock to be purchased by
the participants in the Plan exceeds the balance of the shares authorized by the
Board of Directors to be sold pursuant to the Plan, then the Plan shall be
automatically suspended with respect to future purchases until such time as the
Board of Directors of Bancorp has authorized additional shares of Common Stock
to be sold pursuant to the Plan.

In the event of automatic suspension of the Plan as provided in the
preceding paragraph, then (i) on the date of such automatic suspension of the
Plan, the number of shares of Common Stock to be sold shall be prorated among
the participants purchasing shares on such date, and (ii) the Chairman of the
Board of Bancorp shall determine the date of the commencement of the Plan after
the Board of Directors has authorized the sale of additional shares of Common
Stock pursuant to the Plan.

SECTION 12. PROFIT SHARING PLAN MEMBERS

For purposes of this Plan, each member of the Bank of Hawaii Profit Sharing
Plan who has an interest in the Bancorp Stock Fund of said profit sharing plan
shall be regarded as a holder of record of Common Stock and an Eligible
Employee.

SECTION 13. SAFEKEEPING OF SHARES

In accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for shares
of Bancorp Common Stock participating in the Plan of which the participant is
the record holder. The Administrator shall register such shares in its or its
nominee's name and shall maintain an individual account in the name of the
participant to record the participant's beneficial ownership of such shares.

The Administrator shall charge the participant, and the participant shall be
liable for, such fees as the Administrator shall impose for such account.

<PAGE>
July 26, 1994

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

DIRECT DIAL NUMBER:
(808) 523-2500

Bancorp Hawaii, Inc.
130 Merchant Street
Honolulu, Hawaii 96813

Gentlemen:

Bancorp Hawaii, Inc. (the "Company") has filed a Registration Statement on
Form S-3 under the Securities Act of 1933 (the "Registration Statement")
covering shares of common stock of the Company to be purchased pursuant to the
Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan.

We have examined a copy of said Registration Statement. We have also
examined the Restated Articles of Incorporation of the Company and such
corporate records of the Company and other documents as we deem pertinent as a
basis for the opinions hereinafter expressed.

Based on the foregoing, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Hawaii.

2. Shares of common stock of the Company when issued and sold by it
pursuant to and in accordance with the Bancorp Hawaii, Inc. Dividend
Reinvestment and Stock Purchase Plan will be legally issued, fully paid, and
non-assessable.

We hereby consent to the filing of this opinion as an Exhibit to said
Registration Statement.

Very truly yours,

CARLSMITH BALL WICHMAN MURRAY
CASE & ICHIKI

By /s/ J. THOMAS VAN WINKLE

------------------------------------
Its Partner

EXHIBIT (5)

<PAGE>
July 26, 1994

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

DIRECT DIAL NUMBER:
(808) 523-2500

Bancorp Hawaii, Inc.
130 Merchant Street
Honolulu, Hawaii 96813

Gentlemen:

Based on the foregoing, we are of the opinion that the federal income tax
consequences of participating in the Plan set forth under the heading "Federal
Income Tax Consequences of Participation in the Plan" in the prospectus forming
a part of the Registration Statement are as specified therein.

We hereby consent to the filing of this opinion as an Exhibit to said
Registration Statement.

Very truly yours,

CARLSMITH BALL WICHMAN MURRAY
CASE & ICHIKI

By /s/ J. THOMAS VAN WINKLE

------------------------------------
Its Partner

EXHIBIT (8)

<PAGE>
CONSENT OF ERNST & YOUNG
INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement
of our report dated January, 1994 with respect to the consolidated financial
statements and schedules of Bancorp Hawaii, Inc. included in its Annual Report
(form 10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.

ERNST & YOUNG

Honolulu, Hawaii
July 26, 1994

EXHIBIT (23)(A)

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that BANCORP HAWAII, INC. (the "Company") and
the directors and officers of the Company whose names are signed hereto hereby
constitute and appoint H. HOWARD STEPHENSON, LAWRENCE M. JOHNSON, RICHARD J.
DAHL, DAVID A. HOULE, or J. THOMAS VAN WINKLE of Honolulu, Hawaii, and each of
them (with full power to each of them to act alone), their true and lawful
attorneys and agents to do any and all acts and things and to execute any and
all instruments that said attorneys and agents, or any of them, may deem
necessary or advisable or may require to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of 1933 of shares of common stock of
the Company that may be issued in connection with the Bancorp Hawaii, Inc.
Dividend Reinvestment and Stock Purchase Plan, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the names of the Company and the undersigned directors and officers in the
capacities indicated below to the registration statements and any and all
amendments and supplements to any registration statement (including specifically
and without limitation to the generality of the foregoing, any amendment or
amendments changing the number of shares of common stock) and to any instruments
or documents filed as a part of or in connection with said amendments or
supplements to said registration statements, and the undersigned hereby ratify
and confirm all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, Bancorp Hawaii, Inc. and the undersigned directors and
officers of Bancorp Hawaii, Inc. have hereunto set their hands as of this 27th
day of July, 1994. This Power of Attorney may be executed in any number of
counterparts by one or more of the officers or directors.

BANCORP HAWAII, INC.

By /s/ LAWRENCE M. JOHNSON

------------------------------------
Its President

By /s/ RUTH MIYASHIRO

------------------------------------
Its Vice President and Secretary

/s/ H. HOWARD STEPHENSON

--------------------------------------
H. HOWARD STEPHENSON
Chairman of the Board, Chief Executive
Officer
and Director

/s/ LAWRENCE M. JOHNSON

--------------------------------------
LAWRENCE M. JOHNSON
President and Director

/s/ PETER D. BALDWIN

--------------------------------------
PETER D. BALDWIN, Director

/s/ MARY G.F. BITTERMAN

--------------------------------------
MARY G.F. BITTERMAN, Director

EXHIBIT (24)(A)
<PAGE>
/s/ THOMAS B. HAYWARD

--------------------------------------
THOMAS B. HAYWARD, Director

/s/ DAVID A. HEENAN

--------------------------------------
DAVID A. HEENAN, Director

/s/ STUART T.K. HO

--------------------------------------
STUART T.K. HO, Director

/s/ HERBERT M. RICHARDS, JR.

--------------------------------------
HERBERT M. RICHARDS, JR., Director

/s/ FRED E. TROTTER

--------------------------------------
FRED E. TROTTER, Director

/s/ CHARLES R. WICHMAN

--------------------------------------
CHARLES R. WICHMAN, Director

/s/ K. TIM YEE

--------------------------------------
K. TIM YEE, Director

/s/ DAVID A. HOULE

--------------------------------------
DAVID A. HOULE
Chief Financial Officer

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer of BANCORP
HAWAII, INC. (the "Company") hereby constitutes and appoints H. HOWARD
STEPHENSON, LAWRENCE M. JOHNSON, RICHARD J. DAHL, DAVID A. HOULE, or J. THOMAS
VAN WINKLE of Honolulu, Hawaii, and each of them (with full power to each of
them to act alone), his true and lawful attorneys and agents to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents, or any of them, may deem necessary or advisable or may require to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations, or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933 of shares of common stock of the Company that may be issued in connection
with the Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign the names of the Company and the undersigned officer
in the capacity indicated below to the registration statements and any and all
amendments and supplements to any registration statement (including specifically
and without limitation to the generality of the foregoing, any amendment or
amendments changing the number of shares of common stock) and to any instruments
or documents filed as a part of or in connection with said amendments or
supplements to said registration statements, and the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned officer of Bancorp Hawaii, Inc. has
hereunto set his hand as of this 25th day of July, 1994.

/s/ DENIS K. ISONO

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DENIS K. ISONO
Chief Accounting Officer
Bancorp Hawaii, Inc.

EXHIBIT (24)(B)