BANCORP HAWAII INC, PRE 14A, 1997-02-21

BANCORP HAWAII INC
PRE 14A, 1997-02-21
STATE COMMERCIAL BANKS

Previous: HARVARD INDUSTRIES INC, SC 13D/A, 1997-02-21

Next: HEILIG MEYERS CO, 424B5, 1997-02-21

<PAGE>
SCHEDULE 14A INFORMATION

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

Filed by the Registrant /x/
Filed by a party other than the Registrant / /

Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

Bancorp Hawaii, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

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

<PAGE>
[BANCORP HAWAII, INC. LOGO]

130 MERCHANT STREET
HONOLULU, HAWAII 96813

March 7, 1997

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Bancorp Hawaii, Inc. to be held at 8:30 a.m. on Friday, April 25, 1997, on the
Sixth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu,
Hawaii.

The accompanying Notice of Meeting and Proxy Statement describe the matters
to be considered and voted upon at the meeting. In addition to consideration of
these matters, a report to shareholders on the affairs of the Company will be
given and shareholders will have the opportunity to discuss matters of interest
concerning the Company.

Regardless of the number of shares you own and whether or not you plan to
attend, it is important that your shares be represented and voted at the
meeting. In the event that you are unable to attend the meeting, your shares may
still be voted if you complete, sign, and return the enclosed Proxy Card. Please
complete the Proxy Card and mail it promptly in the enclosed postage-paid return
envelope to ensure that your shares are voted in the manner you desire. If you
wish to do so, your proxy may be revoked at any time prior to its use.

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

Sincerely,
/s/ Lawrence M. Johnson

CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of Bancorp
Hawaii, Inc. ("Bancorp") will be held on Friday, April 25, 1997, at 8:30 a.m. on
the sixth floor of the Bank of Hawaii Building, 111 South King Street, Honolulu,
Hawaii, for the following purposes:

1. To elect four Class II Directors for terms expiring in 2000 and a
successor to fill the unexpired term of a retiring Class I Director.

2. To elect an Independent Auditor.

3. To approve an amendment to Section 4.1 of the Bancorp Hawaii, Inc.
Stock Option Plan of 1994 (the "Plan") to increase to $4,375,000 the number
of shares of common stock available for grant under the Plan.

4. To approve an amendment to the Restated Articles of Incorporation to
change the name of Bancorp Hawaii, Inc. to Pacific Century Financial
Corporation.

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

Only owners of record of Bancorp Hawaii, Inc. common stock at the close of
business February 20, 1997 are entitled to attend the meeting and vote on the
business brought before it.

You are urged to attend the meeting in person. However, in the event that
you are unable to attend the meeting, your shares may still be voted if you fill
in, sign, and return the enclosed Proxy Card in the attached postage prepaid
envelope. The Proxy Statement, to which your attention is now invited, is
intended to provide certain background information that will be helpful in
deciding how to cast your vote on business transacted at the meeting.

Please complete the Proxy Card and mail it promptly in the enclosed
postage-paid envelope to ensure that your shares are voted in the manner you
desire. If you wish to do so, your proxy may be revoked at any time prior to its
use.

BY ORDER OF THE BOARD OF DIRECTORS

[SIGNATURE]

CORI C. WESTON
Vice President and Corporate Secretary
Bancorp Hawaii, Inc.

Honolulu, Hawaii
Dated: March 7, 1997

IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL SAVE
BANCORP THE EXPENSE OF A SUPPLEMENTARY SOLICITATION.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
BANCORP HAWAII, INC.
130 MERCHANT STREET
HONOLULU, HAWAII 96813

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 1997
(Approximate Mailing Date: March 7, 1997)

The accompanying proxy is solicited by order of the Board of Directors of
Bancorp Hawaii, Inc. ("Bancorp"). Any proxy submitted as a result of this
solicitation may be revoked by the shareholder by giving notice of revocation to
Bancorp in writing or in person at any time prior to its use. Attendance at the
Annual Meeting will not in itself constitute revocation of a proxy.

The expense of this mail solicitation will be paid by Bancorp. In addition
to using the mails, proxies may be solicited by officers, directors, and regular
employees of Bancorp or its subsidiaries, in person, or by telephone, telefax or
telegram without additional compensation for such services. Bancorp will also
request brokers or nominees who hold Bancorp's common stock in their names to
forward proxy material at Bancorp's expense to the beneficial owners of such
stock. Bancorp has retained Georgeson & Company, a firm of professional proxy
solicitors, to aid in the solicitation of such proxies at an estimated fee of
$7,000 plus reimbursement of out-of-pocket expenses.

VOTING SECURITIES, VOTES REQUIRED, AND PRINCIPAL HOLDERS THEREOF

As of February 20, 1997 (the "record date"), Bancorp had outstanding
39,748,880 shares of common stock. If holders of more than 50% of those shares
are represented at the meeting, either in person or by proxy, a quorum will
exist for conducting business. Each share of common stock is entitled to one
vote; cumulative voting is not permitted under the By-Laws of Bancorp. Approval
of the amendment to the Restated Articles of Incorporation to change the name of
Bancorp requires the affirmative vote of two-thirds of Bancorp's stock
outstanding on the record date. Approval of the amendment to increase the number
of shares available for issuance under the Bancorp Hawaii, Inc. Stock Option
Plan of 1994 requires the approval of a majority of Bancorp's stock outstanding
on the record date. All other matters that will be submitted to the shareholders
at the meeting will require an affirmative vote of a majority of shares present
in order to be valid and binding. Under Hawaii law and Bancorp's Restated
Articles of Incorporation and By-Laws, as amended, abstentions and broker
non-votes are not voted in favor of or against any matter that may come before
the Annual Meeting. Such abstentions and broker non-votes will, however, have
the effect of a negative vote if an item requires the approval of a specified
proportion of all issued and outstanding shares of Bancorp's common stock.

1
<PAGE>
At the close of business on December 31, 1996, Bancorp had 39,959,234 shares
of common stock outstanding. Two corporations were known to Bancorp to own
beneficially 5% or more of Bancorp's common stock. Information about such
ownership is set forth in the following table:

<TABLE>
<CAPTION>
NAMES AND ADDRESSES OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
- ----------------- ---------------------------------------------- -------------------- -------------
<S> <C> <C> <C>
Common Stock Wellington Management Co. 3,361,390 8.4%
75 State Street
Boston, Massachusetts 02109

Common Stock State Farm Mutual Auto Insurance 2,811,556 7.0%
Company and its related entities
One State Farm Plaza
Bloomington, Illinois 61701
</TABLE>

- ---------

(1) Wellington Management Company, LLP, ("WMC") is an investment adviser
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended. As of December 31, 1996, WMC, in its
capacity as investment adviser, may be deemed to have beneficial ownership
of 3,361,390 shares that are owned by numerous investment advisory clients,
none of which is known to have such interest with respect to more than five
percent of the class. As of December 31, 1996, WMC had voting power and
dispositive power as follows: sole voting power, 0 shares; shared voting
power, 2,159,200 shares; sole dispositive power, 0 shares; shared
dispositive power, 3,361,390 shares.

(2) State Farm Mutual Automobile Insurance Company and its related entities have
sole voting and dispositive power over the 2,811,556 shares.

ELECTION OF DIRECTORS

The Restated Articles of Incorporation of Bancorp provide that the Board of
Directors shall consist of not less than 3 nor more than 15 persons who shall be
elected for such terms as may be prescribed in the By-Laws of Bancorp. The
By-Laws of Bancorp provide for a Board of Directors consisting of 11 persons
divided into 3 classes, with the terms of office of one class expiring each
year. Directors to succeed the class of directors whose terms expire will be
elected for terms of 3 years at Bancorp's annual meetings.

Listed below are the four persons who have been nominated as Class II
directors to serve 3-year terms to expire in 2000, and the person who has been
nominated as a Class I director to fill the unexpired term (to expire in 1999)
of a Class I director who has reached mandatory retirement age. All of the
nominees, except Donald M. Takaki are currently serving as directors of Bancorp.
Mr. Takaki has been nominated as a Class I director to succeed K. Tim Yee, who
has reached mandatory retirement age. Should any of these nominees become unable
to serve, an event which is not anticipated by Bancorp, the proxies, except
those from shareholders who have given instructions to withhold voting for the
following nominees, will be voted for such other persons as management may
nominate. Certain information concerning each of the nominees, and each of the
continuing directors, is set forth after his/her name. Each nominee or director
continuing in office is also currently a director of Bank of Hawaii (the
"Bank"), Bancorp's major subsidiary.

2
<PAGE>
NOMINEES FOR ELECTION AS CLASS II DIRECTORS -- TERMS EXPIRE IN 2000

<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND OTHER COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1996
- ------------------------- -------------------------------- -------------------------------- -----------------
<S> <C> <C> <C>
David A. Heenan; Trustee, The Estate of James Aloha Airgroup, Inc.; 4,697(1)
57; 1993 Campbell since January 1, Aloha Airlines, Inc.;
1995; Chairman, President and C. Brewer Homes, Inc.;
Chief Executive Officer of Pico Products, Inc.;
Theo H. Davies & Co., Ltd. Bank of Hawaii International,
(the North American subsidiary Inc., a
of Hong Kong-based Jardine subsidiary of the
Matheson Holdings Ltd., a Bank;
diversified multi-national Pacific Capital Asset
corporation) July 1982 to Management, a subsidiary
December 31, 1994. of the Bank.

Stuart T. K. Ho; Chairman of the Board and Aloha Airgroup, Inc.; 24,243(2)
61; 1987 President, Capital Investment Aloha Airlines, Inc.;
of Hawaii, Inc. (diversified Bishop Insurance of Hawaii,
real estate development and Inc.;
management company) since Capital Investment of Hawaii,
January 1982; Chairman, Inc.;
Gannett Pacific Corp. Gannett Co., Inc.;
(newspaper publishing company) College Retirement Equities
since 1987. Fund; Various subsidiaries and
affiliates of Bancorp.

Lawrence M. Johnson; Chairman and Chief Executive Various subsidiaries and 350,006(3)(4)
56; 1989 Officer of Bancorp and the affiliates of Bancorp.
Bank since August 1994;
President of Bancorp and the
Bank March 1989 to July 1994;
Executive Vice President of
Bancorp August 1980 to
February 1989, Director of the
Bank since April 1989.

Fred E. Trotter; President of F. E. Trotter, Inc. Longs Drug Stores; 3,792(5)
66; 1978 since January 1970. Maui Land & Pineapple Co., Inc.;
Bancorp Leasing of Hawaii Inc.,
a subsidiary of Bank of Hawaii.
</TABLE>

3
<PAGE>
NOMINEE FOR ELECTION AS CLASS I DIRECTOR -- TERM EXPIRES IN 1999

The foregoing persons will be nominated for election as Class II and Class I
directors, as indicated above. The shares represented by the proxy cards
returned will be voted FOR the election of these nominees unless otherwise
specified thereon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE
NOMINEES AS DIRECTORS.

A shareholder may nominate a particular individual to serve as a director,
provided notice of such nomination together with the written consent of such
individual to serve as a director is given within the time period provided for
in Section 2.06 of the By-Laws of Bancorp as restated. The notice of nomination
must be made in writing, delivered or mailed by first class mail to the
Corporate Secretary of Bancorp, and must set forth (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of the nominee, and (iii)
the number of shares of Bancorp stock beneficially owned by the nominee.

4
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS III DIRECTORS -- TERMS EXPIRE IN 1998

Herbert M. Richards, Jr.; President and Manager, Kahua Ranch, Ltd. Various subsidiaries 4,761(8)
67; 1994 (cattle and sheep ranching and and affiliates of
diversified agricultural business) Bancorp.
since December 1953.

H. Howard Stephenson; Retired; Chairman and Chief Executive Various subsidiaries 207,929(9)
67; 1980 Officer of Bancorp and the Bank March and affiliates of
1989 to July 1994; President of Bancorp.
Bancorp and the Bank August 1980 to
February 1989.

Stanley S. Takahashi; Executive Vice President & Chief Various subsidiaries 1,850(10)
64 Operating Officer, Kyo-Ya Company, and affiliates of
Ltd. since 1989; Secretary/Treasurer Bancorp.
since 1994 and Director of United
Laundry Service, Inc. since 1992;
President and Director of Kyo-Ya
Insurance Services Inc. since 1994;
Director of Kokusai Kogyo Company,
Ltd. since 1992 (diversified ownership
of hotels and resorts in Hawaii,
California, Florida and Australia).
</TABLE>

5
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS -- TERMS EXPIRE IN 1999*

<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND OTHER COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1996
- ------------------------- ----------------------------------------- -------------------------- -----------------
<S> <C> <C> <C>
Peter D. Baldwin; President of Baldwin Pacific Corporation Maui Land & Pineapple Co., 2,437(11)
59; 1991 (diversified foods distribution, milk Inc.
and juice processing/packaging company,
and orchard farming in California)
since 1965; President, Baldwin Pacific
Properties, Inc. (real estate
development company) since 1988;
Director and Chief Executive Officer of
Orchards Hawaii, Inc. (fruit juice
marketing) since 1986; President of
Haleakala Ranch Co. (cattle ranching
and real estate development).
Richard J. Dahl; President of Bancorp and the Bank, since Various subsidiaries and 189,853(12)
45; 1995 August 1994 and Chief Operating Officer affiliates of Bancorp.
of the Bank since August 1995;
Executive Vice President and Chief
Financial Officer of Bancorp April 1987
to January 1994; Vice Chairman of the
Bank December 1989 to July 1994.
Director of the Bank since April 1994.
</TABLE>

- ---------

* Thomas C. Leppert resigned as a Class I director of Bancorp effective
December 1, 1996 and joined the Bank as Vice Chairman and Bancorp as
Executive Vice President of Bancorp and as provided for in the Restated
Articles of Incorporation and By-Laws of Bancorp, the Board of Directors
resolved that the vacancy created by Mr. Leppert's resignation would not be
filled and reduced the number of directors from twelve to eleven.

(1) Includes 1,485 shares owned by self, 100 of which are restricted shares,
160 shares held in trust for Mr. Heenan, 2,052 shares acquired under the
Directors Deferred Compensation Plan ("Deferred Plan"), and 1,000 restricted
shares that Mr. Heenan has the right to acquire under the Director Stock
Option Plan ("Stock Option Plan").

(2) Includes 470 shares owned by self, 370 shares of which are in an individual
retirement account, and 100 of which are restricted shares, 562 shares owned
by spouse in an individual retirement account, and 6,768 shares acquired
under the Deferred Plan, 1,000 restricted shares that Mr. Ho has the right
to acquire under the Stock Option Plan, and indirectly 15,443 shares as
co-trustee for the Chinn Ho Trust under Trust Agreement dated February 6,
1987.

(3) Includes 20,836 shares held in trust for Mr. Johnson under the Bank of
Hawaii Profit Sharing Plan, 157,051 shares that Mr. Johnson has the right to
acquire within 60 days through the exercise of stock options, and 124,657
owned by self, 100 of which are restricted shares.

6
<PAGE>
(4) Includes 48,262 shares owned by the Bancorp Hawaii Charitable Foundation
(the "Foundation"). The Board of Directors of the Foundation, which consists
of the Bank's directors, has appointed Mr. Johnson as President of the
Foundation. Mr. Johnson, as President, has the authority to direct the
disposition of, and to vote and execute proxies for, such shares on behalf
of the Foundation. Because Mr. Johnson possesses shared voting and
investment power with respect to such shares, he may be deemed to have
incidents of beneficial ownership thereof for certain purposes within the
meaning of the applicable regulations of the Securities and Exchange
Commission. If the total number of shares beneficially owned by Mr. Johnson
included such shares held in trust for the Foundation, the percentage of
shares of common stock owned by Mr. Johnson would be 0.88%. Mr. Johnson has
advised Bancorp that he disclaims beneficial ownership of such shares of
Bancorp's common stock.

(5) Includes 967 shares owned by the F. E. Trotter, Inc. Pension Plan, of which
Mr. Trotter is the sole participant, 21 shares owned by daughter Brooke, and
1,804 shares owned by self. 100 restricted shares held in trust for Mr.
Trotter, and 1,000 restricted shares that Mr. Trotter has the right to
acquire under the Stock Option Plan.

(6) Includes 1,092 shares owned jointly with spouse, 100 restricted shares held
individually, 375 shares acquired under the Deferred Plan, and 500
restricted shares Mr. Takaki has the right to acquire under the Stock Option
Plan.

(7) Includes 1,941 shares held in trust for Dr. Bitterman, 100 of which are
restricted, 500 shares owned by self in an individual retirement account,
1,840 shares held in trust for spouse, 1,000 shares owned by spouse in an
individual retirement account, 1,080 shares owned by daughter Sarah, and
1,000 restricted shares that Ms. Bitterman has the right to acquire under
the Stock Option Plan.

(8) Includes 2,103 shares owned by Kahua Ranch, Ltd., of which Mr. Richards is
President and Manager and beneficiary of trust, 1,658 shares owned by self,
100 of which are restricted shares, and 1,000 restricted shares that Mr.
Richards has the right to acquire under the Stock Option Plan.

(9) Includes 68,014 shares held in trust for Mr. Stephenson, 100 of which are
restricted shares, 64,916 shares held in trust for spouse and 73,999 shares
that Mr. Stephenson has the right to acquire within 60 days through the
exercise of stock options, and 1,000 restricted shares that Mr. Stephenson
has the right to acquire under the Stock Option Plan.

(10) Includes 750 shares owned jointly with spouse in trust, 100 restricted
shares held individually, and 1,000 restricted shares that Mr. Takahashi has
the right to acquire under the Stock Option Plan.

(11) Includes 1,337 shares owned by Baldwin Pacific Corporation, of which Mr.
Baldwin is President, Director, and owner of all of the outstanding shares
of stock, 100 restricted shares held in trust for Mr. Baldwin, and 1,000
restricted shares that Mr. Baldwin has the right to acquire under the Stock
Option Plan.

(12) Includes 16,334 shares owned jointly with spouse, 100 restricted shares
owned individually, 1,339 shares held in trust for Mr. Dahl, 22,033 shares
held in trust for spouse, 1,782 shares owned by son Steven, 1,782 shares
owned by daughter Sarah, 1,727 shares owned by daughter Jane, 1,511 shares
held in trust for Mr. Dahl under the Bank of Hawaii Profit Sharing Plan, and
143,235 shares that Mr. Dahl has the right to acquire within 60 days through
the exercise of stock options.

7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table shows as of December 31, 1996, the number of shares of
common stock of Bancorp beneficially owned by all named executive officers of
Bancorp, individually, and all directors, executive officers and nominees as a
group. Chairman and Chief Executive Officer Johnson and President and Chief
Operating Officer Dahl are omitted from this table since such information is
provided for Mr. Johnson as a director nominee on page 3 and Mr. Dahl as a
director continuing in office on page 6.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AND AGE OF CURRENT POSITION AND BUSINESS EXPERIENCE BENEFICIALLY OWNED
INDIVIDUAL DURING THE PAST FIVE YEARS (A)
- ---------------------------------- ------------------------------------------------------- --------------------
<S> <C> <C>
Alton T. Kuioka; Executive Vice President of Bancorp since October 1994; 90,430(b)
53 Director of the Bank of Hawaii since November 1996;
Vice Chairman of the Bank since June 1994; and Chief
Lending Officer of the Bank since August 1995;
Executive Vice President of the Bank from November
1991 to May 1994; Senior Vice President from October
1988 to October 1991.

David A. Houle; Senior Vice President, Treasurer and Chief Financial 27,220(c)
49 Officer of Bancorp since December 1992 and Executive
Vice President and Chief Financial Officer of the
Bank since February 1994; Senior Vice President and
Investment Manager at Comerica Incorporated from
January 1985 to September 1992.

Denis K. Isono; Vice President and Controller of Bancorp since 1988; 21,334(d)
45 Senior Vice President of the Bank since 1993, and
Controller of the Bank since 1986.

Directors, nominees and executive 939,830(e)
officers as a group (15 persons)
</TABLE>

- ---------

(a) Each of the above named executive officers beneficially owns less than 1% of
the outstanding shares of common stock of Bancorp.

(b) Includes 8,408 shares held in trust for Mr. Kuioka under the Bank of Hawaii
Profit Sharing Plan, 19,118 shares owned by self and 62,904 shares that Mr.
Kuioka has the right to acquire within 60 days through the exercise of stock
options.

(c) Includes 420 shares held in trust for Mr. Houle under the Bank of Hawaii
Profit Sharing Plan, 2,200 shares owned jointly with spouse, 100 shares
owned by spouse in an individual retirement account, and 24,500 shares that
Mr. Houle has the right to acquire within 60 days through the exercise of
stock options.

(d) Includes 17,175 shares that Mr. Isono has the right to acquire within 60
days through the exercise of stock options, 1,544 shares held in trust for
Mr. Isono under the Bank of Hawaii Profit Sharing Plan, 2,500 shares owned
jointly with spouse, 56 shares owned by spouse as custodian for son Tyler
and 59 shares owned by spouse as custodian for son Travis.

(e) Includes 48,262 shares owned by the Bancorp Hawaii Charitable Foundation of
which Mr. Johnson is President as mentioned in footnote (4) on page 7 and
305,865 shares that may be acquired by executive officers within 60 days
through the exercise of stock options, and 31,919 shares held in trust under
the Bank of Hawaii Profit Sharing Plan pursuant to elections by executive
officers. If all such shares are included, all directors and executive
officers of Bancorp as a group owned 2.35% of

8
<PAGE>
Bancorp's common stock on December 31, 1996 and no one director or executive
officer owned more than 1% of such stock

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Bancorp's directors and executive officers and persons who own more than ten
percent of Bancorp's common stock to report their ownership and changes in their
ownership of Bancorp's common stock to the Securities and Exchange Commission
and the New York Stock Exchange. Specific due dates for these reports have been
established by the Securities and Exchange Commission and Bancorp is required to
report in this proxy statement any failure of its directors and executive (and
certain other) officers to file by these dates.

To Bancorp's knowledge, based solely on review of the copies of such reports
received by Bancorp and the written representations of its directors and
officers, Bancorp believes that all such filing requirements were satisfied by
its directors and officers for 1996.

DUTIES AND COMPENSATION OF DIRECTORS

Bancorp's Board of Directors met a total of 6 times during 1996. Each of the
directors attended 75% or more of the aggregate total number of meetings of the
Board of Directors and the total number of meetings held by the committees on
which he or she served in 1996.

With the exception of Mr. Johnson and Mr. Dahl, who are not compensated for
serving on the Board of Directors, each director was paid an annual retainer of
$8,000, plus $750 for each regular Board meeting attended.

The Board of Directors has 5 committees -- Audit Committee, Compensation and
Management Development Committee ("Compensation Committee"), Chief Executive
Office Evaluation Committee ("CEO Evaluation Committee"), Executive Committee,
and Nominating Committee. Directors who are not employees of Bancorp or any of
its subsidiaries serving as members of the Audit Committee, Compensation
Committee, and Executive Committee receive $600 for each meeting attended. The
chairman of the Compensation Committee receives an annual retainer of $2,500.
The chairman and vice chairman of the Audit Committee also receive an annual
retainer of $3,000 and $2,500 respectively. The co-chairmen of the CEO
Evaluation Committee receive an annual total compensation of $1,500 each and
each member received an annual total compensation of $1,000 each.

Bancorp maintains a Directors' Deferred Compensation Plan ("Deferred Plan")
under which each director may elect to defer all of his annual retainer and
meeting fees or all of his annual retainer. Distribution of the deferred amounts
will commence as of the first day of the first calendar month after the
participating director ceases to be a director of Bancorp. Distribution will be
made in a lump sum or in approximately equal annual installments over such
period of years (not exceeding 10 years) as the director elects. The Deferred
Plan was amended December 13, 1995, effective January 1, 1996, to permit
investment of the deferred amounts into certain Pacific Capital Funds. The
Deferred Plan was further amended July 26, 1996 effective September 1, 1996 to
permit investment of the deferred amounts into Bancorp stock. The deferred
amounts will no longer be credited with interest but will be valued based on the
underlying investment in the Pacific Capital Funds and Bancorp stock.

Bancorp maintains a Director Stock Compensation Program ("Program"). Under
the Program, each director of Bancorp and the Bank receives an automatic annual
grant of options to acquire restricted stock under the Stock Option Plan at a
price equal to the fair market value of Bancorp's stock at the date of grant. A
director who is a member of both Boards receives an annual option for 1,000
restricted shares, and a director who serves on only one Board receives an
annual option for 500 restricted shares. In addition, under the Restricted Share
Plan, directors of the Bank receive automatic annual grants of 100 restricted
shares (not to exceed 500 restricted shares to any one director). These grants
will replace qualifying shares (which are no longer required by state law)
currently held by most Bank of Hawaii directors. Upon receipt of 500 shares of
restricted stock under the Restricted Share Plan, directors will

9
<PAGE>
transfer their qualifying shares to the Bank at par value. Restricted stock
issued under the Program carries voting and dividend rights but is generally
non-transferable during a restriction period that ends upon expiration of a
director's last consecutive term at death, upon a change in control, or upon
removal from office by shareholders without cause. Restricted stock will be
forfeited if a director ceases to serve as a director for any reason that does
not cause a lapse of the restriction period.

AUDIT COMMITTEE

The Audit Committee, composed of Stuart T. K. Ho (Chairman), Mary G. F.
Bitterman (Vice-Chairman), David A. Heenan, Robert Wo, Jr., and K. Tim Yee, met
4 times during 1996. The primary functions of this Committee are to review
Bancorp's filings with the Securities and Exchange Commission, review tax
matters of consequence to Bancorp and its subsidiaries, review the internal
financial controls of Bancorp and its subsidiaries, review the scope of auditing
activity and reports prepared by Bancorp's independent and internal auditors and
regulatory agencies, and report the results to the Board of Directors. The
Committee also annually reviews the audit services provided by the independent
auditors and makes recommendations to the Board of Directors with respect to the
nomination of independent auditors for Bancorp.

COMPENSATION COMMITTEE

The Compensation Committee, composed of Fred E. Trotter (Chairman), Stuart
T. K. Ho, and Herbert M. Richards, Jr.*, met 3 times during 1996. The functions
of this Committee are to review, approve, and report to the Board of Directors,
the compensation arrangements and plans for senior management of Bancorp and its
subsidiaries. No member of the Compensation Committee may be an executive
officer of Bancorp and no executive officer of Bancorp may be a member of the
parallel committee of a corporation of which any of Bancorp's outside directors
is an officer or director. No executive officer of Bancorp is a director of
another entity having an executive officer who is a member of the Compensation
Committee.

CEO EVALUATION COMMITTEE

At the request of Mr. Johnson, the Board has initiated an expanded
evaluation and assessment of the CEO's performance. The CEO Evaluation
Committee, composed of Fred E. Trotter (Co-Chairman), H. Howard Stephenson
(Co-Chairman), Stuart T. K. Ho, Peter D. Baldwin, K. Tim Yee and Herbert M.
Richards, Jr.* met 6 times in 1996. The functions of this Committee are to
determine the performance objectives of the CEO and evaluate the CEO's
performance measured against the performance objectives and goals of Bancorp.*

EXECUTIVE COMMITTEE

The Executive Committee met 3 times during 1996 and is composed of H. Howard
Stephenson (Chairman), Lawrence M. Johnson, Richard J. Dahl, Stuart T. K. Ho,
Fred E Trotter, and two other non-employee directors (currently Peter D. Baldwin
and K. Tim Yee) who serve for six-month rotating terms. This Committee is
authorized to exercise certain powers of the Board of Directors, which are
delegated by resolution, during intervals between the meetings of the Board of
Directors when time is of the essence.

NOMINATING COMMITTEE

The Nominating Committee, composed of Fred E. Trotter (Chairman), Peter D.
Baldwin, Mary G. F. Bitterman, David A. Heenan, Stuart T. K. Ho, Herbert M.
Richards, Jr., H. Howard Stephenson, Stanley S. Takahashi and K. Tim Yee, met
once during 1996*. The functions of this Committee include the authority to
consider and recommend to the Board of Directors nominees to fill Board
vacancies. In addition to the nomination procedure discussed on page 4, this
Committee will consider recommendations by shareholders for nominees for
election to the Board, if such recommendations are received in writing, prior to
February 4, 1998 and not earlier than January 24, 1998 and as otherwise provided
by Section 2.06 of the

10
<PAGE>
restated By-Laws of Bancorp, addressed to Bancorp's Nominating Committee in care
of the Corporate Secretary, Bancorp Hawaii, Inc., 130 Merchant Street, Honolulu,
Hawaii 96813.

*Mr. Leppert resigned from the Compensation Committee and CEO Evaluation
Committee effective December 1, 1996 and Herbert M. Richards, Jr. was appointed
as his successor on each such committee.

EXECUTIVE COMPENSATION

The following table sets forth for the fiscal years ending December 31,
1996, 1995, and 1994, information with respect to compensation paid by Bancorp
to the Chief Executive Officer and Bancorp's other executive officers, ("named
executive officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------
PAYOUTS
----------
ANNUAL COMPENSATION AWARDS SECURITIES
- --------------------------------------------------------------------------- ----------- UNDERLYING LONG TERM
OTHER ANNUAL RESTRICTED OPTIONS/ INCENTIVE ALL OTHER
BONUS COMPENSATION STOCK SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION (1) YEAR SALARY ($) ($)(2) ($)(3) AWARD(S)(4) (#)(5) ($)(6) ($)(7)
- ------------------------------- ---- ---------- -------- ------------ ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence M. Johnson............ 1996 652,917 491,973 -- 100 50,000 0 135,825
Chairman of the Board and 1995 575,004 488,753 -- 65,000 0 40,493
Chief Executive Officer 1994 485,233 145,000 -- 12,500 0 32,533

Richard J. Dahl................ 1996 443,750 300,929 -- 100 40,000 0 84,585
President and Chief 1995 375,000 255,000 -- 50,000 0 26,440
Operating Officer 1994 306,112 100,000 -- 10,000 0 20,555

Alton T. Kuioka................ 1996 271,567 184,234 -- 20,000 0 52,980
Executive Vice President and 1995 226,257 153,855 -- 27,000 15,988
Chief Lending Officer 1994 172,287 60,000 -- 7,500 0 11,606

David A. Houle................. 1996 222,917 101,282 -- 10,000 0 38,834
Senior Vice President,
Treasurer 1995 168,639 80,319 -- 11,500 11,940
and Chief Financial Officer 1994 149,420 40,000 -- 7,500 0 10,075

Denis K. Isono................. 1996 114,141 40,047 -- 4,000 0 21,516
Vice President and Controller 1995 106,710 38,824 5,000 7,562
1994 96,123 20,000 -- 1,250 0 6,481
</TABLE>

- ---------

(1) Mr. Johnson has been Chairman of the Board and Chief Executive Officer since
August 1, 1994. Mr. Dahl has been President since August 1, 1994 and Chief
Operating Officer since August 1995. Mr. Kuioka has been Executive Vice
President since October 26, 1994 and Chief Lending Officer since August
1995.

(2) "Bonus" consists of cash awards under Bancorp's One-Year Incentive Plans for
the years 1995 and 1996. In 1994 a special cash bonus was awarded to all of
the named executive officers. The material terms of the 1996 One-Year
Incentive Plans are described in the Compensation Committee's Report in the
section entitled "One-Year Incentive Plans" on page 18.

(3) Perquisites did not exceed $50,000 or 10% of the total of annual salary and
bonus reported for any named executive officer for 1996.

(4) In 1996, Mr. Johnson and Mr. Dahl each received 100 restricted shares under
the Director Stock Compensation Program. The fair market value on the date
of grant was $35.50 and the fair market value at year-end was $42.00.
Dividends are paid on the restricted stock.

(5) Each stock option was in tandem with a stock appreciation right ("SAR"). A
SAR entitles the optionee, in lieu of exercising the stock option, to
receive cash equal to the excess of the value of one share over the option
price times the number of shares as to which the option is exercised. There
were no restricted stock awards to the named executive officers of Bancorp
for the years 1994 or 1995. All

11
<PAGE>
stock option awards were granted with an exercise price that is equal to the
fair market value of Bancorp's common stock on the date of grant. The number
and exercise price of the stock options awarded to the named executive
officers were not adjusted or amended for the years 1994, 1995 and 1996,
except for the adjustment for the 50% stock dividend paid on March 15, 1994,
as required by the Stock Option Plans. Stock options granted prior to March
16, 1994 have been adjusted for the 50% stock dividend paid by Bancorp.

(6) Represents amounts paid under Bancorp's Sustained Profit Growth Plan. There
were no amounts paid under this plan for the three-year incentive period
January 1, 1992 through December 31, 1994, January 1, 1993 through December
31, 1995 or January 1, 1994 through December 31, 1996. See section entitled
"Sustained Profit Growth Plan" on page 19.

(7) This column includes allocations for 1996 under the Bank of Hawaii Profit
Sharing Plan (the "Profit Sharing Plan"), the Bank of Hawaii Profit Sharing
Excess Plan (the "Excess Profit Sharing Plan"), the Bancorp Hawaii, Inc.
Money Purchase Plan (the "Money Purchase Plan") and the Bancorp Hawaii Inc.
Excess Money Purchase Plan (the "Excess Money Purchase Plan"). The Profit
Sharing Plan is a tax-qualified defined contribution plan. Each plan year,
Bancorp makes a profit sharing contribution based on Bancorp's adjusted net
income and adjusted return on equity for the plan year. The profit sharing
contribution is allocated to all participants based on a participant's
eligible compensation. The Profit Sharing Plan contains a 401(k) member
savings feature which meets the requirements of section 401(k) of the
Internal Revenue Code. Effective January 1, 1996, the Profit Sharing Plan
was enhanced to include a company matching contribution of $1.25 for each $1
(up to 2% of eligible compensation) a participant contributes in 401(k)
member savings.

The Money Purchase Plan was adopted effective January 1, 1996. The Money
Purchase Plan is a tax-qualified defined contribution plan under which a
participant will receive an allocation of an amount equal to 4% of the
participant's total eligible compensation.

The Internal Revenue Code ("Code") imposes certain limitations on the annual
amounts that any participant may receive under tax-qualified defined
contribution plans equal to the lesser of $30,000 or 25% of eligible
compensation. As a result, the Excess Profit Sharing Plan and the Excess Money
Purchase Plan were adopted effective January 1, 1992 and January 1, 1996,
respectively. The amount of any reduction applied to the qualified plan
contributions as a result of Code limitations are credited under the Excess
Profit Sharing and Excess Money Purchase Plans to accounts maintained on the
books of Bancorp. The amounts allocated under these plans will be paid from the
general assets of Bancorp at the time the participant receives a distribution of
his respective account from the Profit Sharing Plan and Money Purchase Plan.
Effective August 1, 1996, "rabbi trusts" were established with respect to the
Excess Profit Sharing Plan and Excess Money Purchase Plan in order to better
secure the payment of benefits. While assets of these plans are set aside in
trust (with Hawaiian Trust Company, Ltd. as trustee), such assets remain the
general assets of Bancorp and are subject to the claims of Bancorp's general
creditors. Participants under these plans are allowed to direct the investment
of their accounts in a manner similar to the Profit Sharing and Money Purchase
Plans.

For 1996 the named executive officers received the following allocations
under the Profit Sharing Plan, the Excess Profit Sharing Plan, the Money
Purchase Plan, and the Excess Money Purchase Plan:

<TABLE>
<CAPTION>
PROFIT SHARING EXCESS PROFIT
401(K) PLAN SHARING MONEY PURCHASE EXCESS MONEY PURCHASE
MATCH ALLOCATION PLAN ALLOCATION PLAN ALLOCATION PLAN ALLOCATION
--------- -------------- -------------------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
Lawrence M. Johnson............. $ 3,750 $ 11,353 $ 75,055 $ 6,000 $ 39,667
Richard J. Dahl................. 3,750 11,353 41,532 6,000 21,950
Alton T. Kuioka................. 3,750 11,353 20,855 6,000 11,022
David A. Houle.................. 3,750 11,353 11,600 6,000 6,131
Denis K. Isono.................. 3,750 11,353 270 6,000 143
</TABLE>

12
<PAGE>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR $/SHARE DATE VALUE (1)
- ------------------------------------------- ---------------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Lawrence M. Johnson........................ 50,000(2) 11.20/29.59 $ 42.25 12-20-06 $ 592,500
Richard J. Dahl............................ 40,000(2) 8.95/23.67 42.25 12-20-06 474,000
Alton T. Kuioka............................ 20,000(2) 4.47/11.83 42.25 12-20-06 237,000
David A. Houle............................. 10,000(2) 2.24/ 5.92 42.25 12-20-06 118,500
Denis K. Isono............................. 4,000(2) .90/ 2.37 42.25 12-20-06 47,400
</TABLE>

- ---------

(1) The estimated grant date present value was calculated using the
Black-Scholes model. The following assumptions were utilized in determining
the values: annual dividend yield of 2.75%; stock price volatility 16.97%
(based on daily stock prices for the one year period prior to the grant
date); and an option term of ten years.

(2) Stock options in tandem with SARs granted on December 20, 1996 become
exercisable on December 19, 1997 for a nine-year period ending December 19,
2006. The exercise or base price of the stock options and tandem SARs was
the fair market value of Bancorp's common stock on date of grant. All such
options and tandem SARs would become immediately exercisable upon a change
in control of Bancorp.

The stock options and stock appreciation rights exercised by the named
executive officers during fiscal 1996, as well as the number and total value of
unexercised in-the-money options as of December 31, 1996, are shown in the
following table:

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

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
VALUE YEAR-END(#) YEAR-END($)(2)
SHARES ACQUIRED REALIZED -------------------------- ---------------------------------
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------------- ---------- ----------- ------------- ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence M. Johnson................... 8,271 $ 449,917 157,051 50,000 $ 2,000,644 0
Richard J. Dahl....................... 1,239 280,922 143,235 40,000 1,745,531 0
Alton T. Kuioka....................... 5,000 299,237 62,904 20,000 898,162 0
David A. Houle........................ 2,000 24,160 24,500 10,000 252,958 0
Denis K. Isono........................ 500 11,455 17,175 4,000 271,731 0
</TABLE>

- ---------

(1) Includes exercise of stock appreciation rights.

(2) The fair market value of Bancorp's stock at year-end was $42.00.

13
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR (1)

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUT UNDER
TARGET PAYOUT LONG-TERM INCENTIVE PLAN
AS A % OF FY PERFORMANCE OR OTHER -----------------------------------
97-99 AVERAGE PERIOD UNTIL MATURATION OR THRESHOLD TARGET MAXIMUM ($
NAME ANNUAL SALARY PAYOUT ($ OR #) ($ OR #) OR #)
- ---------------------------------- --------------- -------------------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Lawrence M. Johnson............... 40% 3 years ending 12-31-99 $ 295 $ 295,000 $ 590,000
Richard J. Dahl................... 35% 3 years ending 12-31-99 180 175,000 350,000
Alton T. Kuioka................... 35% 3 years ending 12-31-99 110 110,000 220,000
David A. Houle.................... 30% 3 years ending 12-31-99 75 74,000 148,000
Denis K. Isono.................... 20% 3 years ending 12-31-99 30 26,000 52,000
</TABLE>

- ---------

(1) Represents contingent awards under Bancorp's Sustained Profit Growth Plan
for the three-year incentive period from January 1, 1997 through December
31, 1999. Under this Plan each executive receives a contingent award of a
specified percentage of his average annual base salary for the three-year
period. The maximum cash award payable under the plan is two times the
contingent award. The amount of the cash awards will depend upon Bancorp's
performance as measured by earnings per share growth and return on average
equity. Maximum payout, which is two times the contingent award, can occur
only if the weighted average return on average equity for the three years
covered by the plan during the three-year period is 18% or more and total
growth in earnings per share is 35% or more. No payments will be made if the
weighted average return on average equity for the three years covered by the
plan is 12% or less and total growth in earnings per share is less than 15%.
If growth in the weighted average return on average equity for the three
years covered by the plan during such period is about 15% and growth in
earnings per share is about 25%, then one times the contingent awards would
be payable ("Target" above). After the earnings per share growth rate and
the weighted average return on average equity for the three years covered by
the plan have been ascertained, the Chairman and the President of Bancorp
will prepare recommendations for all participants (excluding themselves) for
the Compensation Committee. The Compensation Committee will then make the
final determination of cash awards. Target amounts are not presently
determinable and the amounts set forth above are based on an assumed
adjustment of 5% per annum of the 1996 annual compensation.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
ESTIMATED MAXIMUM ANNUAL RETIREMENT
AVERAGE ANNUAL BENEFIT BASED UPON YEARS OF SERVICE
SALARY IN CONSECUTIVE ----------------------------------------------------------
HIGHEST PAID YEARS 15 20 25 30 35*
- ------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 75,000....................... $ 20,254 $ 27,005 $ 33,756 $ 40,507 $ 47,258
100,000....................... 27,754 37,005 46,256 55,507 64,758
125,000....................... 35,254 47,005 58,756 70,507 82,258
150,000....................... 42,754 57,005 71,256 85,507 99,758
200,000....................... 57,754 77,005 96,256 115,507 134,758
250,000....................... 72,754 97,005 121,256 145,507 169,758
300,000....................... 87,754 117,005 146,256 175,507 204,758
350,000....................... 102,754 137,005 171,256 205,507 239,758
400,000....................... 117,754 157,005 196,256 235,507 274,758
450,000....................... 132,754 177,005 221,256 265,507 309,758
500,000....................... 147,754 197,005 246,256 295,507 344,758
550,000....................... 162,754 217,005 271,256 325,507 379,758
600,000....................... 177,754 237,005 296,256 355,507 414,758
650,000....................... 192,754 257,005 321,256 385,507 449,758
700,000....................... 207,754 277,005 346,256 415,507 484,758
750,000....................... 222,754 297,005 371,256 445,507 519,758
</TABLE>

- ---------

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

14
<PAGE>
The Employees' Retirement Plan of Bank of Hawaii (the "Retirement Plan")
provides retirement benefits for employees of participating employers who have
completed certain age and service requirements. "Participating employers" means
the Bank, Hawaiian Trust Company, Ltd., First Federal Savings and Loan
Association of America, First Savings and Loan Association of America, First
National Bank of Arizona, and any associated company that has adopted the
Retirement Plan. Although retirement generally occurs at age 65, employees may
retire at or after age 62 with unreduced benefits. The amount of benefits
payable to employees who retire prior to age 62 is subject to specified
adjustments. Benefits paid under the Retirement Plan are primarily determined by
(1) the number of months a participant has worked, and (2) a participant's
average annual salary during the 60 consecutive months in his or her last 120
months of service affording the highest average, excluding overtime, premium
pay, incentive plan payouts, and discretionary bonuses.

The normal retirement benefit shown earlier assumes payment in the form of a
single life annuity commencing at age 65, and is not subject to any deduction
for Social Security or other offset amounts. The Internal Revenue Code generally
limits the maximum annual benefit which can be paid under the Retirement Plan to
the lesser of $120,000 in 1996 or 100% of the participant's average compensation
for the highest three consecutive calendar years during which he or she was a
participant. Accordingly, if at retirement the annual benefit of any participant
should exceed this limit, the individual's benefit from the Retirement Plan will
be reduced to the permissible maximum. The amount of this reduction will be paid
to the participant from an unfunded excess benefit plan designed for this
purpose. The Internal Revenue Code also limits the maximum average annual salary
that may be considered for purposes of determining a participant's benefit
(e.g., $150,000 in 1996). The amount of the reduction of benefit due to this
salary limitation will also be paid to the participant under the unfunded excess
benefit plan.

On January 25, 1995, Bancorp's Board of Directors approved comprehensive
revisions to Bancorp's retirement and profit sharing benefits, which include the
freezing of the Retirement Plan and vesting of participants as of December 31,
1995 (with the exception that for the next succeeding five year period
commencing January 1, 1996, benefits for certain eligible participants,
including Messrs. Johnson and Kuioka, will increase in proportion to the
increase in the participant's average annual salary). The credited years of
service and the 1995 compensation covered by the Retirement Plan of the named
executive officers as of the 1995 freeze date are as follows: Mr. Johnson, 32
years and $575,004; Mr. Dahl, 13 years and $375,000; Mr. Kuioka, 26 years and
$226,257; Mr. Houle, 2 years and $168,639 and Mr. Isono, 10 years and $106,710.
In 1996, the Retirement Plan benefits for Messrs. Johnson and Kuioka were
increased by 12.29% and 20.79%, respectively, in proportion to an increase in
their average annual salary from 1995 to 1996.

CHANGE-IN-CONTROL ARRANGEMENTS

Bancorp's Key Executive Severance Plan (the "Severance Plan") provides
participants, following a change in control of Bancorp, with severance benefits
under circumstances and in amounts set forth in the Severance Plan and in
individual severance agreements with each participant. Each of the severance
agreements with Bancorp's named executive officers provides that a "change of
control" will be deemed to have occurred if (i) any person or group becomes the
beneficial owner of 25% or more of the total number of voting securities of
Bancorp, or (ii) the persons who were directors of Bancorp before a cash tender
or exchange offer, merger or other business combination, sale of assets, or
contested election cease to constitute a majority of the Board of Directors of
Bancorp or any successor to Bancorp. Mr. Johnson's agreement, and the Severance
Plan, further provide that a "change of control" will be deemed to have occurred
if a majority of the Board of Directors determines in good faith that a change
of control is imminent. For Messrs. Johnson, Dahl and Kuioka, severance benefits
are payable if their employment is terminated voluntarily or involuntarily
within 2 years of a change of control. Such severance benefits include (i)
payment of a lump sum amount equal to 3 years of compensation (consisting of
salary, bonuses, and certain other incentive compensation, calculated in Mr.
Johnson's case on the basis of his highest total compensation during any
12-month period in the preceding three years, and in the case of Messrs. Dahl
and Kuioka, by applying a multiplier of 3 to the highest salary, highest bonus
and highest incentive

15
<PAGE>
compensation amounts paid in the preceding three years); (ii) special
supplemental retirement payments equal to the retirement benefits the
participant would have received had his employment continued for 3 years
following his termination of employment (or until his normal retirement date, if
earlier); and (iii) continuation of all other benefits he would have received
had employment continued for 3 years following the termination of employment (or
until his normal retirement date, if earlier), such as hospital,
medical-surgical, major medical, and group life insurance. The lump sum payment
to Mr. Dahl and Mr. Kuioka would also include a payment equal to any difference
between the actual payout under the One-Year Incentive Plan for the year of
termination and the maximum amount that would be payable if employment continued
to the end of the period and all performance goals were achieved. For Mr. Houle,
severance benefits are payable if within 2 years of a change of control his
employment is involuntarily terminated (or if he voluntarily terminates
employment following certain events involving demotion, reduction of
responsibilities, relocation, reduction in base salary, certain failures to
continue compensation plans and benefits programs or his participation therein,
or a failure of Bancorp or its successor to assume the obligations to Mr. Houle
under the agreement following a change in control). If such events occur, Mr.
Houle would receive as severance two times his then base salary, two times his
target bonus under the One-Year Incentive Plan, payouts under the One-Year Plan
and the Sustained Growth Profit Plan, continuation of all benefits for two years
(or, if earlier, until normal retirement age), and special retirement benefits
similar to those described above but calculated as though he had continued
employment for two years following termination.

The agreements with Mr. Dahl and Mr. Kuioka provide that amounts payable
thereunder will be grossed up for the amount necessary to pay any golden
parachute excise tax due. Mr. Houle's agreement provides that if payments to him
would constitute or result in "excess parachute payments", payments to him under
the agreement are to be reduced, but only if such reduction would result in an
increase in his net benefit.

Stock options and SARs held by named executive officers will become
immediately exercisable upon a change of control. See notes to the table
entitled "Stock Option/SAR Grants in Last Fiscal Year" on page 13. A change in
control will also cause the lapse of restrictions on stock issued under the
Director Stock Compensation Program.

In the case of the Incentive Plans and the 1997 to 1999 Growth Plan cycle,
the relevant incentive period will end and awards will be paid upon a
dissolution, liquidation, or change in control (as defined under the Severance
Plan) of Bancorp. In those circumstances, payments will be calculated by
multiplying contingent awards by 2.0 and by adjusting awards in proportion to
the number of months of the original incentive period that elapsed prior to the
triggering event. In the case of Growth Plan cycles that commenced in 1995 and
1996, relevant plan provisions do not utilize a change of control definition,
and provide that triggering events would include dissolution, liquidation, or a
consolidation or merger in which Bancorp is not the surviving corporation.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee, composed entirely of non-employee directors,
sets and administers the policies which govern Bancorp's executive compensation
programs, and various incentive and stock option programs. The Committee reviews
compensation levels of members of management, evaluates the performance of
management, and considers management succession and related matters. All
decisions relating to the compensation of Bancorp's officers are reviewed by the
full Board, except for decisions about awards under Bancorp's employee stock
option plans, which must be made solely by the Committee.

The policies and underlying philosophy governing Bancorp's executive
compensation program, which are endorsed by the Committee and the Board of
Directors, are designed to: (i) maintain a compensation program that is
equitable in a competitive marketplace, (ii) provide opportunities that
integrate pay with Bancorp's annual and long-term performance goals, (iii)
encourage achievement of strategic objectives and creation of stockholder value,
(iv) recognize and reward individual initiative and achievements, (v) maintain
an appropriate balance between base salary and short and long-term incentive
opportunity,

16
<PAGE>
and (vi) allow Bancorp to compete for, retain, and motivate talented executives
who are critical to Bancorp's success.

The Committee seeks to target executive compensation at levels that the
Committee believes to be consistent with others in Bancorp's industry, with the
executive officers' compensation weighted toward programs contingent upon
Bancorp's level of annual and long-term performance. As a result, the executive
officers' actual compensation levels in any particular year may be above or
below those of Bancorp's competitors, depending upon Bancorp's performance. The
following are Bancorp's competitive targets:

In general, for senior management positions of Bancorp (including Bancorp's
executive officers) and its subsidiaries, Bancorp will pay base salaries that,
on average, are at the 50th percentile of other banks and financial service
companies of Bancorp's current and projected asset size, with opportunities for
incentives that will result in total cash compensation above the 50th percentile
when Bancorp's performance exceeds expectations.

Goals for specific components are as follows:

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

The short-term (one-year) incentive plan will provide 50th percentile
awards if annual goals are achieved. The plan will pay higher awards if
annual performance goals are exceeded.

Under long-term incentive plans, Bancorp will provide to participants a
consistent 50th percentile opportunity from year-to-year, with possibilities
of earning substantially higher levels if long-term performance goals are
exceeded.

Bancorp retains the services of nationally recognized consulting firms to
assist the Committee in connection with the performance of its various duties.
Those firms provide advice to the Committee with respect to compensation
programs for senior management (including executive officers) of Bancorp and its
subsidiaries. Bancorp also obtains an extensive compensation survey biannually.
Such a survey was received in August 1995 in connection with the review by a
consulting firm of Bancorp's compensation programs for senior managers.

The 1995 review of Bancorp's compensation program provided a comparative
analysis of 23 positions utilizing a comparator group of 18 bank corporations.
Those bank corporations were viewed as more comparable to Bancorp in terms of
overall size, business mix and geographic scope than the 26 bank corporations in
the Montgomery Securities Regional Bank Group (which includes 8 of the 18 bank
corporations) used in the performance graph. For purposes of the 1995 survey,
the consultant obtained base salaries as of April 1, 1995 and other compensation
data from the comparator group and derived market comparables from that data.
The 1995 survey data was utilized in 1996 after adjusting that data to January
1, 1997 by applying an aging factor of 3.5% per year. During 1996 Bancorp
participated in a series of annual compensation practice reviews conducted by
nationally recognized compensation consultants. Those surveys provided pay
practice data for senior manager positions at nationwide banks with $10 billion
to $19.9 billion in assets (a group which includes 8 bank corporations utilized
for comparative purposes in the 1995 survey), and for various smaller bank
corporations. Based on that data and the adjusted results of Bancorp's 1995
biannual survey, Bancorp believes that salary and total cash compensation of its
executive officers generally corresponds to the 50th percentile of cash
compensation opportunities provided by comparable banks and financial services
companies.

1996 COMPENSATION ELEMENTS

Compensation paid to named executive officers in 1996, as reflected in the
Summary Compensation Table on page 11, consisted of the following elements: base
salary, profit sharing, and One-Year Incentive Plan cash awards for 1996. In
addition, as indicated in the Summary Compensation Table and the table on page
13 entitled "Stock Option/SAR Grants in Last Fiscal Year", in 1996 the Committee
awarded stock options under Bancorp's employee stock plans. No awards were paid
under Bancorp's Sustained Profit Growth Plan (the "Growth Plan") for the 1994
through 1996 cycle. Both the One-Year Incentive Plan and

17
<PAGE>
the Growth Plan are performance-based plans in which awards to named executive
officers are tied to objective measures of corporate performance.

BASE SALARIES

Base salaries for executive officers are determined by evaluating the
responsibilities of the positions held, the experience of the individual, the
competitive marketplace, and the individual's performance of his
responsibilities, with greatest emphasis on individual performance and the
competitive marketplace. Adjustments to salary also reflect new responsibilities
assigned or assumed by the individual. In setting salaries, the focus is
generally on competitive data. Also taken into account are key differences in
responsibilities between the executives of Bancorp and of other banks, and the
overall economic environment. No specific weighting is given to the foregoing
factors.

ONE-YEAR INCENTIVE PLANS FOR 1996

The stated purpose of Bancorp's One-Year Incentive Plans (in the aggregate,
"Incentive Plans") is to (i) motivate special achievement by eligible employees
upon whose judgment, initiative and efforts Bancorp is largely dependent for the
successful conduct of its business through a compensation program emphasizing
performance objectives; (ii) supplement other compensation plans; and (iii)
assist Bancorp in retaining and attracting such employees. There are two
Incentive Plans. The first covers the Chairman, President, and Vice Chairmen of
Bank of Hawaii, and the second covers other key employees of Bancorp and its
subsidiaries. Under the Incentive Plans, the Committee establishes, at the start
of the fiscal year, performance objectives applicable to annual award payments
and the amounts of such awards. Each participant receives a contingent incentive
award of a specified percentage of his or her annual base salary. The maximum
actual bonus payment permitted is 200% of the contingent incentive award. For
1996, the contingent incentive awards for named executive officers of Bancorp
were as follows: Mr. Johnson -- 50%; Messrs. Dahl and Kuioka -- 45%; Mr. Houle
- -- 30%; and Mr. Isono -- 25%. The awards under the Incentive Plans reported in
the "Bonus" column of the Summary Compensation Table on page 11 were based upon
financial performance factors established at the start of the fiscal year and
reviewed and approved by the Committee. These factors measured Bancorp's (i)
Return On Average Assets ("ROAA") and (ii) Earnings Per Share. For purposes of
the 1996 Incentive Plans, "ROAA" is defined as Bancorp's net income subject to
certain adjustments such as unusual gain or loss transactions for 1996 divided
by Bancorp's Average Total Assets (as reported in its Annual Report to
Shareholders) for 1996 and "Earnings Per Share" is defined as Bancorp's fully
diluted Earnings Per Share as reported by Bancorp in its Annual Report (subject
to certain adjustments such as unusual gain or loss transactions) for 1996. The
Committee regards ROAA and Earnings Per Share as appropriate measures of
performance over a one-year time frame. As elements of the Incentive Plans, they
are intended to induce growth in earnings through a more efficient mix of
earning assets.

Under the 1996 Incentive Plan covering the group which includes the
Chairman, the maximum financial performance factor of 2.0 would be attained if
Earnings Per Share were $3.17 or more and ROAA were 1.0% or more, or,
alternatively, if Earnings Per Share were $3.11 or more and ROAA were 1.10% or
more, and a financial performance factor of 1.0 would be attained if (among
other possible combinations) Earnings Per Share and ROAA were $3.05 and 0.9%,
respectively. Under the 1996 Incentive Plan covering other key employees, the
maximum financial performance factor of 1.4 would be attained if (among other
combinations) Earnings Per Share were $3.17 or more and ROAA were 1.00% or more
or, alternatively, if Earnings Per Share were $3.11 or more and ROAA were 1.10%
or more, and a financial performance factor of 1.0 would be attained if (among
other possible combinations) Earnings Per Share were $3.05 and ROAA were 1.0%,
respectively. In the case of the Incentive Plan covering the group which
includes the Chairman, the amount of the annual award is determined by
multiplying the contingent incentive award by the financial performance factor,
and the Committee is not permitted to increase (though it may reduce) the
resulting award amount. The Incentive Plan covering other key employees
(including Mr. Houle and Mr. Isono) utilizes both a financial performance factor
and an individual performance factor. The latter factor reflects an appraisal of
the individual's performance of job responsibilities during the incentive

18
<PAGE>
period. For this group, the annual award payment is determined by multiplying
the contingent incentive award by both the financial performance factor and the
individual performance factor.

For 1997, the Incentive Plans will utilize ROAA and Net Income to determine
the financial performance factor. However, for 1997, the Incentive Plan covering
the key employee group which does not include the Chairman has been modified to
weight the financial performance factor and the individual performance factor by
multiplying the factors by percentages which total 100% (e.g., 75% financial
performance factor and 25% individual performance factor). Thereafter, the
annual award is determined by multiplying the contingent incentive award by the
sum of the financial performance and individual performance factors as so
adjusted. The weighting of the performance factors allows the annual award to be
tied more directly to the employee's roles and responsibilities.

SUSTAINED PROFIT GROWTH PLAN

The Bancorp Sustained Growth Plan (the "Growth Plan") is intended to advance
the interests of Bancorp by (i) motivating special achievement by eligible
employees upon whose judgment, initiative, and efforts Bancorp is largely
dependent for the successful conduct of its business through a compensation
program emphasizing long-term performance incentives; (ii) supplementing other
compensation plans; and (iii) assisting Bancorp in retaining and attracting such
employees. The Committee has the discretion to determine which, and to what
extent, selected senior officers will participate in the Growth Plan on the
basis of their ability to make substantial contributions to the long-term
success, growth, and profitability of Bancorp. Currently, 53 senior officers
(including all Bancorp executive officers) participate in the Growth Plan. Under
the Growth Plan, each selected senior officer receives a contingent incentive
award opportunity of a specified percentage of his or her average annual base
salary for the three-year period. Actual awards are determined by measuring
Bancorp's performance over that three year period. Before the beginning of a
Growth Plan year, the Committee selects business criteria or measures and
establishes specific objective numeric goals for the following three-year
period.

The measures selected for the 1994 to 1996 Growth Plan cycle were net income
per employee and growth in earnings per share, weighted equally. Bancorp did not
meet its performance goals for the 1994 to 1996 cycle. Accordingly, no long-term
incentive payments were made to any named executive officer with respect to such
cycle.

The performance measures selected by the Committee for the 1997 to 1999
cycle, and contingent award percentages for current named executive officers,
are described on page 14 under "Long-Term Incentive Plans -- Awards in Last
Fiscal Year."

STOCK OPTION PLAN

The Committee considers stock option grants under the Bancorp Hawaii, Inc.
Stock Option Plan of 1994 (the "Plan") for key employees of Bancorp and its
subsidiaries. Stock options are granted by the Committee to those key employees
whose management responsibilities place them in a position to make substantial
contributions to the financial success of Bancorp. Directors who are not also
employees may not participate in the Plans. The Committee, which administers the
Plans, determines whether the options are incentive stock options or
nonqualified stock options. Stock options are granted with an exercise price
equal to the market price of Bancorp's common stock on the date of grant.

The Committee believes that stock options provide a strong incentive to
increase shareholder value, since stock options have value only if the stock
price increases over time. The Committee believes that option grants to its
executive officers and other key employees help to align the interests of
management with those of stockholders and to focus the attention of management
on the long-term success of Bancorp.

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

19
<PAGE>
from exercisable options is dependent upon the extent to which Bancorp's
performance is reflected in the market price of Bancorp's common stock at any
particular point in time, the decision as to whether such value will be realized
in any particular year is primarily determined by each individual executive and
not by the Committee. Accordingly, the Committee's decisions concerning
individual grants generally are not affected by the number of options previously
exercised, or the number of unexercised options held.

In July and December 1996, the Committee granted options for a total of
447,000 shares to 259 key employees. The number of grants in 1996 reflected
advice received by the Committee from two compensation consulting firms that
levels of option grants should be 1% to 1.5% of outstanding stock.

The amounts of individual awards to executive officers in 1996 were based on
their individual positions and responsibilities, and the other factors discussed
above. In the case of Mr. Johnson, the Committee elected to grant him a stock
option for 50,000 shares at an option price of $42.25 on December 20, 1996. The
1996 award to Mr. Johnson reflect the Committee's continuing strategy of
balancing short and long-term incentives in structuring executive officer
compensation. The level of his 1996 option awards was determined primarily by
the Committee's subjective evaluation of the importance to Bancorp of its
Chairman and Chief Executive Officer relative to positions held by other key
employees to whom options were awarded. In addition, the Committee's December
1996 grants to Mr. Johnson took into account without any specific weighting,
competitive considerations and the Committee's view that Mr. Johnson had made
significant accomplishments as set forth in the "CEO Compensation" section below

CEO COMPENSATION

In setting Mr. Johnson's target annual compensation as Chief Executive
Officer ("CEO"), the Committee has sought to provide levels that are competitive
among comparable banks and financial services corporations as described at page
17. The specific target levels for each element of compensation were the same as
those shown on page 17 for all Bancorp executive officers. Bancorp's One-Year
Incentive Plan, the Growth Plan and option grants make a substantial percentage
of Mr. Johnson's compensation dependent upon Bancorp's performance. These
arrangements also implement the Committee's intent to have a significant
percentage (over 20%) of each executive officer's target compensation based on
objective long-term performance criteria.

In 1995, the Board, at the request of Mr. Johnson, initiated an expanded
evaluation and assessment of the CEOs performance which was completed in late
1996. Mr. Johnson's base salary was increased effective February 1996 to
$660,000 from $575,000 in 1995. The salary adjustment was in recognition of the
1995 compensation survey discussed in the 1996 proxy which reflected that Mr.
Johnson's salary was below the 50th percentile of market data and on which the
Committee at the request of Mr. Johnson, deferred action until 1996. The
Committee also considered the initial results of the expanded evaluation
process. Mr. Johnson received, in 1997, a 1996 bonus of $491,973. The amount of
that bonus, which was determined by applying Bancorp's 1996 results to the
applicable financial performance factor for the Incentive Plan in which he
participates, increased Mr. Johnson's 1996 direct cash compensation (salary plus
bonus) to a level at approximately the 50th percentile of direct cash
compensation market data for nationwide banks and financial services
corporations. In 1996 the Committee awarded Mr. Johnson at-market options to
acquire a total of 50,000 shares, for reasons described above. He received no
payment under the Growth Plan.

The CEO Evaluation Committee met 4 times separately and 2 times with Mr.
Johnson in 1996. The Committee reviewed evaluations submitted by all independent
Bancorp directors and requested a self-performance review from Mr. Johnson. The
Committee presented the ratings and evaluation to Mr. Johnson and the full board
for discussion and Mr. Johnson responded to the Committee and the full

20
<PAGE>
board. Results of this review were considered by the Committee in making its
option decisions, and will affect 1997 compensation decisions. Mr. Johnson's
performance was evaluated using the following criteria:

<TABLE>
<C> <S>
-- Strategic Planning
-- Financial Performance
-- Structural Soundness
-- Decision Making
-- External Relations
-- Board Relations
-- Shareholder Relations
-- Corporate Objectives
</TABLE>

The Committee determined that under Mr. Johnson's leadership, Bancorp had
made significant progress and accomplishments. Some of the key quantitative
indicators of performance are set forth below:

<TABLE>
<CAPTION>
COMPANY PERFORMANCE
1995 1996
--------- ---------
<S> <C> <C>
Net Income (millions)...................................................... $ 121.8 $ 133.1
Earnings Per Share (EPS)................................................... $ 2.90 $ 3.23
Return on Average Assets (ROAA)............................................ .98% .99%
Return on Average Equity (ROAE)............................................ 11.87% 12.43%
Equity to Assets (EOA)..................................................... 8.27% 7.95%
</TABLE>

REVENUE RECONCILIATION ACT OF 1993

In 1993, Congress adopted the Revenue Reconciliation Act of 1993 (the "1993
Act"), certain provisions of which limit the ability of publicly-held companies
to deduct for taxation purposes the compensation paid to individual employees in
excess of $1 million in any fiscal year. The 1993 Act affords certain exemptions
to the deductibility limitation, generally requiring that compensation be
closely tied to objective performance criteria.

In general, Bancorp intends to maintain deductibility for all compensation
paid to covered employees, and will comply with the required terms of the
specified exemptions under the 1993 Act, except in circumstances under which
such compliance would unduly interfere with the goals of Bancorp's executive
compensation program or the loss of deductibility would not be materially
adverse to Bancorp's overall financial position. Beginning in 1996, the One-Year
Incentive Plan, discussed on page 18, was amended to increase the maximum
contingent incentive award for the President and Vice-Chairmen of Bank of Hawaii
(currently Mr. Dahl and Mr. Kuioka) from 40% to 45% of annual base salary. The
Committee recognizes that any increased compensation attributable to this
amendment would not qualify for exemption from the deduction limitation.
However, consistent with the Committee's above-stated intent, the Committee
believes that the amendment is necessary to achieve the incentive goals of
Bancorp's executive compensation program and any loss of deductibility would not
be materially adverse.

Compensation Committee
Fred E. Trotter, Chairman
Stuart T. K. Ho
Herbert M. Richards, Jr.

21
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

No executive officer of Bancorp served as a member of a compensation
committee (or board of directors serving as such) of any entity of which any
member if the Compensation Committee was an executive officer.

As discussed under "Transactions with Management and Others" Bancorp offers
preferential rate loans for primary residences to directors and executive
officers of Bancorp and its subsidiaries. Such preferential rate loans include
primary residence adjustable rate mortgage loans made to two members of the
Compensation Committee, Messrs. Ho and Trotter. The largest such loan amounts
outstanding during 1995, the loan amounts outstanding at December 31, 1996, and
the average interest rates charged during 1996 in connection with these two
loans were, respectively, $368,942, $359,486 and 6.50% for Mr. Ho, and $310,748,
$307,110 and 7.38% for Mr. Trotter. Mr. Ho is Chairman and President of Capital
Investment of Hawaii, Inc. which purchased commercial paper from Bancorp during
1996. The range of purchases was from $150,000 to $1,513,334 at an average
interest rate of 4.75% and the amount outstanding as of December 31, 1996 was
$300,000 and the average purchase was $609,392. Mr. Trotter is President of F.
E. Trotter, Inc. which during 1996 had leases with Bancorp Leasing of Hawaii,
Inc. a subsidiary of Bank of Hawaii. The largest aggregate amount outstanding as
of 1996 was $97,341 at an average yield of 21.36% and the amount outstanding as
of December 31, 1996 was $58,107. Transactions with Capital Investment of
Hawaii, Inc. and F. E. Trotter, Inc. were made in the ordinary course of
business on substantially the same terms as those prevailing at the time for
comparable transactions with other persons.

PERFORMANCE GRAPH

The following performance graph, which shows a five-year comparison of
cumulative total returns for Bancorp, the S&P 500 Index, and a peer group
defined in the Montgomery Securities Regional Bank Median, shall not be deemed
to be incorporated by reference into any filing under the 1933 Act or the 1934
Act, except to the extent Bancorp specifically incorporates it by reference into
a filing under the 1933 Act or the 1934 Act; nor shall it be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C under the 1934 Act or to the
liabilities of Section 18 of the 1934 Act, except to the extent that Bancorp
specifically requests that such information be treated as soliciting material or
specifically incorporates it by reference into a filing under the 1933 Act or
the 1934 Act. As of the date of this Proxy Statement, Bancorp has made no such
incorporation by reference or request.

22
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
(INCLUDES DIVIDEND REINVESTMENT)

<TABLE>
<CAPTION>
MONTGOMERY
SECURITIES
S&P REGIONAL
BANCORP HAWAII 500 BANK MEDIAN
----------------- --------- ---------------
<S> <C> <C> <C>
12/91.................................................. $ 100 $ 100 $ 100
12/92.................................................. 101 104 130
12/93.................................................. 97 112 136
12/94.................................................. 93 110 130
12/95.................................................. 136 148 201
12/96.................................................. 164 178 279
</TABLE>

- ---------

* Assumes $100 invested on December 31, 1991 in Bancorp Hawaii stock, the S&P
500 Index and the Montgomery Securities Regional Bank Median. The total
return on each investment is as of December 31 of each of the subsequent
five years and assumes reinvested dividends.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

LOANS

Directors and named executive officers of Bancorp and their associates were
customers of, and had transactions with Bancorp and its subsidiaries in the
ordinary course of business in 1996, and additional transactions in the ordinary
course of business may be expected to take place in the future with Bancorp and
its subsidiaries.

With the exception of the preferential rate loans described below, all
outstanding loans and commitments by Bancorp to directors, executive officers,
and their associates were made in the ordinary course of business, were made on
substantially the same terms (including interest rates and collateral) as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than normal risk of collectibility or present other unfavorable
features. Bancorp offers preferential rate loans to directors and executive
officers of Bancorp and its subsidiaries for primary residences under policies,
terms, and conditions applicable to all other employees at rates no lower than
1% below the prevailing market rates.

The following schedule (together with certain information set forth under
"Compensation Committee Interlocks and Insider Participation") provides
information concerning preferential rate loans made by Bancorp to those
directors and named executive officers of Bancorp whose aggregate indebtedness
exceeded $60,000 at any time during 1996:

<TABLE>
<CAPTION>
LARGEST LOAN AVERAGE
AMOUNT(S) LOAN AMOUNT(S) INTEREST
OUTSTANDING OUTSTANDING ON TYPE OF RATE
DIRECTORS DURING 1996 12/31/96 TRANSACTION(S) CHARGED
- ------------------------------------------------------ ------------ --------------- ------------- ----------
<S> <C> <C> <C> <C>
Peter D. Baldwin...................................... $ 347,793 $ 341,905 Real Estate 6.63%(1)
Richard J. Dahl....................................... 1,054,335 879,773 Real Estate 7.00%(2)
Stuart T.K. Ho........................................ 368,942 359,486 Real Estate 6.50%(1)
Lawrence M. Johnson................................... 555,410 549,483 Real Estate 6.50%(1)
Fred E. Trotter....................................... 310,748 307,110 Real Estate 7.63%(1)
Donald M. Takaki...................................... 185,802 181,795 Real Estate 7.13%(1)

EXECUTIVE OFFICERS
(EXCLUDING THOSE WHO
ARE ALSO DIRECTORS)
- ------------------------------------------------------
Alton T. Kuioka 484,028 471,562 Real Estate 7.50%(2)
David A. Houle 299,950 295,778 Real Estate 7.13%(1)
Denis K. Isono 172,150 166,853 Real Estate 7.25%(1)
</TABLE>

- ---------

(1) Primary residence adjustable rate mortgage loan.

(2) Primary residence fixed rate mortgage loan.

23
<PAGE>
CERTAIN BUSINESS RELATIONSHIPS

Bancorp and its subsidiaries, in the ordinary course of business, have
occasion to utilize the products or services of a number of organizations with
which directors of Bancorp are or were affiliated as officers, directors,
partners or shareholders. Management believes that such transactions were on
terms that were at least as favorable to Bancorp or the subsidiaries of Bancorp
involved as would have been available from unaffiliated parties.

LEASES

Donald M. Takaki is Chairman and CEO of Island Movers, Inc. which leased
equipment from Bancorp Leasing of Hawaii, Inc. a subsidiary of Bank of Hawaii,
during 1996. The largest aggregate amount outstanding during 1996 was $130,242
at an average yield of 16.66% and the amount outstanding as of December 31, 1996
was $122,332. Transactions with Island Movers, Inc. were made in the ordinary
course of business on substantially the same terms as those prevailing at the
time for comparable transactions with other persons.

SALE OF COMMERCIAL PAPER

As a means to borrow funds on a short-term basis, Bancorp issues commercial
paper that matures in 1 to 269 days. The interest rates paid are determined by
prevailing money market conditions. Among those who purchased Bancorp's
commercial paper during 1996 were:

<TABLE>
<CAPTION>
AVERAGE AMOUNT
AMOUNT OR RANGE OF PURCHASES INTEREST OUTSTANDING
PURCHASER AND AVERAGE PURCHASE FOR 1996 RATE 12/31/96
- ---------------------------------------------------------- ------------------------------ ----------- -----------
<S> <C> <C> <C>
Capital Investment of Hawaii, Inc. (of which Mr. Ho, a $150,000 to 1,513,334 4.75% $ 300,000
director of Bancorp, is Chairman and President) Average purchase $609,392
</TABLE>

PROPOSAL TO AMEND THE BANCORP HAWAII, INC. STOCK OPTION PLAN OF 1994

Bancorp's Board of Directors has approved, and recommended that shareholders
approve, an amendment to Section 4.1 of the Bancorp Hawaii, Inc. Stock Option
Plan of 1994 (the "Plan"), pursuant to which a maximum of 2,875,000 shares of
common stock (an additional 1,000,000 shares in addition to the original
1,250,000 shares which was adjusted to 1,875,000 as a result of a 50 percent
stock dividend declared on January 26, 1994 and payable on March 15, 1994) of
Bancorp may be issued. As of December 31, 1996 there were 994,373 shares
available under the 1994 Plan. The 1994 Plan will not be affected except by an
increase in the number of shares available for grant.

The purpose of the 1994 Plan is to attract, retain and motivate high quality
personnel and to provide incentives for the promotion of business and the
financial success of the Bancorp by providing them with an equity participation
in Bancorp. The Board of Directors believes that the additional shares are
desirable in order to service the needs of the 1994 Plan and to promote and
closely align the interest of employees of Bancorp and its shareholders by
providing stock-based compensation. Beginning in 1995, the Compensation
Committee, based on advice received from compensation consulting firms,
concluded that it would increase, beginning in 1995, the aggregate number of
options awarded. The Compensation Committee anticipates future annual awards in
amounts approximating one percent of Bancorp's outstanding shares and the
additional shares will fulfill this need.

24
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE FOREGOING
PROPOSAL.

PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF BANCORP HAWAII, INC.
TO PACIFIC CENTURY FINANCIAL CORPORATION

Bancorp's Board of Directors has approved, and recommended that shareholders
approve, an amendment to Bancorp's Restated Articles of Incorporation to change
the name of Bancorp Hawaii, Inc. to Pacific Century Financial Corporation.

In the opinion of management and the Board of Directors, there has been a
growing need on the part of Bancorp Hawaii, Inc. for a more distinctive and
descriptive identity than that provided by the present name. The Board of
Directors believes that the new proposed name will position Bancorp Hawaii, Inc.
to capitalize on the strategic locations of its offices in expanding into
additional markets, facilitate growth opportunities, and provide a more
contemporary identity beyond traditional banking services. BANK OF HAWAII,
BANCORP'S PRINCIPAL SUBSIDIARY, WILL NOT CHANGE ITS NAME OR IDENTIFICATION AS A
RESULT OF THE PARENT COMPANY'S NAME CHANGE.

Pacific Century Financial Corporation is a name that reflects our strategic
goals: to grow in the Pacific and to position ourselves as a full-service
financial provider. Pacific Century has a forward-looking visionary appeal, and
the name provides linkage between our past accomplishments and our future goals.
While Hawaii will remain our headquarters and our home, this new name
communicates the scope of our business and our geographic reach throughout the
Pacific region.

Accordingly, the Board of Directors recommends that shareholders approve the
proposal to amend Bancorp Hawaii Inc.'s Restated Articles of Incorporation, as
heretofore amended, so as to accomplish such change wherever the name Bancorp
Hawaii, Inc. appears therein, including without limitation Article I thereof,
which shall be amended to read as follows:

I
The name of the corporation shall be:
PACIFIC CENTURY FINANCIAL CORPORATION

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

ELECTION OF AN INDEPENDENT AUDITOR

The Board of Directors, on recommendation of the Audit Committee, recommends
the reelection of Ernst & Young LLP as Bancorp's Independent Auditor for 1997
and thereafter, until its successor is elected. Ernst & Young LLP has been
Bancorp's Independent Auditor since its incorporation in 1971 and also serves as
Independent Auditor for the Bank. Representatives of Ernst & Young LLP are
expected to attend the Annual Meeting and have indicated that they will have no
statement to make but will be available to respond to questions.

OTHER MATTERS

Bancorp knows of no other matter to come before the meeting. However, if any
other matter properly comes before the meeting, the persons named in the
enclosed proxy will vote in accordance with their judgment upon any such
matters.

Section 2.06 of Bancorp's By-Laws provides that for business to be properly
brought before the meeting by a shareholder, the shareholder must give written
notice thereof to the Secretary of Bancorp no later than 80 days nor earlier
than 90 days prior to April 26, 1997, which is the first anniversary of the

25
<PAGE>
preceding year's annual meeting. Such notice must set forth as to each matter
the shareholder proposes to bring before such meeting certain information
specified in Bancorp's By-Laws. Any such notice must be delivered or received by
the Corporate Secretary, Bancorp Hawaii, Inc., 130 Merchant Street, Honolulu,
Hawaii 96813.

SHAREHOLDER PROPOSALS FOR 1998 MEETING

Proposals of shareholders to be presented at and included in Bancorp's Proxy
Statement and proxy for the 1998 Annual Meeting of Shareholders must be received
by Bancorp (at 130 Merchant Street, Honolulu, Hawaii 96813) on or before
November 9, 1997.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cori C. Weston

VICE PRESIDENT AND CORPORATE SECRETARY

HONOLULU, HAWAII
MARCH 7, 1997

A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE RELATED
FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, IS AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER WHO REQUESTS A COPY
IN WRITING. THE FORM 10-K CONSISTS PRIMARILY OF INCORPORATION BY REFERENCE OF
INFORMATION CONTAINED IN THE ANNUAL REPORT TO SHAREHOLDERS OR IN THIS PROXY
STATEMENT. REQUESTS FOR COPIES SHOULD BE MAILED TO CORI C. WESTON, VICE
PRESIDENT AND CORPORATE SECRETARY, BANCORP HAWAII, INC., 130 MERCHANT STREET,
HONOLULU, HAWAII 96813.

26
<PAGE>
BANCORP HAWAII, INC.
130 MERCHANT STREET, HONOLULU, HAWAII 96813

PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 25, 1997

THIS PROXY IS SOLICITED BY MANAGEMENT BY ORDER OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Peter D. Baldwin, Mary G.F.
Bitterman, Stanley S. Takahashi, Herbert M. Richards, Jr., and H. Howard
Stephenson, and each of them, the proxy of the undersigned, with full powers of
substitution, to vote all common stock of Bancorp Hawaii, Inc., which the
undersigned may be entitled to vote at the annual meeting of stockholders of the
corporation to be held on April 25, 1997, or at any adjournment thereof. Said
proxies are instructed to vote as follows:

THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION OF ITS NOMINEES AS
DIRECTORS, ELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR; APPROVE AN
AMENDMENT TO THE BANCORP HAWAII, INC. STOCK OPTION PLAN OF 1994; AND APPROVE AN
AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION. THIS PROXY WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED AS RECOMMENDED BY THE
BOARD OF DIRECTORS. SAID PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION WITH
RESPECT TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.

<TABLE>
<S> <C> <C> <C>
1. Elect the following Directors:
Class II Directors for terms Nominees: David A. Heenan, Stuart T.K. Ho, Lawrence M. Johnson,
expiring in Fred E. Trotter
2000
Class I Director for term Nominee: Donald M. Takaki
expiring in 1999
(CHECK ONE BOX ONLY)
</TABLE>

For all nominees listed above / / Withhold Authority for all nominees listed
above / / For all nominees except as listed below / /

(TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE WRITE HIS NAME ON THE LINE
BELOW)

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

(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
2. Elect Ernst & Young LLP as Independent Auditor. FOR / / AGAINST / / ABSTAIN / /
3. Approve an amendment to Section 4.1 of the Bancorp FOR / / AGAINST / / ABSTAIN / /
Hawaii, Inc. Stock Option Plan of 1994 ("Plan") to
increase the number of shares of common stock
available for grant under the Plan.
4. Approve an amendment to the Restated Articles of FOR / / AGAINST / / ABSTAIN / /
Incorporation to change the name of Bancorp Ha-
waii, Inc. to Pacific Century Financial
Corporation.
</TABLE>

ADDRESS CHANGE AND/OR COMMENTS MARK
HERE

PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS HEREON. JOINT OWNERS SHOULD
SIGN PERSONALLY. ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN
SHOULD INDICATE FULL TITLE. IF ADDRESS
IS INCORRECT, PLEASE GIVE THE CORRECT
ONE.

Dated
--------------------------------------

--------------------------------------
Signature (no witness required)

--------------------------------------
Signature if stock held jointly

VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.

SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.