UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)  (888) 643-3888

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02.              Results of Operations and Financial Condition.

On July 26, 2010, Bank of Hawaii Corporation (the “Company”) announced its results of operations for the quarter ended June 30, 2010.  The public announcement was made by means of a press release, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Management Transition

As previously reported in a Current Report on Form 8-K filed on April 19, 2010, the Company had undertaken a leadership transition process that would result in President Peter S. Ho succeeding Allan R. Landon as Chairman and Chief Executive Officer.  On July 26, 2010, Bank of Hawaii Corporation announced that the transition will occur effective 12:00 noon on July 30, 2010, on which date Mr. Landon will retire from service in all capacities with the Company and its subsidiaries.  The public announcement was made by means of a press release, the text of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.  As Mr. Ho is a current named executive officer of the Company, the information relating to him required by Item 5.02(b) of Form 8-K has been previously reported except as described below.

Executive Compensation

Peter S. Ho.  Mr. Ho’s annual base salary as Chairman, President, and Chief Executive Officer of the Company will be $750,000.  He has received a supplemental award under the Company’s Executive Incentive Plan (“EIP”) so that his bonus opportunity with respect to the third and fourth quarters of 2010 is comparable to that received by Mr. Landon in his capacity as Chief Executive Officer.  The Company’s Human Resources and Compensation Committee has adopted an amendment to the EIP filed herewith as Exhibit 10.1 and incorporated herein by reference to accommodate a partial year performance period and to clarify the Committee’s authority with respect to final awards under the EIP in cases of termination of employment due to retirement, death, or disability.  As previously reported in a Current Report on Form 8-K filed on April 28, 2010, the Human Resources and Compensation Committee authorized a 15,000 share restricted stock award to be granted to Mr. Ho at such time as he is appointed Chief Executive Officer of the Company.  That award will become effective upon the transition with Mr. Landon.

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Retirement Agreement with Mr. Landon

The Board of Directors, upon the recommendation and approval of the Human Resources and Compensation Committee, has authorized the Company to enter into an agreement with Mr. Landon that provides for payments to him of $435,000 as a prorated final award for 2010 under the EIP, a recognition payment of $1,125,000, and a payment of $100,000 to help defray his moving and other relocation expenses associated with the relocation of his principal residence to the mainland, subject to his agreement to noncompetition and nonsolicitation covenants as set out in the letter agreement dated July 23, 2010 between the Company and Mr. Landon.  The foregoing description of the letter agreement with Mr. Landon is qualified in its entirety by reference to the copy of the letter agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.

10.1         Amendment 2010-1 to Executive Incentive Plan.  Filed herewith.

10.2         Letter agreement dated July 23, 2010 between Bank of Hawaii Corporation and Allan R. Landon.  Filed herewith.

99.1         July 26, 2010 Press Release: Bank of Hawaii Corporation Second Quarter 2010 Financial Results.  Any internet addresses provided in this release are for informational purposes only and are not intended to be hyperlinks.  Furnished herewith.

99.2         July 26, 2010 Press Release: Peter Ho to Assume Chairman and CEO Role at Bank of Hawaii Corporation.  Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

AMENDMENT 2010-1 TO THE

BANK OF HAWAII CORPORATION EXECUTIVE INCENTIVE PLAN

The Bank of Hawaii Corporation Executive Incentive Plan is hereby amended as follows:

1.  Section 2.12 is amended to read in its entirety as follows:

2.12         “Net Income” shall mean BOHC’s consolidated net income before taxes for the Performance Period, as reported in the annual report to shareholders (or as otherwise reported to BOHC’s shareholders, or if not reported to BOHC’s shareholders, as reported in BOHC’s monthly financial reports), adjusted as described in this Section.  The Committee may, in its sole discretion, provide in the terms of an Award for BOHC’s reported net income to be adjusted for one or more of the following in determining Net Income:

(a)           Expenses associated with this Plan;

(b)           Any extraordinary or unusual gain or loss transaction;

(c)           Securities gains or losses; and

(d)           Dividends on preferred shares.

2.  Section 2.15 is amended to read in its entirety as follows:

2.15         “Performance Period”, with respect to any Award, shall mean BOHC’s fiscal year, or such other period as the Committee may specify.

3.  Section 7.1 is amended to read in its entirety as follows:

7.1           Termination of Employment Due to Death, Disability, or Retirement.

(a)  Non-Incentive Pool Awards.  If a Participant who separates from service because of death, Disability, or Retirement had been granted a Contingent Award (other than a Contingent Award covered by Section 7.1(b)) for the Performance Period during which such death, Disability, or Retirement occurs (a “Termination Year Award”), the Committee in its sole discretion shall determine whether the Participant is entitled to the payout of any Final Award with respect to the Termination Year Award and, if so, the manner in which the Final Award amount will be prorated and the time at which any such payment shall be made.

(b)  Incentive Pool Awards.  If a Participant who separates from service because of death, Disability, or Retirement had been granted a Contingent Award for the Performance Period during which such death, Disability, or Retirement occurs equal to a percentage of an Incentive Pool established pursuant to Section 5.2 hereof based on

BOHC’s Net Income for such Performance Period, then the Participant shall be paid within 60 days after the Termination Measurement Date (as hereinafter defined) a Final Award calculated in accordance with the terms of the Contingent Award but based on BOHC’s Net Income during the portion of the Performance Period ending on the Termination Measurement Date.  Notwithstanding the foregoing, the Committee may, in its sole discretion, reduce or eliminate the amount of any such Final Award under this Section 7.1(b) and in exercising such discretion may take into account the extent to which the Participant’s separation from service may have occurred prior to the Termination Measurement Date.  “Termination Measurement Date” means the later of (i) the end of the calendar month immediately preceding the Participant’s separation from service (or the second immediately preceding calendar month in the case of a separation from service that occurs prior to the fifteenth day of the calendar month of such separation from service) or (ii) the first month-end date that would result in the Contingent Award being granted as of a date that satisfies Treasury Regulation Section 1.162-27(e)(2)(i).  No payment of a Final Award pursuant to this Section 7.1(b) shall be made prior to the Committee’s certification of Net Income during the portion of the Performance Period ending on the Termination Measurement Date.

(c)  Alternative Terms.  The terms of a Contingent Award may provide alternative terms for the treatment of the Award in the event of death, Disability, or Retirement, in which case such alternative terms shall apply in lieu of those set forth in this Section 7.1.

Exhibit 10.2

BANK OF HAWAII CORPORATION

130 Merchant Street

Honolulu, Hawaii  96813

July 23, 2010

Mr. Allan R. Landon

Chairman and Chief Executive Officer

Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii  96813

Dear Al:

The Board of Directors has asked me to accept on its behalf your decision to retire as Chairman and Chief Executive Officer and to resign from the Board and your other positions at Bank of Hawaii Corporation and its affiliates (collectively, the Company) effective at 12:00 noon HST on July 30, 2010.  We unanimously agree that it has been an honor and a privilege to work with someone of your business acumen, leadership skills and unquestioned integrity.

The Board has reviewed carefully your record of accomplishment during your period of service, your positions of increasing responsibility since you came to the Company in 2000 and your many accomplishments as Chief Executive Officer as well as corporate and your individual performance for the first half of the year.  I am pleased to tell you that, following that review, the Board, with the recommendation and approval of its compensation committee, has decided to take the following actions:

1.  In light of the Company’s financial performance for the first half of 2010 and your accomplishments during that period, you will receive $435,000 as your pro rated final award for 2010 under the Executive Incentive Plan (“EIP”) in addition to your salary and vested benefits.

2.  In consideration of your extraordinary achievements, your requests to limit your compensation in recent years and your agreement to the non-competition and other covenants set out below, you will receive an additional payment of $1,125,000 and a further payment of $100,000 to help defray your moving and other expenses associated with the relocation of your principal residence to the mainland.

3.  You will be entitled to receive these payments as soon as practicable on or after August 2, 2010.  They will be provided less all applicable withholdings.  The payment described in Section 1 will count as compensation for purposes of any other Company compensation or benefit plans, programs or arrangements to the same extent as EIP payments made by the Company in respect of full year performance.  The payments described in Section 2 will not count as compensation for purposes of any other Company compensation or benefit plan, program or arrangement.

Your services for the Company have been unique, you have had access to our most sensitive and confidential information, you have made extensive connections and played a valuable role in the community, and you, in very significant ways, have been the public face of the Company during your tenure as Chief Executive Officer.  As a matter of proper stewardship, then, the Board asks that you sign this letter agreeing during the first twelve months after your retirement, to neither, directly or indirectly:

(a) become involved as an employee, director or consultant with any commercial bank or savings institution headquartered in the state of Hawaii (or parent or affiliate of any such bank or savings institution if you have responsibility for operations in Hawaii),

(b) solicit business of the same or similar type being carried on by the Company from any person or entity known by you to be a customer of the Company, whether or not you had personal contact with such person or entity by reason of your employment with the Company, or

(c) whether for yourself or any other person or entity, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of the Company or induce or attempt to induce any employee of the Company to terminate his or her employment with the Company.

Al, let me reiterate the Board’s deep appreciation for your extraordinary dedication and service to the Company.  You truly have represented the values and mission of our organization.  We wish you and Sue all the best as you enter this next stage of your lives and we look forward to remaining in touch over the years ahead.

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Exhibit 99.1

Bank of Hawaii Corporation Second Quarter 2010 Financial Results

·                  Diluted Earnings Per Share $0.96

·                  Net Income for the Quarter $46.6 Million

·                  Board of Directors Declares Dividend of $0.45 Per Share

·                  Company Announces Plans to Resume Share Repurchase Program

FOR IMMEDIATE RELEASE

HONOLULU, HI (July 26, 2010) — Bank of Hawaii Corporation (NYSE: BOH) today reported diluted earnings per share of $0.96 for the second quarter of 2010, which was up 48 percent from diluted earnings per share of $0.65 in the same quarter last year.  Net income for the second quarter of 2010 was $46.6 million compared to net income of $52.7 million in the first quarter of 2010, and up from $31.0 million in the second quarter of 2009.  Second quarter 2010 results include a provision for credit losses of $15.9 million, down from $20.7 million in the first quarter of 2010, and down from $28.7 million in the second quarter of 2009.  Noninterest income in the second quarter of 2010 included net gains of $15.0 million on sales of investment securities compared with $20.0 million in the first quarter of 2010.

Average deposits continued to be strong during the second quarter of 2010, holding stable at $9.4 billion.  Total shareholders’ equity exceeded $1.0 billion at the end of the quarter.  The allowance for loan and lease losses increased to $147.4 million during the second quarter of 2010 and represents 2.71 percent of outstanding loans and leases.

“The second quarter was another strong quarter for Bank of Hawaii,” said Allan R. Landon, Chairman, and CEO.  “Our profitability remained solid and the Hawaii economy continues to show signs of gradual improvement.  While we have added $1.0 million to our allowance for loan and lease losses this quarter, economic and risk indicators suggest that further increases to the allowance may not be necessary.  We are also planning to resume our share repurchase program during the third quarter in an orderly and disciplined manner.”

The return on average assets for the second quarter of 2010 was 1.48 percent, down from 1.73 percent in the previous quarter, and up from 1.06 percent during the same quarter last year.  The return on average equity for the second quarter of 2010 was 19.01 percent compared to 22.54 percent for the first quarter of 2010 and 14.49 percent in the second quarter of 2009.

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For the six months ended June 30, 2010, net income was $99.3 million, up $32.3 million compared to net income of $67.0 million for the same period last year.  Diluted earnings per share were $2.05 for the first half of 2010, up from $1.40 for the first half of 2009.  The year-to-date return on average assets was 1.60 percent, up from 1.18 percent for the same period in 2009.  The year-to-date return on average equity was 20.73 percent, up from 16.13 percent for the six months ended June 30, 2009.  The efficiency ratio for the first half of 2010 was 47.59 percent compared with 53.78 percent for the same period last year.

Results for the first six months of 2010 included $35.0 million in net gains on investment securities, net interest recoveries of $2.8 million, and a gain of $1.2 million on the sale of leased equipment partially offset by an accrual of $3.3 million for employee cash grants for the purchase of Company stock.  Results for the first six months of 2009 included gains of $13.7 million from the disposition of leased equipment and the sale of the Company’s retail insurance brokerage business.  Gains in the first half of 2009 were partially offset by expenses for legal contingencies, an industry-wide FDIC assessment, and early debt retirement.  Details of these items are included in Table 2.

Financial Highlights

Net interest income, on a taxable equivalent basis, for the second quarter of 2010 was $104.2 million, down $3.7 million from net interest income of $107.9 million in the first quarter of 2010 and up $1.0 million from net interest income of $103.2 million in the second quarter of 2009.  Results for the first quarter of 2010 include the previously mentioned net interest recoveries of $2.8 million.  Analyses of the changes in net interest income are included in Tables 7a, 7b, and 7c.

The net interest margin was 3.51 percent for the second quarter of 2010, a 21 basis point decrease from 3.72 percent in the first quarter of 2010 and a 22 basis point decrease from 3.73 percent in the second quarter of 2009.  Adjusted for the net interest recoveries, the net interest margin in the first quarter of 2010 was 3.62 percent.

Results for the second quarter of 2010 included a provision for credit losses of $15.9 million compared with $20.7 million in the first quarter of 2010 and $28.7 million in the second quarter of 2009.  The provision for credit losses exceeded net charge-offs of $14.9 million by $1.0 million in the second quarter of 2010.  The provision for credit losses exceeded net charge-offs of $18.0 million by $2.7 million in the first quarter of 2010 and exceeded net charge-offs of $25.7 million by $3.0 million in the second quarter of 2009.

Noninterest income was $68.9 million for the second quarter of 2010, a decrease of $2.9 million compared to noninterest income of $71.8 million in the first quarter of 2010, and an increase of $9.0 million compared to noninterest income of $59.8 million in the second quarter of 2009.  Noninterest income in the second quarter of 2010 included the previously mentioned net securities gains of $15.0 million and $1.2 million on the sale of leased equipment.  Noninterest income in the first quarter of 2010 included net securities gains of $20.0 million.  Results for the second quarter of 2009 included a gain of $2.8 million related to the disposition of leased equipment and $0.9 million on the sale of the Company’s retail insurance brokerage business.

Noninterest expense was $85.9 million in the second quarter of 2010, up $4.2 million from noninterest expense of $81.7 million in the first quarter of 2010, and down $3.7 million from noninterest expense of $89.6 million in the same quarter last year.  Noninterest expense in the

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second quarter of 2010 included $3.3 million for the previously mentioned employee cash grants.  Noninterest expense in the second quarter of 2009 included a $5.7 million industry-wide FDIC assessment.  An analysis of salary and benefit expenses is included in Table 8.

The efficiency ratio for the second quarter of 2010 was 49.72 percent, compared with 45.54 percent in the first quarter of 2010 and 55.07 percent in the second quarter of 2009.  Adjusted for the income and expense items previously discussed, the efficiency ratio for the second quarter of 2010 was 52.77 percent compared with 52.18 percent in the first quarter of 2010 and 52.71 percent in the second quarter of 2009.  A summary of these items is included in Table 2.

The effective tax rate for the second quarter of 2010 was 34.37 percent compared to 31.53 percent in the previous quarter and 30.18 percent during the same quarter last year.  The lower effective tax rate in the first quarter of 2010 was primarily due to the expected utilization of capital losses on the sale of a low-income housing investment.  The lower effective tax rate in the second quarter of 2009 was primarily due to accounting for the termination of a leveraged lease that resulted in a $1.6 million income tax benefit.

The Company’s business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury & Other.  Results are determined based on the Company’s internal financial management reporting process and organizational structure.  Selected financial information for the business segments is included in Table 12a and 12b.

Asset Quality

Overall credit quality continued to reflect a slowly improving economy during the second quarter of 2010.  Non-performing assets remain at elevated levels primarily due to the lengthy resolution process on residential mortgages.  Non-performing assets were $43.2 million at June 30, 2010, up from $41.6 million at March 31, 2010, and up from $39.1 million at June 30, 2009.  As a percentage of total loans and leases, including loans held for sale and foreclosed real estate, non-performing assets were 0.79 percent at June 30, 2010.

Accruing loans and leases past due 90 days or more were $12.9 million at June 30, 2010, down from $16.0 million at March 31, 2010, and up from $9.6 million at June 30, 2009.  There were no commercial loans past due 90 days or more at June 30, 2010.  More information on non-performing assets and accruing loans and leases past due 90 days or more is presented in Table 10.

Net charge-offs during the second quarter of 2010 were $14.9 million or 1.09 percent annualized of total average loans and leases, down from $18.0 million or 1.28 percent annualized in the first quarter of 2010, and $25.7 million or 1.65 percent annualized in the second quarter last year.  Net charge-offs for the six months ended June 30, 2010 were $33.0 million, or 1.19 percent annualized of total average loans and leases, down from $39.7 million, or 1.26 percent annualized of total average loans and leases for the same period last year.

The allowance for loan and lease losses increased to $147.4 million at June 30, 2010, up from $146.4 million at March 31, 2010 and $137.4 million at June 30, 2009.  The ratio of the allowance for loan and lease losses to total loans and leases was 2.71 percent at June 30, 2010.  The reserve for unfunded commitments at June 30, 2010 remained unchanged at $5.4 million.  Details of charge-offs, recoveries, and the components of the reserve for credit losses are summarized in Table 11.

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Other Financial Highlights

Total assets were $12.86 billion at June 30, 2010, higher than total assets of $12.44 billion at March 31, 2010, and up from $12.19 billion at June 30, 2009.  Average total assets were $12.60 billion during the second quarter of 2010, higher than average assets of $12.38 billion during the previous quarter, and up from $11.75 billion during the second quarter last year.  The increase in total assets is largely due to growth in investment securities, partially offset by a decline in loan balances due to lower demand and tighter underwriting standards.  Wholesale funding with government entities increased $0.6 billion during the second quarter.

Total deposits were $9.32 billion at June 30, 2010, compared with total deposits of $9.49 billion at March 31, 2010 and $9.02 billion at June 30, 2009.  The decrease in deposits compared with the previous quarter was primarily due to a reduction in commercial savings and public deposits.  Average total deposits of $9.39 billion during the second quarter were level with average deposits during the previous quarter, and up from $9.22 billion during the same quarter last year.

As a result of strong deposit levels and weak loan demand, the investment securities portfolio increased to $6.13 billion at June 30, 2010, up from $5.61 billion at March 31, 2010, and up from $4.50 billion at June 30, 2009.

Total shareholders’ equity was $1.01 billion at June 30, 2010, up $73.6 million from $939.4 million at March 31, 2010, and up from $845.9 million at June 30, 2009.  No shares were repurchased during the second quarter of 2010.  The Company intends to resume share repurchases during the third quarter of 2010.  Remaining buyback authority under the share repurchase program was $85.4 million at June 30, 2010.

At June 30, 2010, the Tier 1 leverage ratio was 7.09 percent, up from 6.97 percent at March 31, 2010, and up from 6.64 percent at June 30, 2009.  At June 30, 2010, the ratio of tangible common equity to risk weighted assets increased to 18.57 percent, up from 16.75 percent at March 31, 2010, and up from 13.02 percent at June 30, 2009.

The Company’s Board of Directors has declared a quarterly cash dividend of $0.45 per share on the Company’s outstanding shares.  The dividend will be payable on September 15, 2010 to shareholders of record at the close of business on August 31, 2010.

Hawaii Economy

Hawaii’s economy was slightly improved during the second quarter of 2010.  Visitor arrivals have improved and spending appears to be stable.  Job growth remains weak across most business sectors and unemployment, although significantly better than the national average, is expected to remain elevated.  The State’s seasonally adjusted unemployment rate of 6.3 percent at the end of June 2010 was the sixth lowest in the country and compared with a national rate of 9.5 percent.  Home sales volume statewide continues to improve and prices on Oahu have stabilized, although sales prices on the neighbor islands continue to lag.  Private construction activity remains low; however, increased activity is anticipated due to Federal and State stimulus plans.  More information on Hawaii economic trends is presented in Table 14.

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Conference Call Information

The Company will review its second quarter 2010 financial results today at 8:00 a.m. Hawaii Time (2:00 p.m. Eastern Time).  The conference call will be accessible via teleconference and via the Investor Relations link of Bank of Hawaii Corporation’s web site, www.boh.com. Conference call participants in the United States should dial 866-831-6291.  International participants should dial 617-213-8860.  Use the pass code “Bank of Hawaii” to access the call.  A replay of the call will be available for one week beginning Monday, July 26, 2010 by calling 888-286-8010 in the United States or 617-801-6888 internationally and entering the pass code number 70182558 when prompted.  A replay will also be available via the Investor Relations link of the Company’s web site.

Forward-Looking Statements

This news release, and other statements made by the Company in connection with it may contain “forward-looking statements”, such as forecasts of our financial results and condition, expectations for our operations and business prospects, and our assumptions used in those forecasts and expectations.  Do not unduly rely on forward-looking statements.  Actual results might differ significantly from our forecasts and expectations because of a variety of factors. More information about these factors is contained in Bank of Hawaii Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the U.S. Securities and Exchange Commission.  We have not committed to update forward-looking statements to reflect later events or circumstances.

Bank of Hawaii Corporation is a regional financial services company serving businesses, consumers and governments in Hawaii, American Samoa and the West Pacific.  The Company’s principal subsidiary, Bank of Hawaii, was founded in 1897 and is the largest independent financial institution in Hawaii.  For more information about Bank of Hawaii Corporation, see the Company’s web site, www.boh.com.

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