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)

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):

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

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

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

o  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 Conditions.

On July 28, 2008, Bank of Hawaii Corporation announced its results of operations for the quarter ending June 30, 2008.  The public announcement was made by means of a press release, the text of which is furnished as Exhibit 99.1 hereto and is 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.

(e)  On April 25, 2008, stockholders approved an amendment to the Articles of Incorporation to eliminate the classified board of directors.  As a result of that change, each director serves a one year term, or until his or her successor is elected and qualified.

The Board has concluded that that it is appropriate to realign the Board’s equity compensation program to reflect the change in Board structure.  Prior to 2005, awards of restricted stock to Directors generally vested when the Director’s last term expires.  In the case of Director option grants prior to the 2005, the stock issued upon exercise was restricted stock subject to the same vesting conditions as awards of restricted stock.

Stockholders approved an amendment and restatement of the Director Stock Compensation Plan (the “Plan”) at the 2005 annual meeting.  Restricted stock awards issued in 2005 through 2007 under the Plan have included a three-year cliff vesting provision; restricted stock awards beginning in 2008 have a one-year vesting provision.  Stock options have not been granted to Directors under the Plan since 2006.  The stock options granted under the Plan between 2005 and 2006 vest in equal annual installments over a three-year period.

On July 25, 2008, the Board approved offering to its Directors the opportunity to amend the terms of restricted stock and option awards granted under the Plan prior to 2005 to (i) accelerate to October 1, 2008 the vesting of any outstanding restricted stock granted prior to 2005 (including any restricted stock that a Director may have acquired pursuant to the exercise of options granted prior to 2005), and (ii) eliminate restrictions on shares received upon exercise of outstanding options granted prior to 2005.

The Company does not expect to recognize any expense as a result of these amendments.

On July 25, 2008, the Company appointed Kent T. Lucien Chief Financial Officer.  Mr. Lucien has served as Chief Financial Officer on an interim basis since April 2008.  In connection with the appointment of Mr. Lucien as Chief Financial Officer, the Human Resources and Compensation Committee approved a restricted stock grant award of 7,500 shares of Bank of Hawaii Corporation common stock under the Bank of Hawaii Corporation 2004 Stock and Incentive Plan.

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Item 9.01.                    Financial Statements and Exhibits

(d)                 Exhibits

SIGNATURE

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

RESOLUTION OF

THE BOARD OF DIRECTORS

OF

BANK OF HAWAII CORPORATION

WHEREAS, Bank of Hawaii Corporation (the “Company”) maintains the Bank of Hawaii Corporation Amended and Restated Director Stock Compensation Plan (including any predecessor plan, the “Plan”);

WHEREAS, the Board has determined that it is desirable to amend the terms of restricted stock awards granted under the Plan prior to the Company’s 2005 annual meeting of shareholders that are outstanding as of October 1, 2008 (“Restricted Stock”), including Restricted Stock issued upon the exercise of stock options granted under the Plan prior to the Company’s 2005 annual meeting of shareholders (“Options”), so that all such Restricted Stock, to the extent it has not previously vested, becomes fully vested on October 1, 2008; and

WHEREAS, the Board has further determined that it is desirable to amend the terms of any Options that are outstanding as of October 1, 2008 so that fully vested shares (rather than shares of restricted stock) are issued upon the exercise of such Options;

NOW THEREFORE, BE IT:

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered to enter into, in the name and on behalf of the Company, amendment agreements with each member of the Board who wishes to do so and who holds shares of Restricted Stock and/or Options to provide that, notwithstanding anything to the contrary in the applicable award agreements:

1.             The “Restriction Period” (as defined in the applicable award agreement) applicable to Restricted Stock (including any Restricted Stock acquired pursuant to the exercise of Options) shall, to the extent it has not previously terminated, terminate on October 1, 2008.

2.             Effective October 1, 2008, no “Restriction Period” shall apply to any shares theretofore or thereafter issued upon the exercise of any Option.

3.             Notwithstanding the provisions of items 1 and 2 above, to the extent the terms of a Restricted Stock or Option award would result in the lapsing of restrictions or the acceleration of vesting (as applicable) on an earlier date than the date provided in such provisions, such restrictions shall lapse on, or such vesting shall accelerate to, such earlier date instead.

FURTHER RESOLVED, that the Plan (including the Company’s Director Stock Compensation Program of which the Plan is a successor) shall be deemed to be, and hereby is, amended to the extent necessary to effectuate the amendments to outstanding award agreements authorized by the foregoing resolution.

FURTHER RESOLVED, that the officers of the Company be, and each of them individually hereby is, authorized and empowered, in the name and on behalf of the Company, to take such actions, and to execute and deliver any and all agreements, instruments and other documents, that such officer or officers deems necessary, appropriate or convenient to effectuate the purpose and intent of the foregoing resolutions.

Exhibit 99.1

Bank of Hawaii Corporation Second Quarter 2008 Financial Results

·      Diluted Earnings Per Share $1.00

·      Net Income for the Quarter $48.3 Million

·      Board of Directors Declares Dividend of $0.44 Per Share

FOR IMMEDIATE RELEASE

HONOLULU, HI (July 28, 2008) — Bank of Hawaii Corporation (NYSE: BOH) today reported diluted earnings per share of $1.00 for the second quarter of 2008, an increase of $0.05 or 5.3 percent from diluted earnings per share of $0.95 in the same quarter last year.  Net income for the second quarter of 2008 was $48.3 million, up $0.6 million or 1.2 percent from net income of $47.7 million in the second quarter of 2007.

The return on average assets for the second quarter of 2008 was 1.85 percent, up from 1.84 percent during the same quarter last year.  The return on average equity for the second quarter of 2008 was 24.82 percent compared to 26.30 percent for the second quarter of 2007.  The efficiency ratio for the second quarter of 2008 was 50.01 percent compared to 50.88 percent in the second quarter last year.

“Financial performance for Bank of Hawaii Corporation during the first half of 2008 continued to be strong,” said Allan R. Landon, Chairman and CEO.  “Our net interest margin expanded, noninterest revenue improved and core expenses remain controlled.  Asset quality remained solid and net charge-offs decreased from the previous quarter.  We further strengthened our reserves as higher oil prices increase the risk in our legacy air transportation leasing portfolio.  We are maintaining our disciplined approach to credit and balance sheet management as the Hawaii economy slows.”

For the six months ended June 30, 2008, net income was $105.5 million, up $10.4 million compared to net income of $95.1 million for the same period last year.  Diluted earnings per share were $2.18 for the first half of 2008, up from diluted earnings per share of $1.89 for the first half of 2007.  Results for 2008 include $25.3 million from the redemption of Visa shares and a lessee’s early buy-out of an aircraft lease, which were recorded in the first quarter of 2008.  Partially offsetting these gains were expenses for employee incentives, legal contingencies, a call premium

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130 Merchant Street · PO Box 2900 · Honolulu HI 96846-6000 · Fax 808-537-8440 · Website www.boh.com

on Capital Securities, an increase in the allowance for loan and lease losses, and contributions to the Bank of Hawaii Charitable Foundation.  The net effect was an increase in net income for 2008 of $9.5 million or $0.20 per diluted share.  Details of these items are included in Table 2.   Financial results for the first half of 2007 included a $1.5 million credit related to resolution with the Internal Revenue Service of a Lease In/Lease Out (“LILO”) leveraged lease.

The year-to-date return on average assets was 2.01 percent, up from 1.84 percent for the same six months in 2007.  The year-to-date return on average equity was 27.33 percent, up from 26.64 percent for the six months ended June 30, 2007.  The efficiency ratio for the first half of 2008 was 49.80 percent, down from 51.25 percent in the same period last year.  Adjusted for the income and expense items previously discussed, the efficiency ratio for the first half of 2008 was 50.51 percent.

Financial Highlights

Net interest income, on a taxable equivalent basis, for the second quarter of 2008 was $107.4 million, up $8.3 million from net interest income of $99.1 million in the second quarter of 2007 and up $5.0 million from net interest income of $102.4 million in the first quarter of 2008.  Net interest income in the second quarter of 2007 included a $1.1 million credit related to the previously mentioned settlement of the LILO leveraged lease.  For the six-month period ended June 30, 2008, net interest income, on a taxable equivalent basis, was $209.8 million compared to $197.5 million for the same period in 2007.  Analyses of the changes in net interest income are included in Tables 7a, 7b and 7c.

The net interest margin was 4.41 percent for the second quarter of 2008, a 29 basis point increase from 4.12 percent in the second quarter of 2007 and a 24 basis point increase from 4.17 percent in the first quarter of 2008.   For the six months ended June 30, 2008, the net interest margin was 4.29 percent compared to 4.09 percent for the same six months in 2007.  The increase in the net interest margin was primarily due to lower funding costs in 2008.

Results for the second quarter of 2008 included a provision for credit losses of $7.2 million compared with $3.4 million in the second quarter of 2007 and $14.4 million in the first quarter of 2008.  The provision for credit losses exceeded net charge-offs of $4.7 million by $2.5 million in the second quarter of 2008.  The provision for credit losses equaled net charge-offs in the second quarter of last year and exceeded net charge-offs by $9.0 million in the first quarter of 2008.

Noninterest income was $60.5 million for the second quarter of 2008, an increase of $2.5 million compared to $58.0 million in the second quarter of 2007 and a decrease of $25.6 million compared to $86.1 million in the first quarter of 2008.  Noninterest income in the first quarter of 2008 included the previously mentioned gains of $25.3 million related to the Visa share redemption and the disposition of an aircraft lease.

Noninterest expense was $83.9 million in the second quarter of 2008, up $4.0 million from noninterest expense of $79.8 million in the same quarter last year and down $9.6 million from $93.4 million in the previous quarter.  Noninterest expense in the first quarter of 2008 included a reversal of $5.6 million related to Visa litigation, accruals of $9.0 million for employee incentives, $3.0 million for legal contingencies, $2.3 million for charitable contributions, $1.0 million for the call premium, and $0.6 million for separation costs.  Adjusted for these items, noninterest expense was $83.2 million in the first quarter of 2008.  An analysis of salary and benefit expenses is included in Table 8.

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The effective tax rate for the second quarter of 2008 was 37.03 percent compared to 35.25 percent during the same quarter last year and 28.88 percent in the previous quarter.  The lower effective tax rate in the first quarter of 2008 was primarily due to the disposition of an aircraft lease.  The effective tax rate for the second quarter of 2007 included a $0.4 million net credit due to the previously mentioned IRS tax settlement.

The Company’s business segments are defined as Retail Banking, Commercial Banking, Investment Services, and Treasury.  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 Tables 12a and 12b.

Asset Quality

The Company’s overall asset quality remained solid during the three months ended June 30, 2008 with low levels of non-performing assets and a reduction in accruing loans and leases past due 90 days or more.

Non-accrual loans and leases were $6.5 million at June 30, 2008, up from $6.3 million at June 30, 2007 and up from $5.8 million at March 31, 2008.  As a percentage of total loans and leases, non-accrual loans at June 30, 2008 of 0.10 percent remain near historic lows.

Total non-performing assets were $6.7 million at the end of the second quarter of 2008, up from $6.3 million at the end of the same quarter last year and up from $6.0 million at the end of the previous quarter.  The ratio of non-performing assets to total loans and foreclosed real estate at June 30, 2008 was 0.10 percent, unchanged from June 30, 2007 and up from 0.09 percent at March 31, 2008.

Accruing loans and leases past due 90 days or more were $4.2 million at June 30, 2008, up from $1.4 million at June 30, 2007 and down from $5.8 million at March 31, 2008. The ratio of total non-performing assets and loans 90 days or more past due to total loans at June 30, 2008 was 0.17 percent, up from 0.12 percent at June 30, 2007 and down from 0.18 percent at March 31, 2008.  Details of non-performing assets and accruing loans and leases past due 90 days or more are summarized in Table 10.

Net charge-offs during the second quarter of 2008 were $4.7 million or 0.29 percent annualized of total average loans and leases.  Net charge-offs increased $1.3 million compared to $3.4 million, or 0.21 percent annualized, during the same quarter last year and were down $0.8 million compared to $5.4 million, or 0.33 percent annualized, in the previous quarter.  The decrease compared to the previous quarter was largely due to lower charge-offs in the indirect automobile and unsecured consumer installment portfolios.  Net charge-offs for the six months ended June 30, 2008 were $10.1 million, or 0.31 percent annualized of total average loans and leases compared to $6.0 million, or 0.18 percent annualized of total average loans and leases for the same period last year.  Net charge-offs for the first six months of 2007 included a partial recovery of $2.1 million on an aircraft lease, which was charged off in 2005.

The allowance for loan and lease losses increased to $102.5 million at June 30, 2008, up from $91.0 million at June 30, 2007 and up from $100.0 million at March 31, 2008.  The ratio of the allowance for loan and lease losses to total loans was 1.57 percent at June 30, 2008, an increase from 1.39 percent at June 30, 2007 and from 1.52 percent at March 31, 2008.  The increase in the

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allowance for loan and lease losses from March 31, 2008 reflects elevated risk in the Company’s air transportation exposure due to the unprecedented rise in oil prices.  The reserve for unfunded commitments at June 30, 2008 was $5.2 million, unchanged from June 30, 2007 and from March 31, 2008.  Details of charge-offs, recoveries and the components of the total reserve for credit losses are summarized in Table 11.

Other Financial Highlights

Total assets were $10.37 billion at June 30, 2008, down $351 million from $10.72 billion at June 30, 2007 and down $452 million from $10.82 billion at March 31, 2008.  The decrease compared with the previous quarters was largely due to a reduction in funds sold.

Total loans and leases were $6.52 billion at June 30, 2008, down $48 million from $6.57 billion at June 30, 2007 and down $61 million from $6.58 billion at March 31, 2008.  Average loans and leases were $6.53 billion during the second quarter of 2008, essentially unchanged from the second quarter last year and down $56 million from $6.59 billion during the previous quarter.

Total commercial loans were $2.37 billion at June 30, 2008, down $53 million from $2.43 billion at June 30, 2007 and down $14 million from $2.39 billion at March 31, 2008.  The decrease was largely due to a reduction in construction lending.  Construction loans were $169 million at June 30, 2008, down $93 million from $261 million at June 30, 2007 and down $22 million from $191 million at March 31, 2008.

Total consumer loans were $4.14 billion at June 30, 2008, essentially unchanged from June 30, 2007 and down $48 million from $4.19 billion at March 31, 2008.  The decrease compared with the previous quarter was largely due to a reduction in residential first mortgages, automobile loans and unsecured consumer installment loans.  Loan and lease portfolio balances are summarized in Table 9.

Total deposits were $7.90 billion at June 30, 2008, down $410 million from $8.31 billion at June 30, 2007 and down $199 million from $8.10 billion at March 31, 2008.  Total deposits decreased near the end of the second quarter largely due to the release of escrow deposits following completion of a large construction project.  Average deposits were $7.96 billion during the second quarter of 2008, up $148 million from $7.81 billion during the second quarter last year and up $6 million from $7.95 billion during the previous quarter.

During the second quarter of 2008, the Company repurchased 220.0 thousand shares of common stock at a total cost of $11.4 million under its share repurchase program.  The average cost was $51.70 per share repurchased.  From the beginning of the share repurchase program in July 2001 through June 30, 2008, the Company had repurchased 45.2 million shares and returned nearly $1.6 billion to shareholders at an average cost of $35.35 per share.  From July 1, 2008 through July 25, 2008, the Company repurchased an additional 181.0 thousand shares of common stock at an average cost of $45.19 per share.  Remaining buyback authority under the share repurchase program was $43.4 million at July 25, 2008.

On May 15, 2008, the Company exercised its option to call the remaining $26.4 million of Capital Securities, previously qualified as Tier I Capital.  At June 30, 2008, the Tier 1 leverage ratio was 7.04 percent, up slightly from 7.02 percent at June 30, 2007 and up from 6.99 percent at March 31, 2008.

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The Company’s Board of Directors declared a quarterly cash dividend of $0.44 per share on the Company’s outstanding shares, consistent with the prior three quarters.  The dividend will be payable on September 15, 2008 to shareholders of record at the close of business on August 29, 2008.

Hawaii Economy

During the second quarter of 2008, Hawaii’s economic activity slowed.  The State’s unemployment rate increased to 3.5 percent, still among the lowest in the United States.  Visitor arrivals during April and May decreased approximately 7.0 percent, largely due to the shutdown of two airlines and reduced cruise ship activity.  Single-family home prices were down slightly on Oahu and showed further decline on Neighbor Islands.  Oahu home prices during the quarter averaged 4.4 percent below prices one year ago and were essentially unchanged from the same period in 2006.  Residential and commercial construction appears to be softening.  Inflation in Hawaii likely increased during the quarter because of rising energy and food costs.

Conference Call Information

The Company will review its second quarter 2008 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.  The conference call number for participants in the United States is 866-700-5192.  International participants should call 617-213-8833.  No pass code is required.  A replay of the conference call will be available for one week beginning Monday, July 28, 2008 by calling 888-286-8010 in the United States or 617-801-6888 internationally and entering the pass code number 40631649 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, 2007, 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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Bank of Hawaii Corporation and Subsidiaries

1    Efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and total noninterest income).

2    Operating leverage is defined as the percentage change in income before the provision for credit losses and the provision for income taxes.  Measures are presented on a linked quarter basis.

3    Net interest margin is defined as net interest income, on a taxable equivalent basis, as a percentage of average earning assets.

4    Dividend payout ratio is defined as dividends declared per share divided by basic earnings per share.

Bank of Hawaii Corporation and Subsidiaries

Bank of Hawaii Corporation and Subsidiaries

Bank of Hawaii Corporation and Subsidiaries

Bank of Hawaii Corporation and Subsidiaries