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

REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

BANCORP HAWAII, INC.
(Exact name of Issuer as specified in its charter)

HAWAII                     99-0148992
(STATE OF           (IRS EMPLOYER IDENTIFICATION
INCORPORATION)                    NO.)

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

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

BANCORP HAWAII, INC. STOCK OPTION PLAN OF 1994
(FULL TITLE OF PLAN)

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

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

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

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

CALCULATION OF REGISTRATION FEE

PROPOSED
PROPOSED          MAXIMUM
MAXIMUM         AGGREGATE        AMOUNT OF
TITLE OF              AMOUNT TO BE    OFFERING PRICE      OFFERING       REGISTRATION
SECURITIES TO BE REGISTERED    REGISTERED (1)    PER SHARE (2)      PRICE (2)         FEE (2)

Common Stock (par value $2 per
share).......................     1,875,000        $32.8125      $61,523,437.50     $21,215.13
<FN>
(1)  The  number  of  shares of  common  stock being  registered  represents the
maximum number of shares that may be issued pursuant to the Bancorp Hawaii,
Inc. Stock Option Plan of 1994, adjusted upward from 1,250,000 to 1,875,000
shares as a result of the 50%  stock dividend declared on January 26,  1994
and payable on March 15, 1994.
(2)  In  accordance with Rule 457 calculated on  the basis of the average of the
high and low prices  for the common  stock on the  New York Stock  Exchange
composite tape on July 26, 1994.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following documents are  incorporated by reference  in the Registration
Statement:

(a) The registrant's latest annual report on Form 10-K, or if the  financial
statements  therein are more  current, the registrant's  latest prospectus filed
pursuant to  Rule  424(b)  of  the  Securities  Exchange  Commission  under  the
Securities   Act  of  1933  containing  audited  financial  statements  for  the
registrant's latest fiscal year for which such statements have been filed.

(b) All other reports filed by the registrant pursuant to Sections 13(a)  or
15(d)  of the Securities Exchange  Act of 1934 since the  end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

(c)  The  description  of  registrant's   common  stock  contained  in   the
registration  statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report  filed for the purpose of updating  that
description.

All  documents  subsequently filed  by the  registrant pursuant  to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to  the
filing  of  a  post-effective  amendment  to  the  Registration  Statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of  such shares  then remaining unsold,  shall be  deemed to  be
incorporated by reference in the Registration Statement and to be a part thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified or  superseded for  purposes of  the Registration  Statement to the
extent that a  statement contained  herein or  in any  other subsequently  filed
document  which also  is or  is deemed  to be  incorporated by  reference herein
modifies or  supersedes  such  statement.  Any such  statement  so  modified  or
superseded  shall  not  be  deemed,  except as  so  modified  or  superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

II-1

ITEM 8.  EXHIBITS.

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

ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made,
a post-effective amendment  to this Registration  Statement: (i) to  include
any  prospectus required by Section 10(a)(3)  of the Securities Act of 1933;
(ii) to reflect  in the  prospectus any facts  or events  arising after  the
effective   date  of  the   Registration  Statement  (or   the  most  recent
post-effective amendment thereof) which,  individually or in the  aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  the
Registration Statement;  (iii)  to  include any  material  information  with
respect  to  the  plan  of  distribution  not  previously  disclosed  in the
Registration Statement or  any material  change to such  information in  the
registration  statement; provided, however, that clauses (i) and (ii) do not
apply if  the  information  required  to be  included  in  a  post-effective
amendment  by those  clauses is contained  in periodic reports  filed by the
registrant pursuant  to  Section  13  or Section  15(d)  of  the  Securities
Exchange  Act of 1934 that are incorporated by reference in the Registration
Statement.

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

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

(4) That, for purposes of determining any liability under the Securities
Act of  1933, each  filing of  the registrant's  annual report  pursuant  to
Sections  13(a) and  15(d) of  the Securities Exchange  Act of  1934 that is
incorporated by reference in the  Registration Statement shall be deemed  to
be  a new registration statement relating to the securities offered therein,
and the offering of such securities at  that time shall be deemed to be  the
initial bona fide offering thereof.

(5)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the registrant  pursuant to the provisions described
in Item 6, or otherwise, the registrant has been advised that in the opinion
of the Securities  and Exchange Commission  such indemnification is  against
public  policy as expressed in the  Act and is, therefore, unenforceable. In
the event that a claim  for indemnification against such liabilities  (other
than  the  payment by  the  registrant of  expenses  incurred or  paid  by a
director, officer or controlling person of the registrant in the  successful
defense  of any action,  suit or proceedings) is  asserted by such director,
officer or  controlling  person  in connection  with  the  securities  being
registered,  the registrant will,  unless in the opinion  of its counsel the
matter has  been settled  by controlling  precedent, submit  to a  court  of
appropriate  jurisdiction the question whether such indemnification by it is
against public policy as expressed  in the Act and  will be governed by  the
final adjudication of such issue.

II-2

SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc. certifies that it has  reasonable grounds to believe  that it meets all  of
the  requirements for filing on  Form S-8 and has  duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized, in Honolulu, Hawaii, on the 27th day of July, 1994.

BANCORP HAWAII, INC.

By _____/s/_H. HOWARD STEPHENSON______
H. Howard Stephenson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

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

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

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

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

*
Peter D. Baldwin                     Director                                  July 27, 1994

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

*
Thomas B. Hayward                     Director                                  July 27, 1994

*
David A. Heenan                      Director                                  July 27, 1994

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

II-3

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

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

*
Fred E. Trotter                      Director                                  July 27, 1994

*
Charles R. Wichman                    Director                                  July 27, 1994

*
K. Tim Yee                        Director                                  July 27, 1994

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

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

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

II-4

EXHIBIT INDEX

SEQUENTIALLY
NO.                                            DESCRIPTION                                          NUMBERED PAGE
- -------------  --------------------------------------------------------------------------------------  -----------------

(4)     Bancorp Hawaii, Inc. Stock Option Plan of 1994........................................

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

(23)(a)  Consent of Ernst & Young..............................................................

(b)  Consent of Carlsmith Ball Wichman Murray Case & Ichiki
(See Exhibit (5))....................................................................

(24)(a)  Power of Attorney of Bancorp Hawaii, Inc. and the Directors and Officers..............

(b)  Power of Attorney of Chief Accounting Officer Denis K. Isono..........................

BANCORP HAWAII, INC.
STOCK OPTION PLAN OF 1994
Effective January 1, 1994

ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

1.1   ESTABLISHMENT OF THE PLAN.  Bancorp Hawaii, Inc., a Hawaii corporation
(hereinafter referred  to as  the "Company"),  hereby establishes  an  incentive
compensation  plan to be known as the "Bancorp Hawaii, Inc. Stock Option Plan of
1994" (hereinafter referred to  as the "Plan"), as  set forth in this  document.
The  Plan  permits  the grant  of  Nonqualified Stock  Options,  Incentive Stock
Options, SARs,  Restricted  Stock, Restricted  Stock  Units, and  other  similar
Awards; and it offers flexibility in determining the time of payment and whether
Awards  will be conditioned  on the attainment of  performance goals and whether
they will be settled in cash.

Subject to ratification by an affirmative vote of a majority of Shares,  the
Plan  shall become effective as  of January 1, 1994  (the "Effective Date"), and
shall remain in effect as provided in Section 1.3 herein.

1.2  PURPOSE OF THE PLAN.  The purpose of the Plan is to promote the success
and enhance  the value  of the  Company  by linking  the personal  interests  of
Participants  to those  of Company  shareholders, and  by providing Participants
with an incentive for outstanding performance.

The Plan is further  intended to provide flexibility  to the Company in  its
ability to motivate, attract, and retain the services of Participants upon whose
judgment,  interest, and special effort the  successful conduct of its operation
largely is dependent.

1.3  DURATION OF THE PLAN.   The Plan shall commence on the Effective  Date,
as  described in Section 1.1 herein, and  shall remain in effect, subject to the
right of the Board of  Directors to terminate the Plan  at any time pursuant  to
Article  13 herein, until all Shares subject  to it shall have been purchased or
acquired according to the Plan's provisions.  However, in no event may an  Award
be granted under the Plan on or after January 1, 2004.

ARTICLE 2.  DEFINITIONS

2.1  DEFINITIONS.  Whenever used in the Plan, the following terms shall have
the  meanings set  forth below  and, when the  meaning is  intended, the initial
letter of the word is capitalized:

(a) "Award" means, individually or collectively, a grant under this Plan
of Nonqualified  Stock Options,  Incentive Stock  Options, SARs,  Restricted
Stock, Restricted Stock Unit, or other vehicles described in the Plan.

(b)   "Award  Agreement"  means  an   agreement  entered  into  by  each
Participant  and  the  Company,  setting  forth  the  terms  and  provisions
applicable to Awards granted to Participants under this Plan.

(c)  "Beneficial Owner" shall have the  meaning ascribed to such term in
rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(d) "Board" or "Board of Directors" means the Board of Directors of  the
Company.

(e)  "Cause" means (i)  willful misconduct on the  part of a Participant
that is detrimental to the Company; or (ii) the conviction of a  Participant
for  the commission of a felony  or crime involving turpitude. "Cause" under
either (i) or (ii) shall be determined in good faith by the Committee.

(f) "Change in Control" shall be deemed to have occurred if:

(1) Any  person [other  than  a trustee  or other  fiduciary  holding
securities under an employee benefit plan of the Company or a corporation
owned  directly  or  indirectly  by the  shareowners  of  the  Company in
substantially the same  proportions as  their ownership of  stock of  the
Company],  including  a "group"  as defined  in  Section 13(d)(3)  of the
Securities

EXHIBIT (4)

Exchange Act of  1934, is or  becomes the beneficial  owner of shares  of
stock of the Company having 25% or more of the total number of votes that
may be cast for the election of directors of the Company; or

(2)  As  a result  of,  or in  connection  with, any  cash  tender or
exchange offer, merger  or other  business combination,  sale of  assets,
contested election, or any combination of the foregoing transactions, the
persons  who were directors  of the Company  before the transaction shall
cease to constitute a majority of  the Board of Directors of the  Company
or any successor of the Company; or

(3)  A majority  of the Board  of Directors determines  in good faith
that a "Change in Control" is imminent.

(g) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

(h)  "Committee"  means  the  committee,  as  specified  in  Article  3,
appointed  by the  Board to  administer the Plan  with respect  to grants of
Awards.

(i) "Company" means Bancorp Hawaii,  Inc., a Hawaii corporation, or  any
successor thereto as provided in Article 15 herein.

(j)  "Director" means any  individual who is  a member of  the Board of
Directors of the Company.

(k) "Disability"  means a  disability as  defined in  the then  existing
insured  disability income benefit program maintained  by the Bank of Hawaii
(regardless of whether the Participant is covered under that program.)

(l) "Employee" means any full-time, nonunion employee of the Company  or
of  the Company's Subsidiaries. Directors who  are not otherwise employed by
the Company shall not be  considered Employees under this Plan.  Individuals
described in the first sentence of this definition who are foreign nationals
or  are employed outside of the United States, or both, are considered to be
"Employees" and may be granted Awards on the terms and conditions set  forth
in  the Plan or on such terms  and conditions different from those specified
in the  Plan as  may, in  the judgment  of the  Committee, be  necessary  or
desirable  to further  the purpose  of the  Plan, provided  that any maximum
amount for an individual Award that  is provided in the Plan shall  continue
to  apply to  such Employees  in the  same manner  as with  respect to other
Employees.

(m) "Exchange Act" means the Securities Exchange Act of 1934, as  amended
from time to time, or any successor Act thereto.

(n) "Fair Market Value" means

(1)  When Shares are not listed on an established stock exchange, the
mean between the closing dealer "bid" and "ask" prices for the Shares  as
quoted  by NASDAQ on the  date of the determination,  and if no "bid" and
"ask" prices  are quoted  for such  date, "Fair  Market Value"  shall  be
determined  by reference  to such  prices on  the next  preceding date on
which such prices were quoted; or

(2) When  Shares are  listed  on an  established stock  exchange  (or
exchanges), "Fair Market Value" shall be deemed to be the highest closing
price  of a Share on such stock exchange,  and if no sale of Shares shall
have been made  on any stock  exchange on that  day, "Fair Market  Value"
shall be determined by reference to such price for the next preceding day
on which a sale shall have occurred; or

(3)  If Shares are not traded on an established stock exchange and no
closing dealer "bid" and "ask" prices are available, "Fair Market  Value"
shall be determined by the Committee based on objective criteria.

(o)  "Freestanding SAR" means a SAR that is granted independently of any
Options.

2

(p) "Incentive  Stock  Option" or  "ISO"  means an  option  to  purchase
Shares,  granted under Article 6 herein, which is designated as an Incentive
Stock Option and is intended to meet the requirements of Section 422 of  the
Code.

(q)  "Insider" shall mean  an Employee who  is, on the  relevant date, a
specifically identified officer, director,  or ten percent (10%)  beneficial
owner of the Company, as defined under Section 16 of the Exchange Act.

(r)  "Nonqualified Stock Option:" or "NQSO"  means an option to purchase
Shares, granted  under Article  6 herein,  which is  not intended  to be  an
Incentive Stock Option.

(s)  "Option" means  an Incentive Stock  Option or  a Nonqualified Stock
Option.

(t) "Option Price" means the price at which a Share may be purchased  by
a Participant pursuant to an Option as determined by the Committee.

(u)  "Participant" means an Employee of  the Company who has outstanding
an Award granted under the Plan.

(v) "Performance-Based Compensation" means  compensation under an  Award
that  is granted in order  to provide remuneration solely  on account of the
attainment of one or more preestablished, objective performance goals  under
circumstances that satisfy the requirements of Code Section 162(m)(4)(C).

(w)  "Period of Restriction" means the  period during which the transfer
of Shares of Restricted Stock is limited  in some way (based on the  passage
of  time, the  achievement of performance  goals, or upon  the occurrence of
other events as  determined by the  Committee, at its  discretion), and  the
Shares  are  subject to  a substantial  risk of  forfeiture, as  provided in
Article 8 herein.

(x) "Person" shall  have the meaning  ascribed to such  term in  Section
3(a)(9)  of the Exchange Act  and used in sections  13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).

(y) "Reload Option" means a NQSO that allows the holder to receive a new
Option for the same or  some other specified number of  Shares if he or  she
exercises the NQSO by tendering previously owned Shares.

(z)  "Restricted Stock" means an Award of Shares subject to restrictions
that include a requirement to complete  a specified period of employment  in
order to avoid forfeiture of such Shares.

(aa)  "Restricted Stock Unit"  means a unit representing  a Share that is
subject to restrictions like those applicable to Restricted Stock and  that,
depending  on its terms, may be settled either in cash or by the issuance of
an unrestricted Share upon the lapse of the restrictions.

(ab) "Retirement"  means termination  of employment  after attainment  of
both  age 62 and entitlement to  an unreduced retirement allowance under the
Employees' Retirement Plan of Bank of Hawaii.

(ac) "Shares" means the shares of common stock of the Company.

(ad) "Stock Appreciation Right" or "SAR"  means an Award pursuant to  the
terms of Article 7 herein.

(ae) "Subsidiary" means any corporation in which the Company has at least
a 50-percent direct or indirect ownership interest.

(af)  "Tandem  SAR" means  a SAR  that  is granted  in connection  with a
related Option, the exercise of which shall require forfeiture of the  right
to  purchase a Share under the related Option (and when a Share is purchased
under the Option, the Tandem SAR shall similarly be canceled).

3

(ag) "Window Period" means the period beginning on the third business day
following the date of  public release of the  Company's quarterly sales  and
earnings  information, and ending on the twelfth business day following such
date.

ARTICLE 3.  ADMINISTRATION

3.1   THE COMMITTEE.   The  Plan  shall be  administered by  a  compensation
committee  of the Board consisting of two or more outside Directors who meet the
requirements of this section.  The members of the  Committee shall be  appointed
from  time  to time  by,  and shall  serve  at the  discretion  of the  Board of
Directors.

The Committee shall  be comprised solely  of Directors who  are eligible  to
administer  the Plan  pursuant to  Rule 16b-3(c)(2)  under the  Exchange Act and
whose  status  allows  the  Plan  to  meet  the  requirement  of  Code   Section
162(m)(4)(C)(i)  that performance goals  under the Plan must  be determined by a
compensation committee of  the Board  comprised solely  of two  or more  outside
Directors.  If  for  any  reason  the existing  Committee  does  not  qualify to
administer the Plan under these criteria,  the Board of Directors may appoint  a
new   Committee  so  as  to  comply  with  Rule  16b-3(c)(2)  and  Code  Section
162(m)(4)(C)(i).

3.2  AUTHORITY OF THE COMMITTEE.  The Committee shall have full power except
as limited by law or by the Articles of Incorporation or Bylaws of the  Company,
and  subject to the  provisions herein, to determine  the Participants, the size
and types of Awards; to determine the  terms and conditions of such Awards in  a
manner  consistent with  the Plan;  to construe and  interpret the  Plan and any
agreement or instrument  entered into under  the Plan; to  establish, amend,  or
waive  rules and regulations for the  Plan's administration; and (subject to the
provisions of  Article 13  herein) to  amend  the terms  and conditions  of  any
outstanding  Award  to  the extent  such  terms  and conditions  are  within the
discretion of the  Committee as  provided in  the Plan.  Further, the  Committee
shall  make all other determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the Committee may delegate  its
authorities as identified hereunder.

All  Participants under  the Plan  are eligible  to receive  Awards that may
provide Performance-Based  Compensation.  The  Committee  shall  determine  when
granting  each Award whether or not  it is intended to provide Performance-Based
Compensation, and  shall cause  the  agreement covering  any  Award that  is  so
intended  to indicate this fact and to  include such other information as may be
necessary to satisfy the requirements for treatment as compensation described in
Code Section  162(m)(4)(C).  Until  the  maximum dollar  Award  is  changed  and
approved  by the Company's stockholders, the  maximum dollar amount that will be
paid in settlement of any Award that provides Performance-Based Compensation  is
the  Fair  Market  Value (determined  on  the  date the  Award  is  exercised or
otherwise settled)  of  20  percent  of the  total  authorized  pool  of  Shares
specified  in Section 4.1.  Notwithstanding the foregoing,  if an initial dollar
maximum is specifically  provided for a  particular type of  Award elsewhere  in
this Plan, that specific maximum shall be substituted in place of the maximum in
the  preceding sentence. A change  in the foregoing maximum  may be made by Plan
amendment or other means, provided that it is made and approved by the Company's
stockholders in a manner that  satisfies regulatory guidance under Code  Section
162(m)(4)(C).  Once made,  the changed maximum  dollar amount(s)  shall apply to
Awards providing Performance-Based  Compensation, and the  maximum specified  in
this section shall cease to apply.

The  terms and conditions of any Award (other than an Award of an Option and
the related Tandem SAR,  if any) that is  intended to provide  Performance-Based
Compensation shall include the requirement that such Award shall be payable only
on  account of the  attainment of one or  more preestablished performance goals.
The agreement covering the  Award shall specify the  performance goals to  which
payment  under the Award  is subject and  shall state, in  terms of an objective
formula or standard, the method for computing the amount of compensation payable
to the Participant if the goal is  obtained. In addition, before the payment  of
any  such Award, the Committee shall certify  that the performance goals and any
other material terms of the Award have in fact been satisfied.

4

For purposes of the foregoing,  the Committee shall specify the  performance
goals   and   certify   the   attainment  of   such   goals   with   respect  to
performance-related Awards in  accordance with Code  section 162(m) and  related
rules  and  regulations  followed by  the  Internal Revenue  Service.  Except as
otherwise permitted  or  required by  such  authorities, the  performance  goals
applicable  to each Award subject  to this paragraph shall  be determined by the
Committee in a  manner such  that any compensation  of a  Participant under  the
Award  is paid  pursuant to  a preestablished  objective performance  formula or
standard that  precludes discretion  and  generally allows  a third  party  with
knowledge of the relevant performance results to calculate the amount to be paid
to the Participant.

In  general,  the  reservation  of  a  right  to  reduce  or  eliminate  the
compensation or  other economic  benefit that  was due  upon attainment  of  the
performance goal shall not be considered to constitute impermissible discretion,
but  the choice to  pay upon the  attainment of either  of two performance goals
shall not  be  allowed under  the  rules precluding  Committee  discretion.  The
performance goals applicable to each Award intended to provide Performance-Based
Compensation  award may be  based on but  not limited to  the following business
criteria: control  of net  overhead expenses,  control of  nonperforming  loans,
adequacy  of loan  loss reserves,  control of  noninterest expenses,  control of
interest margin,  increase in  the  Company's common  stock price,  increase  in
earnings  per  share,  growth in  net  income  per employee,  return  on equity,
increase in bank  deposit levels, return  on average equity,  return on  assets,
increase  in capitalization levels, increase in noninterest income and growth in
earnings.

3.3   DECISIONS BINDING.    All determinations  and  decisions made  by  the
Committee  pursuant to  the provisions  of the  Plan and  all related  orders or
resolutions of the Board shall be final, conclusive, and binding on all persons,
including the  Company, its  stockholders,  Employees, Participants,  and  their
estates and beneficiaries.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN

4.1   NUMBER OF  SHARES.  Subject  to adjustment as  provided in Section 4.3
herein, the total number of Shares available  for grant under the Plan shall  be
1,250,000.  These Shares  may be  either authorized  but unissued  or reacquired
Shares.

The following rules  will apply  for purposes  of the  determination of  the
number of Shares available for grant under the Plan:

(a)  While  an Award  is outstanding,  it shall  be counted  against the
authorized pool of Shares, regardless of its vested status.

(b) The grant of an Option  or Freestanding SAR shall reduce the  Shares
available  for grant under the Plan by  the number of Shares subject to such
Award.

(c) The  grant  of  a Tandem  SAR  shall  reduce the  number  of  Shares
available  for grant by the  number of Shares subject  to the related Option
(i.e., there  is no  double counting  of Options  and their  related  Tandem
SARs).

(d)  To  the extent  that an  Award is  settled in  cash rather  than in
Shares, the authorized  Share pool  shall be credited  with the  appropriate
number  of  Shares  represented by  the  cash  settlement of  the  Award, as
determined  at  the  sole  discretion  of  the  Committee  (subject  to  the
limitation set forth in Section 4.2 herein).

4.2    LAPSED AWARDS.   If  any Award  granted under  the Plan  is canceled,
terminates, expires,  or  lapses for  any  reason  (with the  exception  of  the
termination  of  a  Tandem  SAR  upon exercise  of  the  related  Option  or the
termination of a related Option upon exercise of the corresponding Tandem  SAR),
any  Shares subject to such  Award again shall be available  for the grant of an
Award under  the  Plan.  However,  in  the  event  that  prior  to  the  Award's
cancellation,  termination, expiration, or lapse, the holder of the Award at any
time received one  or more "benefits  of ownership" pursuant  to such Award  (as
defined  by  the Securities  and Exchange  Commission, pursuant  to any  rule or
interpretation promulgated under  Section 16  of the Exchange  Act), the  Shares
subject to such Award shall not be

5

made  available for regrant under  the Plan. Further, any  Award of an Option or
Freestanding SAR  that  is  canceled,  terminated,  expires,  or  lapses,  shall
continue to be counted against the maximum number of Shares for which an Option,
or  Freestanding SAR, may be granted to  an Employee, under Article 6 or Article
7.

4.3   ADJUSTMENTS  IN  AUTHORIZED SHARES.    In  the event  of  any  merger,
reorganization,  consolidation, recapitalization, separation, liquidation, stock
dividend,  split-up,  Share  combination,  or  other  change  in  the  corporate
structure  of the Company affecting the shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Awards granted
under the Plan,  as may be  determined to  be appropriate and  equitable by  the
Committee, in its sole discretion, to prevent dilution or enlargement of rights;
and  provided that the number  of Shares subject to any  Award shall always be a
whole number.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

5.1  ELIGIBILITY.  Persons eligible to participate in this Plan include  all
full-time,  active, salaried Employees  of the Company  and its subsidiaries, as
determined by the Committee, including Employees  who are members of the  Board,
but excluding Directors who are not Employees.

5.2   ACTUAL  PARTICIPATION.   Subject to  the provisions  of the  Plan, the
Committee may from time  to time, select from  all eligible employees, those  to
whom  Awards shall be granted and shall  determine the nature and amount of each
Award.

ARTICLE 6.  STOCK OPTIONS

6.1  GRANT OF  OPTIONS.  Subject  to the terms and  provisions of the  Plan,
Options  may be granted to Employees at any  time and from time to time as shall
be  determined  by  the  Committee.  The  Committee  shall  have  discretion  in
determining the number of Shares subject to Options granted to each Participant;
provided,  however, that the  maximum number of Shares  subject to Options which
may be granted  to any  single Participant  during the term  of the  Plan is  20
percent  of the total  authorized pool of  Shares specified in  Section 4.1. The
Committee may  grant ISOs,  NQSOs,  or a  combination  thereof. Subject  to  any
specific  Plan rules that may  apply to particular Option  types, the NQSOs that
may be granted  include premium  Options as well  as performance-based  Options,
Options  issued in tandem with SARs, Reload Options, and various combinations of
the foregoing.

6.2  AWARD  AGREEMENT.  Each  Option grant  shall be evidenced  by an  Award
Agreement  that shall specify the Option Price,  the duration of the Option, the
number of  Shares  to which  the  Option  pertains, and  such  other  provisions
(including  performance-based  goals,  if  applicable)  as  the  Committee shall
determine. The  Option  Agreement  also  shall specify  whether  the  Option  is
intended  to be an ISO within the meaning of  Section 422 of the Code, or a NQSO
whose grant is intended not to fall under the Code provisions of Section 422.

6.3  OPTION  PRICE.   The Option  Price for  each Option  (except a  premium
Option  described in the next following sentence)  shall be equal to 100 percent
of the Fair  Market Value  of a Share  on the  date the Option  is granted.  The
Option  Price for each grant of a premium  Option shall be a price determined by
the Committee that,  expressed as a  percentage of  the Fair Market  Value of  a
Share on the date the Option is granted, shall not be less than 101 percent. The
Option Price shall in all cases be determined as of the date on which the Option
is  granted, and shall in no event reflect a discount from the Fair Market Value
of a Share on such date. Accordingly, the Option Price of an ISO shall never  be
less than 100 percent of the Fair Market Value of a Share on the date the ISO is
granted.  Except in the case of an equitable adjustment pursuant to Section 4.3,
the Option Price  of an  outstanding Option  shall not  be changed  by means  of
repricing or other means after the date of the Option grant.

6.4   DURATION  OF OPTIONS.   Each Option shall  expire at such  time as the
Committee shall  determine at  the time  of grant;  provided, however,  that  no
Option shall be exercisable later than the tenth anniversary date of its grant.

6

6.5    EXERCISE  OF  OPTIONS.   Options  granted  under  the  Plan  shall be
exercisable at such times and be subject to such restrictions and conditions  as
the  Committee shall in  each instance approve,  which need not  be the same for
each grant or for each Participant. However, in no event may any Option  granted
under this Plan become exercisable prior to six months following the date of its
grant.

6.6   PAYMENT.   Options  shall be  exercised by  the delivery  of a written
notice of  exercise to  the Company,  setting forth  the number  of Shares  with
respect  to which the Option is to be exercised, accompanied by full payment for
the Shares.

The Option Price upon exercise of any Option shall be payable to the Company
in full either: (a) in  cash or its equivalent,  or (b) by tendering  previously
acquired  Shares having an aggregate  Fair Market Value at  the time of exercise
equal to the Option Price (provided that the Shares which are tendered must have
been held by the Participant  for at least six months  prior to their tender  to
satisfy the Option Price if NQSOs, and one year prior to tender if ISOs), or (c)
by a combination of (a) and (b).

The  Committee also may allow cashless exercise for NQSOs as permitted under
Federal Reserve  Board's  Regulation T,  subject  to applicable  securities  law
restrictions,  or  by  any other  means  which  the Committee  determines  to be
consistent with the Plan's purpose and applicable law.

As soon as practicable after receipt  of a written notification of  exercise
and full payment, the Company shall deliver to the Participant one or more Share
certificates or other appropriate evidence of ownership indicating the number of
Shares purchased under the Option(s).

6.7   RESTRICTIONS ON SHARE TRANSFERABILITY.   The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option  under
the  Plan as it may deem  advisable, including, without limitation, restrictions
under applicable federal securities  laws, under the  requirements of any  stock
exchange  or market upon  which such Shares  are then listed  and/or traded, and
under any blue sky or state securities laws applicable to such Shares.

6.8  TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT

(a) Termination by Death. In the  event the employment of a  Participant
is terminated by reason of death after becoming eligible for Retirement, all
outstanding  Options granted to that Participant shall remain exercisable at
any time prior to  their original expiration date,  or for five years  after
the date of death, whichever period is shorter, by such person or persons as
shall  have been named as the  Participant's Beneficiary, or by such persons
that have acquired the Participant's rights  under the Option by will or  by
the laws of descent and distribution.

(b)  Termination  by  Disability.  In  the  event  the  employment  of a
Participant is terminated  by reason of  Disability after becoming  eligible
for  Retirement, all outstanding  Options granted to  that Participant shall
remain exercisable at any time prior  to their original expiration date,  or
for  five years after the date  that the Committee determines the definition
of Disability to have been satisfied, whichever period is shorter.

(c) Termination  by  Retirement.  In  the  event  the  employment  of  a
Participant  is terminated by reason  of Retirement, all outstanding Options
granted to that Participant  shall remain exercisable at  any time prior  to
their  original expiration date, or for  five years after the effective date
of Retirement, whichever period is shorter.

(d) Employment  Termination  Followed by  Death.  In the  event  that  a
Participant's  employment terminates by reason  of Disability or Retirement,
and within the  exercise period following  such termination the  Participant
dies,  then the  remaining exercise  period under  outstanding Options shall
equal the longer  of: (i) one  year following death;  or (ii) the  remaining
portion  of  the  exercise  period which  was  triggered  by  the employment
termination; but in  no event  shall such remaining  exercise period  extend
beyond  the original expiration  date. Such Options  shall be exercisable by
such person  or persons  who  shall have  been  named as  the  Participant's
Beneficiary,  or by such persons who  have acquired the Participant's rights
under the Option by will or by the laws of descent and distribution.

7

(e) Exercise Limitations on ISOs. The  time limit for exercising an  ISO
is  subject to the limits in Code  Section 422(a)(2) (as modified by Section
421(c)(1)(A) and  422(c)(6)). In  general, these  sections provide  that  an
Option,  in order to  be treated as  an ISO, must  be exercised within three
months after  a Participant  ceases  to be  an  Employee, except  that  this
three-month  period  does not  apply if  the Option  is exercised  after the
Employee's death and it is  changed to one year in  the case of an  Employee
who  is permanently and totally disabled (within the meaning of Code Section
22(e)(3)). Accordingly, if an  Option intended to qualify  as an ISO is  not
exercised  within the applicable  ISO time limit,  it will be  treated as an
NQSO instead of an ISO.

6.9   TERMINATION  OF  EMPLOYMENT  FOR  CAUSE.    If  the  employment  of  a
Participant  shall  be  terminated by  the  Company for  Cause,  all outstanding
Options held by the  Participant shall be forfeited  to the Company  immediately
and  no additional  exercise period shall  be allowed, regardless  of the vested
status of the Options.

6.10  TERMINATION OF EMPLOYMENT FOR OTHER  REASONS.  If the employment of  a
Participant  shall be terminated  by the Company  for any reason  other than the
reasons set forth in  Section 6.8 or  6.9, all Options  held by the  Participant
which are not vested as of the effective date of employment termination shall be
forfeited to the Company immediately.

Options  which are vested as of the effective date of employment termination
may be exercised by the Participant within the period beginning on the effective
date of employment termination, and ending three months after such date.

6.11  NONTRANSFERABILITY OF OPTIONS.   No Option granted under the Plan  may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other  than by  will or by  the laws  of descent and  distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during  his
or her lifetime only by such Participant.

ARTICLE 7.  STOCK APPRECIATION RIGHTS

7.1   GRANT OF SARS.  Subject to the terms and conditions of the Plan, a SAR
may be granted to  an Employee at  any time and  from time to  time as shall  be
determined  by the Committee. The Committee  may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SARs. Other SARs such as limited SARs
may not be granted under this Plan.

The Committee shall have  complete discretion in  determining the number  of
SARs  granted to each Participant (subject  to Article 4 herein) and, consistent
with the  provisions  of the  Plan,  in  determining the  terms  and  conditions
pertaining  to such  SARs; provided,  however, that  the maximum  number of SARs
which may be granted to any single Participant during the term of the Plan is 20
percent of the total authorized pool of Shares specified in section 4.1.

The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date  of grant of the  SAR. The grant price  shall in all cases  be
determined  when  the  SAR  is  granted. Except  in  the  case  of  an equitable
adjustment pursuant to Section 4.3, the grant price of an outstanding SAR  shall
not  be changed by means of  repricing or other means after  the date of the SAR
grant. In no event shall any SAR granted hereunder become exercisable within the
first six months of its grant.

7.2  EXERCISE OF TANDEM SARS.  Tandem SARs may be exercised for all or  part
of  the Shares subject to the related Option  upon the surrender of the right to
exercise the  equivalent portion  of the  related Option.  A Tandem  SAR may  be
exercised  only with respect to the Shares  for which its related Option is then
exercisable.

Notwithstanding any  other provision  of  this Plan  to the  contrary,  with
respect  to a Tandem SAR  granted in connection with an  ISO, (i) the Tandem SAR
will expire no later than the expiration  of the underlying ISO; (ii) the  value
of the payout with respect to the Tandem SAR may be for no more than 100 percent
of  the difference between the  Option Price of the  underlying ISO and the Fair
Market

8

Value of the Shares subject to the underlying ISO at the time the Tandem SAR  is
exercised;  and (iii) the Tandem SAR may  be exercised only when the Fair Market
Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.3  EXERCISE OF FREESTANDING SARS.  Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes  on
them.

7.4  SAR AGREEMENT.  Each SAR grant shall be evidenced by an Award Agreement
that  shall  specify  the grant  price,  the term  of  the SAR,  and  such other
provisions as the Committee shall determine.

7.5  TERM  OF SARS.   The  term of a  SAR granted  under the  Plan shall  be
determined by the Committee, in its sole discretion; provided, however, that the
term  of a Tandem SAR shall  not exceed the term of  the related Option, and the
term of a Freestanding SAR shall not exceed ten years.

7.6  PAYMENT OF SAR AMOUNT.  Upon exercise of a SAR, a Participant shall  be
entitled  to  receive  payment  from  the Company  in  an  amount  determined by
multiplying:

(a) The difference between the Fair Market Value of a Share on the  date
of exercise over the grant price; by

(b) The number of Shares with respect to which the SAR is exercised.

At  the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.

7.7  RULE 16B-3  REQUIREMENTS.  Notwithstanding any  other provision of  the
Plan,  the Committee may impose such conditions on exercise of a SAR (including,
without limitation, the right of the Committee to limit the time of exercise  to
specified  periods) as may be required to satisfy the requirements of Section 16
(or any successor rule) of the Exchange Act.

For  example,  if  the  Participant  is  an  Insider,  the  ability  of  the
Participant  to  exercise  SARs for  cash  will  be limited  to  Window Periods.
However, if the Committee determines that the Participant is not an Insider,  or
if  the securities laws  change to permit  greater freedom of  exercise of SARs,
then the committee may permit exercise at  any point in time, to the extent  the
SARs are otherwise exercisable under the Plan.

7.8   TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.  In
the event the  employment of  a Participant is  terminated by  reason of  death,
Disability,   or  Retirement:  (i)  the  forfeiture  or  vesting  and  continued
exercisability of all outstanding Tandem SARs granted to that Participant  shall
be  the same as the forfeiture, vesting and continued exercisability, if any, of
the related Options, as determined under Section 6.8 of this Plan, and (ii)  the
forfeiture   or  vesting   and  continued  exercisability   of  all  outstanding
Freestanding SARs shall be the same as  if each Freestanding SAR were an  Option
subject to the rules of Section 6.8.

7.9    TERMINATION  OF  EMPLOYMENT  FOR  CAUSE.    If  the  employment  of a
Participant shall be terminated by the  Company for Cause, all outstanding  SARs
held  by the Participant  shall be forfeited  to the Company  immediately and no
additional exercise period shall be allowed, regardless of the vested status  of
the SARs.

7.10   TERMINATION OF EMPLOYMENT FOR OTHER  REASONS.  If the employment of a
Participant shall terminate for any reason  other than the reasons set forth  in
Section  7.8 or 7.9: (i) the  forfeiture or vesting and continued exercisability
of all outstanding Tandem SARs granted to that Participant shall be the same  as
the  forfeiture vesting  and continued  exercisability, if  any, of  the related
Options, as determined under Section 6.10 of this Plan, and (ii) the  forfeiture
or  vesting and  continued exercisability  of all  outstanding Freestanding SARs
shall be the  same as if  each Freestanding SAR  were an Option  subject to  the
rules of Section 6.10.

9

7.11   NONTRANSFERABILITY  OF SARS.   No SAR  granted under the  Plan may be
sold, transferred, pledged,  assigned, or otherwise  alienated or  hypothecated,
other than by will or by the laws of descent and distribution. Further, all SARs
granted  to a Participant under the Plan  shall be exercisable during his or her
lifetime only by such Participant.

ARTICLE 8.  RESTRICTED STOCK AND RESTRICTED STOCK UNITS

8.1  GRANT OF RESTRICTED STOCK/RESTRICTED STOCK UNITS.  Subject to the terms
and provisions of the Plan,  the Committee, at any time  and from time to  time,
may  grant Shares of Restricted Stock  and/or Restricted Stock Units to eligible
Employees in such amounts as the Committee shall determine.

8.2   RESTRICTED STOCK/RESTRICTED  STOCK UNIT  AGREEMENT.   Each  Restricted
Stock  or Restricted Stock  Unit grant shall  be evidenced by  an Agreement that
shall specify the Period  of Restriction, or Periods,  the number of  Restricted
Stock  Shares (or Restricted Stock Units)  granted, and such other provisions as
the Committee shall determine.

8.3  TRANSFERABILITY.  Except as provided  in this Article 8, the Shares  of
Restricted  Stock and  Restricted Stock  Units granted  herein may  not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the  applicable Period of  Restriction established by  the Committee  and
specified  in the governing  Agreement. However, in no  event may any Restricted
Stock or  Restricted  Stock Unit  granted  under the  Plan  become vested  in  a
Participant prior to six months following the date of its grant. All rights with
respect  to  any  Restricted  Stock  or  Restricted  Stock  Unit  granted  to  a
Participant under the Plan shall be available during his or her lifetime only to
such Participant.

8.4  OTHER RESTRICTIONS.  The  Committee shall impose such other  conditions
and/or  restrictions on any Shares of Restricted Stock or Restricted Stock Units
granted pursuant  to  the Plan  as  it  may deem  advisable  including,  without
limitation,  a requirement that Participants pay a stipulated purchase price for
each Share  of  Restricted Stock  or  each Share  provided  in settlement  of  a
Restricted  Stock  Unit, restrictions  based  upon the  achievement  of specific
performance  goals   (Company-wide,  divisional,   and/or  individual),   and/or
restrictions  under applicable federal or state  securities laws; and may legend
the certificates representing Restricted Stock or Restricted Stock Units to give
appropriate notice of such restrictions.

8.5  CERTIFICATE LEGEND.  In addition to any legends placed on  certificates
pursuant  to  Section  8.4  herein,  each  certificate  representing  Shares  of
Restricted Stock granted  pursuant to the  Plan may  bear a legend  such as  the
following:

"The  sale or  other transfer  of the  Shares of  stock represented  by this
certificate, whether  voluntary, involuntary,  or by  operation of  law,  is
subject  to certain restrictions  on transfer as set  forth in the Company's
Stock Plan of 1994, and in a Restricted Stock Agreement. A copy of the  Plan
and  such Restricted  Stock Agreement may  be obtained  from Bancorp Hawaii,
Inc."

The Company shall  have the  right to retain  the certificates  representing
Shares  of Restricted Stock in  the Company's possession until  such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.

8.6  REMOVAL OF RESTRICTIONS.  Except as otherwise provided in this  Article
8,  Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan shall become freely transferable by the Participant after the last  day
of   the  Period  of  Restriction.  Once   the  Shares  are  released  from  the
restrictions, the Participant shall be entitled  to have the legend required  by
Section 8.5 removed from his or her Share certificate.

8.7   VOTING RIGHTS.  During the Period of Restriction, Participants holding
Shares of Restricted  stock granted  hereunder may exercise  full voting  rights
with respect to those Shares.

8.8   DIVIDENDS AND OTHER DISTRIBUTIONS.   During the Period of Restriction,
Participants holding  Shares  of Restricted  Stock  granted hereunder  shall  be
entitled to receive all regular cash dividends

10

paid  with respect to all  Shares while they are so  held. Except as provided in
the succeeding sentence,  in the sole  discretion of the  Committee, other  cash
dividends  and other  distributions paid  with respect  to Shares  of Restricted
Stock may be paid to Participants or  may be subjected to the same  restrictions
on  transferability and  forfeitability as the  Shares of  Restricted Stock with
respect to which they were paid. If any such dividends or distributions are paid
in  Shares,  the  Shares   shall  be  subject  to   the  same  restrictions   on
transferability  and  forfeitability  as  the Shares  of  Restricted  Stock with
respect to which they were paid.

In the event  that any dividend  constitutes a "derivative  security" or  an
"equity  security" pursuant to Rule 16(a)  under the Exchange Act, such dividend
shall be subject to a vesting period  equal to the longer of: (i) the  remaining
vesting  period of  the Shares  of Restricted  Stock with  respect to  which the
dividend is paid; or (ii) six  months. The Committee shall establish  procedures
for the application of this provision.

8.9  TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY.  In the event the
employment  of a Participant is terminated by reason of death or Disability, all
outstanding Shares of restricted Stock shall immediately vest 100 percent as  of
the  date  of  employment  termination  (in the  case  of  Disability,  the date
employment terminates  shall  be  deemed  to be  the  date  that  the  Committee
determines  the definition of Disability to  have been satisfied). The holder of
the  certificates  of   Restricted  Stock   shall  be  entitled   to  have   any
nontransferability  legends required  under Sections  8.4 and  8.5 of  this Plan
removed from the Share certificates.

8.10  TERMINATION OF EMPLOYMENT FOR OTHER  REASONS.  If the employment of  a
Participant  shall terminate  for any reason  other than  those specifically set
forth in  section  8.9  herein, all  Shares  of  Restricted Stock  held  by  the
Participant  which  are  not  vested  as of  the  effective  date  of employment
termination  shall  be  forfeited  immediately  and  returned  to  the  Company;
provided,  however, that in the  case of termination of  employment by reason of
retirement, the Committee  may provide for  accelerated vesting of  some or  all
such  Shares upon  such terms  as the Committee,  in its  sole discretion, deems
appropriate.

ARTICLE 9.  BENEFICIARY DESIGNATION

A Participant's "Beneficiary" is the  person or persons entitled to  receive
payments  or other benefits or exercise rights that are available under the Plan
in the  event  of  the  Participant's  death.  A  Participant  may  designate  a
Beneficiary  or change a  previous Beneficiary designation at  any time by using
forms and following procedures approved by the Committee for that purpose. If no
Beneficiary designated by  the Participant  is eligible to  receive payments  or
other  benefits or  exercise rights  that are  available under  the Plan  at the
Participant's  death,  the  Beneficiary  shall  be  the  Participant's   estate.
Notwithstanding the provisions above, the Committee may in its discretion, after
notifying   the  affected  Participants,   modify  the  foregoing  requirements,
institute additional requirements for  Beneficiary designations, or suspend  the
existing  Beneficiary  designations of  living  Participants or  the  process of
determining Beneficiaries under this section, or both. If the Committee suspends
the process  of  designating  Beneficiaries  on forms  and  in  accordance  with
procedures it has approved pursuant to this section, the determination of who is
a  Participant's  Beneficiary shall  be made  under  the Participant's  will and
applicable state law.

ARTICLE 10.  DEFERRALS AND SHARE SETTLEMENTS

The Committee may permit a  Participant to defer such Participant's  receipt
of  the payment of cash or the delivery of Shares that would otherwise be due to
such Participant by virtue of the exercise of an Option or SAR, or with  respect
to  the lapse  or waiver  of restrictions  with respect  to Restricted  Stock or
Restricted Stock Units. If any such deferral election is required or  permitted,
the  Committee shall, in its sole discretion, establish rules and procedures for
such payment  deferrals. In  addition, the  Committee may  require or  permit  a
Participant to receive settlement in the form of Shares of equal or greater Fair
Market  Value that are provided under this Plan in lieu of any cash payment that
the Participant would otherwise receive  under the Company's One-Year  Incentive
Plan  and/or Sustained Profit Growth  Plan, or under any  successor to either or
both of these cash incentive plans.

11

ARTICLE 11.  RIGHTS OF EMPLOYEES

11.1  EMPLOYMENT.  Nothing in the Plan shall interfere with or limit in  any
way  the right of the  Company to terminate any  Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

For purposes of the  Plan, transfer of employment  of a Participant  between
the  Company and any one of its Subsidiaries (or between Subsidiaries) shall not
be deemed a termination of employment.

11.2  PARTICIPATION.   No Employee shall  have the right  to be selected  to
receive  an Award under this Plan, or having been so selected, to be selected to
receive a future Award.

ARTICLE 12.  CHANGE IN CONTROL

Upon the occurrence of  a Change in  Control, unless otherwise  specifically
prohibited by the terms of Article 16 herein:

(a)  Any  and  all  Options  and  SARs  granted  hereunder  shall become
immediately exercisable;

(b) Any period of restriction for Restricted Stock and Restricted  Stock
Units  granted hereunder that have not previously vested shall end, and such
Restricted Stock and Restricted Stock Units shall become fully vested;

(c) Subject to Article 13 herein, the Committee shall have the authority
to make any modifications to the Awards as determined by the Committee to be
appropriate before the effective date of the Change in Control.

ARTICLE 13.  AMENDMENT, MODIFICATION, AND TERMINATION

The Board may at any  time and from time to  time, alter, amend, suspend  or
terminate  the  Plan in  whole or  in  part; provided,  that no  amendment which
requires shareholder approval in order for  the Plan to continue to comply  with
Rule  16b-3 under the Exchange Act, including  any successor to such Rule, shall
be effective unless such  amendment shall be approved  by the requisite vote  of
shareholders  of the  Company entitled to  vote thereon.  Further, no amendment,
modification, suspension,  or termination  of  the Plan  shall in  any  material
manner  affect any Award theretofore granted  under the Plan without the written
consent of the  affected Participant  or any  person validly  claiming under  or
through such Participant.

ARTICLE 14.  WITHHOLDING

14.1   TAX WITHHOLDING.   The Company shall have the  power and the right to
deduct or withhold, or require a Participant to remit to the Company, an  amount
sufficient   to  satisfy  federal,   state,  and  local   taxes  (including  the
Participant's FICA obligation) required  by law to be  withheld with respect  to
any taxable event arising or as a result of this Plan.

14.2   SHARE  WITHHOLDING.   With respect  to withholding  required upon the
exercise of Options or SARs upon  the lapse of restrictions on Restricted  Stock
or   Restricted  Stock  Units,  or  upon  any  other  taxable  event  hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in  whole or in  part, by having  the Company  withhold
Shares  having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory  total tax which could  be imposed on the  transaction.
All  elections shall be irrevocable, made in writing, signed by the Participant,
and  elections  by  Insiders  shall  additionally  comply  with  the  applicable
requirement set forth in (a) or (b) of this section 14.2.

(a)  Awards Having Exercise Timing  Within Participants' Discretion. The
Insider must either:

(1) Deliver written notice of  the stock withholding election to  the
Committee  at least six months prior to the date specified by the Insider
on which the exercise of the Award is to occur; or

12

(2) Make  the  stock  withholding  election  in  connection  with  an
exercise of an Award which occurs during a Window Period.

(b)  Awards  Having a  Fixed Exercise/Payout  Schedule Which  is Outside
Insider's Control. The Insider must either:

(1) Deliver written notice of  the stock withholding election to  the
Committee  at least  six months  prior to the  date on  which the taxable
event (e.g., exercise or  payout) relating to the  Award is scheduled  to
occur; or

(2)  Make the stock withholding election during a Window Period which
occurs prior to the  scheduled taxable event relating  to the Award  (for
this  purpose, an  election may  be made prior  to such  a Window Period,
provided that it becomes effective during a Window Period occurring prior
to the applicable taxable event).

ARTICLE 15.  SUCCESSORS

All obligations  of the  Company  under the  Plan,  with respect  to  Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor is  the result of  a direct  or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 16.  LEGAL CONSTRUCTION

16.1  GENDER AND  NUMBER.  Except where  otherwise indicated by the  context
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

16.2   SEVERABILITY.  In  the event any provision of  the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

16.3  REQUIREMENTS  OF LAW.   The  granting of  Awards and  the issuance  of
Shares  under  the Plan  shall be  subject  to all  applicable laws,  rules, and
regulations, and  to such  approvals by  any governmental  agencies or  national
securities exchanges as may be required.

Notwithstanding  any other provision  set forth in the  Plan, if required by
the then-current Section 16  of the Exchange Act,  any "derivative security"  or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred  for at least six months after the  date of grant of such Award. The
terms "equity  security"  and  "derivative security"  shall  have  the  meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.

16.4   SECURITIES  LAW COMPLIANCE.   With respect  to Insiders, transactions
under this Plan are  intended to comply with  all applicable conditions or  Rule
16b-3  or its successors under the 1934 Act.  To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null  and
void, to the extent permitted by law and deemed advisable by the Committee.

16.5   GOVERNING LAW.  To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Hawaii.

13

July 26, 1994

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

DIRECT DIAL NUMBER:
(808) 523-2500

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

Gentlemen:

Bancorp  Hawaii, Inc. (the "Company") has  filed a Registration Statement on
Form S-8  under  the  Securities  Act of  1933  (the  "Registration  Statement")
covering  shares of  common stock  of the Company  to be  purchased by employees
pursuant to the Bancorp Hawaii, Inc. Stock Option Plan of 1994.

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

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

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

2.  Shares of  common stock of  the Company when issued  and sold by  it
pursuant  to and  in accordance with  the Bancorp Hawaii,  Inc. Stock Option
Plan of 1994 will be legally issued, fully paid, and non-assessable.

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

Very truly yours,

CARLSMITH BALL WICHMAN MURRAY
CASE & ICHIKI

By /s/_J. THOMAS VAN WINKLE___________
Its Partner

EXHIBIT (5)

CONSENT OF ERNST & YOUNG
INDEPENDENT AUDITORS

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

ERNST & YOUNG

Honolulu, Hawaii
July 26, 1994

EXHIBIT (23)(A)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that BANCORP HAWAII, INC. (the "Company") and
the  directors and officers of the Company  whose names are signed hereto hereby
constitute and appoint  LAWRENCE M. JOHNSON,  RICHARD J. DAHL,  DAVID A.  HOULE,
DENIS  K. ISONO, J. THOMAS  VAN WINKLE or WILLIAM  J. CAREY of Honolulu, Hawaii,
and each of them (with full power to each of them to act alone), their true  and
lawful attorneys and agents to do any and all acts and things and to execute any
and  all instruments that  said attorneys and  agents, or any  of them, may deem
necessary or advisable or may require to  enable the Company to comply with  the
Securities  Act of 1933, as amended, and any rules, regulations, or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of  1933 of shares of common stock  of
the Company that may be issued in connection with the Bancorp Hawaii, Inc. Stock
Option Plan of 1994, including specifically, but without limiting the generality
of  the foregoing, power and authority to sign  the names of the Company and the
undersigned directors  and officers  in the  capacities indicated  below to  the
registration  statements  and  any and  all  amendments and  supplements  to any
registration statement  (including specifically  and without  limitation to  the
generality  of the foregoing, any amendment or amendments changing the number of
shares of common stock) and to any  instruments or documents filed as a part  of
or  in  connection  with said  amendments  or supplements  to  said registration
statements, and  the  undersigned  hereby  ratify  and  confirm  all  that  said
attorneys  and agents, or  any of them, shall  do or cause to  be done by virtue
thereof.

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

BANCORP HAWAII, INC.

By /s/_LAWRENCE M. JOHNSON____________
Its President

By /s/_RUTH MIYASHIRO_________________
Its Vice President and Secretary

/s/_H. HOWARD STEPHENSON______________
H. HOWARD STEPHENSON
Chairman of the Board, Chief
Executive Officer and Director

/s/_LAWRENCE M. JOHNSON_______________
LAWRENCE M. JOHNSON
President and Director

/s/_PETER D. BALDWIN__________________
PETER D. BALDWIN, Director

EXHIBIT (24)(A)

/s/_MARY G.F. BITTERMAN_______________
MARY G.F. BITTERMAN, Director

/s/_THOMAS B. HAYWARD_________________
THOMAS B. HAYWARD, Director

/s/_DAVID A. HEENAN___________________
DAVID A. HEENAN, Director

/s/_STUART T.K. HO____________________
STUART T.K. HO, Director

/s/_HERBERT M. RICHARDS, JR.__________
HERBERT M. RICHARDS, JR.,
Director

/s/_FRED E. TROTTER___________________
FRED E. TROTTER, Director

/s/_CHARLES R. WICHMAN________________
CHARLES R. WICHMAN, Director

/s/_K. TIM YEE________________________
K. TIM YEE, Director

/s/_DAVID A. HOULE____________________
DAVID A. HOULE
Chief Financial Officer

POWER OF ATTORNEY

KNOW  ALL  MEN BY  THESE PRESENTS  that the  undersigned officer  of BANCORP
HAWAII, INC.  (the  "Company")  hereby  constitutes  and  appoints  LAWRENCE  M.
JOHNSON,  RICHARD J. DAHL,  DAVID A. HOULE,  J. THOMAS VAN  WINKLE or WILLIAM J.
CAREY of Honolulu, Hawaii, and each of them (with full power to each of them  to
act  alone), his true and lawful attorneys and agents to do any and all acts and
things and to execute any and all instruments that said attorneys and agents, or
any of  them, may  deem necessary  or advisable  or may  require to  enable  the
Company  to comply with the  Securities Act of 1933,  as amended, and any rules,
regulations, or  requirements  of  the Securities  and  Exchange  Commission  in
respect thereof, in connection with the registration under the Securities Act of
1933  of shares of common stock of the  Company that may be issued in connection
with the Bancorp Hawaii, Inc. Stock Option Plan of 1994, including specifically,
but without limiting  the generality of  the foregoing, power  and authority  to
sign  the  names of  the Company  and  the undersigned  officer in  the capacity
indicated below to the  registration statements and any  and all amendments  and
supplements  to any  registration statement (including  specifically and without
limitation to  the generality  of  the foregoing,  any amendment  or  amendments
changing  the  number of  shares  of common  stock)  and to  any  instruments or
documents filed  as  a  part  of  or  in  connection  with  said  amendments  or
supplements to said registration statements, and the undersigned hereby ratifies
and  confirms all that  said attorneys and agents,  or any of  them, shall do or
cause to be done by virtue thereof.

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

/s/_DENIS K. ISONO____________________
DENIS K. ISONO
Chief Accounting Officer
Bancorp Hawaii, Inc.

EXHIBIT (24)(B)