As filed with the Securities and Exchange Commission on October 28, 1996

Registration No. _______

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 Incorporation)            (IRS Employer Identification No.)

130 MERCHANT STREET
HONOLULU, HAWAII  96813
(Address of principal executive offices)

BANCORP HAWAII, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of plan)

JOSEPH T. KIEFER, ESQ.
BANCORP HAWAII, INC.
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8111
(Name, address, and telephone
number of agent for service)

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
Title of                   Proposed maximum     Proposed
securities to    Amount to    offering price   maximum aggregate    Amount of
be registered  be registered per share or Unit  offering price  registration fee
- --------------------------------------------------------------------------------

Common Stock   30,000 shares     $39.00(1)     $1,170,000(1)        $354.55
(par value $2
per share)

Deferred       $1,300,000(3)       100%        $1,300,000(3)        $393.94
Compensation
Obligations (2)

(1) 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 October 22, 1996.

(2) The Deferred Compensation Obligations are unsecured obligations of 
the registrant to pay deferred compensation in the future in accordance with 
the terms of the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan.

(3) Estimated solely for purposes of determining the registration fee.

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 securities offered have been sold or which 
deregisters all of such securities 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.

Set forth below is a summary of deferred compensation obligations created 
by the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan (the "Plan"). 
This summary is qualified in its entirety by reference to the terms of the Plan 
and the related Trust Agreement, filed as Exhibit 4 hereto and incorporated 
herein by reference. 

The Plan provides non-employee directors of the registrant and of Bank of 
Hawaii with the opportunity to make annual elections to defer all annual 
retainer fees, or all annual retainer and meeting fees, for the following Plan 
year.  The deferred compensation obligations are unsecured general obligations 
of the registrant to make future payment of deferred compensation (plus any net 
investment earnings attributable thereto) in accordance with the terms of the 
Plan.

Under the Plan, a separate account will be established for each 
participant.  Deferred fees of each participant will be credited to that 
participant's account as soon as reasonably practicable following the date on 
which those fees would otherwise be payable to the participant.  For purposes 
of determining the value of each participant's account, the amount allocated to 
the participant's account (including account balances that existed prior to the 
Plan amendments effective on September 1, 1996), will be treated as if such 
amount were invested or reinvested in one or more of the Pacific Capital Funds 
or shares of the registrant's common stock, as directed by the participant.  
Each account will be adjusted to reflect appreciation or depreciation in the 
value attributable to the funds so elected, as well as income or loss 
attributable to such funds and distributions and expenses charged to the 
account.

The value of each participant's account will be distributed upon the 
termination of such participant's service as a director, or upon such 
participant's death.  Participants may elect to receive distributions either in 
cash or in kind (I.E. in the form of securities, which may include registrant's 
common stock, corresponding to those of the funds used to value a participant's 
account).  Participants may elect to receive distributions in a lump sum or in 
installments, and have the right to designate beneficiaries to receive any 
distributions payable upon death of an active participant, or any distributions 
that remain unpaid upon the death of a former participant.  Interests of 
participants under the Plan may not be sold, transferred, assigned, pledged or 
hypothecated.

The Plan, which is administered by the Compensation Committee (the 
"Committee") of the registrant's board of directors, may be amended or 
terminated at any time by the registrant's board of directors.  However, no 
amendment or termination shall adversely affect any participant's right with 
respect to amounts then accrued to his account.  The deferred compensation 
obligations are not convertible into another security of the registrant.  
However, as noted above, registrants have the right to receive distributions 
in kind.

The Plan does not require the registrant to actually invest deferred fees 
in funds selected by participants, or in any other investment.  Participants 
will have no right, title or interest in any investments made by the registrant 
to aid it in meeting its Plan obligations.

Although not required by the terms of the Plan, a "rabbi trust" has been 
established by the registrant pursuant to a Trust Agreement effective as of 
September 1, 1996.  The assets of that trust are intended for use in meeting 
the registrant's obligations under the Plan.  The Trust Agreement requires the 
trustee to maintain a separate account for each participant, and requires the 
registrant to irrevocably deposit amounts, equivalent to the deferred fees to 
be allocated to each participant's account, as soon as practicable following 
the date on which such fees would otherwise be paid to the participant.  
However, the trustee (Hawaiian Trust Company, Ltd., a subsidiary of the 
registrant) is not responsible for computation or collection of contributions 
from the registrant.  Amounts deposited for participants' accounts (and related 
income) are to be held in trust for the exclusive benefit of participants and 
their beneficiaries (but subject to claims of the registrant's general 
creditors, as described below).

The Trust Agreement requires the trustee to invest trust assets in 
accordance with the directions of the Committee.  The Committee may require the 
trustee to create one or more separate investment funds, and the Committee is 
permitted to allow each participant to direct the trustee to invest amounts 
equivalent to that participant's account in one or more of such funds.  It is 
anticipated (though not required) that the Committee will implement these 
powers, and for that purpose will require the trustee to utilize investment 
funds (including common stock of the registrant) that correspond to the funds 
utilized under the Plan.

The trust is irrevocable and may not be amended or terminated by the 
registrant.  However, it may be amended by agreement between the trustee and 
the registrant in certain circumstances.  If there is a "change in control" of 
the registrant (as defined in the Trust Agreement), the Committee's authority 
to direct the trustee will terminate, and the trustee will act on its own 
discretion to carry out the terms of the Trust Agreement.  Upon a change in 
control, the registrant will also be obligated to make irrevocable 
contributions to the trust in amounts sufficient to pay the benefits to which 
each participant would be entitled as of the date on which the change in 
control occurs. Also, if the trustee resigns or is removed within one year of a
change in control, the trustee (and not the registrant) will select a successor 
trustee.

Participants will have no preferred claims on, or beneficial ownership in, 
any assets of the trust, and the Trust Agreement provides that any rights 
created under the Plan or the trust shall be mere unsecured contractual rights 
of the participants against the registrant.  Under the Trust Agreement, assets 
of the trust will remain subject to the claims of the registrant's general 
creditors as if those assets were general assets of the registrant, subject to 
provisions of the Trust Agreement that preclude payment of registrant's 
creditors with trust assets unless the trustee has been so directed by a court, 
or a person appointed by a court, having jurisdiction over the financial 
affairs of the registrant.  Also, the registrant is prohibited from creating 
security interests in the trust in favor of any of its creditors.  The Trust 
Agreement provides that if the trustee is informed by the Committee that the 
registrant is insolvent (as defined in the Trust Agreement), the trustee is to 
discontinue payments to participants and hold trust assets for the benefit of 
the registrant's creditors, subject to the rights of Plan participants to 
pursue their rights as general creditors of the registrant with respect to 
benefits due under the Plan.  Except as otherwise required by law, assets of 
the trust are not subject to assignment, alienation, pledge, or attachment for 
the benefit of any participant, or claims of creditors of any participant, and 
shall not otherwise be voluntarily or involuntarily alienated or encumbered by 
any participant. 

The registrant has included the deferred compensation obligations in this 
registration statement because of uncertainty as to whether the deferred 
compensation obligations would or should be considered to be securities or to 
be subject to registration under the Securities Act of 1933.  Inclusion of such 
obligations in this registration statement is not an admission by the 
registrant that such obligations are securities or are subject to the 
registration requirements of the Securities Act of 1933.  This registration 
statement also includes common stock of registrant to be issued by it to or for 
the benefit of participants or their beneficiaries pursuant to the Plan and 
related Trust Agreement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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.

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 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 
(and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that 
is incorporated by reference in the registration statement shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(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.

SIGNATURES

THE REGISTRANT.  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 25th day 
of October, 1996.

BANCORP HAWAII, INC.

By /s/ LAWRENCE M. JOHNSON
------------------------------------
Lawrence M. Johnson, Chairman of
the Board and Chief Executive Officer

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

Signature                           Title                        Date
- ---------                           -----                        ----

/s/ LAWRENCE M. JOHNSON
- --------------------------      Chairman of the Board,      October 25, 1996
Lawrence M. Johnson             Chief Executive
Officer and Director

*                     President and Director      October 25, 1996
- --------------------------
Richard J. Dahl

*                     Director                    October 25, 1996
- --------------------------
Peter D. Baldwin

*                     Director                    October 25, 1996
- --------------------------
Mary G.F. Bitterman

*                     Director                    October 25, 1996
- --------------------------
David A. Heenan

*                     Director                    October 25, 1996
- --------------------------
Stuart T.K. Ho

*                     Director                    October 25, 1996
- --------------------------
Thomas C. Leppert

*                     Director                    October 25, 1996
- --------------------------
Herbert M. Richards, Jr.

*                     Director                    October 25, 1996
- --------------------------
H.  Howard Stephenson

*                     Director                    October 25, 1996
- --------------------------
Fred E. Trotter

*                     Director                    October 25, 1996
- --------------------------
Stanley S. Takahashi

*                     Director                    October 25, 1996
- --------------------------
K. Tim Yee

*                     Chief Financial Officer     October 25, 1996
- --------------------------
David A. Houle

*                     Chief Accounting Officer    October 25, 1996
- --------------------------
Denis K. Isono

*By  /s/ LAWRENCE M. JOHNSON
-----------------------
Lawrence M. Johnson
Attorney-in-Fact

EXHIBIT INDEX

Sequentially
No.                Description                        Numbered Page
- --------------------------------------------------------------------

(4)            Bancorp Hawaii, Inc.
Directors' Deferred
Compensation Plan
(Restatement Effective 1/1/96)
with Amendment No. 96-1; and
Trust Agreement (Effective 9/1/96)

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

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

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

(24)           Power of Attorney

BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN

(RESTATEMENT EFFECTIVE AS OF JANUARY 1, 1996)

EXHIBIT (4)

BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(Restatement Effective as of January 1, 1996)

Article 1.  PURPOSE.  This Bancorp Hawaii, Inc. Directors' Deferred
Compensation Plan ("Plan") is intended to advance the interests of Bancorp 
Hawaii, Inc. ("Company") by providing deferred compensation benefits to the 
non-employee members of the Board of Directors of the Company and the Bank of 
Hawaii ("Bank") ("Directors") and thereby strengthening the ability of the 
Company to attract and retain valued Directors upon whose judgment, 
initiative, and efforts the successful conduct and development of the Company 
depends.

Article 2.  EFFECTIVE DATE.  This Plan shall become effective as of
January 1, 1996 ("Effective Date"), upon adoption by the Board of Directors 
of the Company, and shall operate on the basis of the calendar year ("Plan 
Year").  This Plan constitutes a restatement in its entirety and continuation 
of the prior version of the Plan.

Article 3.  ELIGIBILITY.  Any Director entitled to compensation 
by the Company or the Bank for service as a Director ("Eligible Director"), 
other than a Director who is also a salaried officer or employee of the 
Company or any of its subsidiaries, may elect to become a participant 
("Participant") under the Plan by written notice to the Company.

Article 4.  ELECTION OF DEFERRAL.  Each Participant may elect to 
defer receipt of either all of his annual retainer fees and meeting fees, or 
all of his annual retainer fees, which are earned for the Plan Year 
commencing after the date of the election ("Deferral Election").  The 
Deferral Election for a Plan Year shall be irrevocable as to the designated 
fees earned for the Plan Year.

By written notice to the Company on or before any December 31, any
Participant may elect to terminate future deferrals with respect to fees 
earned for the succeeding Plan Year commencing after the December 31.  In 
such event, the amount accumulated pursuant to the Plan prior to the 
effective date of his termination election shall continue to be subject to 
the provisions of the Plan.  An Eligible Director who elects to terminate his 
participation shall not be permitted to make a new Deferral Election under 
the Plan until one year from the effective date of the termination election.

Article 5.  DEFERRED COMPENSATION ACCOUNT.  A separate account 
shall be established and maintained on behalf of each Participant under the 
Plan ("Account"), which Account shall reflect the balance of the Deferral 
Election amounts credited to the Participant as provided in Article 4 above.  
The deferred fees of each Participant shall be credited to the Participant's 
Account as soon as reasonably practicable following the date on which such 
fees would be otherwise payable to the Participant.

The amounts credited to the Participant's Account, including that 
portion of the Account comprising the preexisting Account balance under the 
prior version of the Plan, shall be invested and reinvested in one or more of 
the Pacific Capital Funds as may be directed by the Participant.  Each 
Account shall be appropriately increased or decreased, as the case may be, to 
reflect the appreciation or depreciation in value of the Account, the net 
income or loss attributable to funds credited to the Account, and 
distributions and expenses that may be charged to the Account.  The 
Participant agrees on behalf of himself and any designated beneficiary to 
assume all risks and responsibilities for his investment directions under his 
Account, and the Company shall not be liable for any investment losses that 
may be incurred under the Account.

Article 6.  VESTING.  Except as provided in Article 11, a 
Participant shall have a 100% vested and nonforfeitable interest in the 
balance of his Account.

Article 7.  DISTRIBUTION DUE TO TERMINATION.  The amount credited 
to the Account of a Participant shall be paid to the Participant in a single 
lump sum or in equal annual installments over a period of years, not 
exceeding ten years, as the Participant may elect.  Such distribution shall 
commence on the first day of the first calendar month after the Participant 
ceases to be a Director of the Company. Each Participant shall file with the 
Company at the time of his Deferral Election an irrevocable election 
regarding the method of distribution of that portion of his Account derived 
from the Deferral Election.

Article 8.  DISTRIBUTION DUE TO DEATH.  Upon the death of an active
Participant, or terminated Participant prior to expiration of the period 
during which his Account is payable, the balance of his Account shall be paid 
in a single lump sum to his designated beneficiary.  The Account shall be 
paid in full on the second day of the Plan Year following the year of death.  
The Participant's designated beneficiary shall be designated or changed by 
the Participant (without the consent of any prior beneficiary) through 
written notice delivered to the Company.  If no such beneficiary is 
designated, or if no designated beneficiary survives the Participant, the 
amount payable due to the Participant's death shall be payable to the 
Participant's estate.

Article 9.  INCAPACITY.  If the Compensation Committee of the 
Board of Directors finds that any person to whom payment is payable under 
this Plan is unable to care for his affairs because of illness or accident, 
or is a minor, any payment due (unless a prior claim for such payment has 

2

been made by a duly appointed guardian, committee, or other legal 
representative) may be paid to the spouse, a child, a parent, or a brother or 
sister, or to any person deemed by the Committee to have incurred expense for 
such person otherwise entitled to payment.

Article 10.  FUNDING.  The amounts payable under this Plan shall 
be paid in cash or in kind from the general funds of the Company, as the 
Compensation Committee of the Board of Directors may determine, and a 
Participant shall have no right, title, or interest whatsoever in or to 
investments, if any, which the Company may make to aid it in meeting its 
obligations under this Plan.  Title to and beneficial ownership of any such 
investments shall at all times remain in the Company.  Nothing contained in 
this Plan, and no action taken pursuant to its provisions, shall create or be 
construed to create a trust of any kind, or a fiduciary relationship between 
the Company and the Participant and any other person. To the extent that any 
person acquires a right to receive a payment from the Company under this 
Plan, such right shall be no greater than the right of any unsecured creditor.

Article 11.  LEGAL STATUS.  This Plan is intended to constitute a
nonqualified deferred compensation plan not subject to the qualification 
requirements of Section 401(a) of the Internal Revenue Code or the Employee 
Retirement Income Security Act of 1974 ("ERISA").  Specifically, prior to the 
actual payment of the amounts credited to an Account, there is no transfer of 
any assets to a Participant or for the benefit of the Participant under this 
Plan, and the Plan is intended to confer no current benefit that would be 
immediately taxable to the Participant under the constructive receipt rule or 
economic benefit doctrine under the tax laws. Further, this Plan is intended 
to benefit non-employee Directors exclusively, and not employees of the 
Company, and is thereby not subject to the requirements of ERISA.

Article 12.  CONTINUED SERVICE.  Nothing contained in this Plan 
shall be construed as conferring upon a Participant the right to continue in 
the service of the Company as a Director or in any other capacity.  Further, 
nothing contained in this Plan shall be deemed to create an obligation on the 
part of the Board to nominate any Director for reelection by the Company 
stockholders.

3

Article 13.  NONASSIGNMENT.  The interests of a Participant 
hereunder may not be sold, transferred, signed, pledged, or hypothecated.  No 
Participant may borrow against his Account.

Article 14.  ADMINISTRATION.  The Compensation Committee of the 
Board of Directors shall have full power and authority to interpret, 
construe, and administer this Plan, in its sole and absolute discretion, and 
the Committee's interpretation and construction of this Plan, including any 
valuation of an Account, or the amount or recipient of any payment, shall be 
binding and conclusive on all persons.  The Committee may at its sole 
discretion determine the costs of implementing and administering the Plan, 
and it may charge all or a portion of such costs to Participants either by 
charging their respective Accounts or by direct charge.

Article 15.  AMENDMENT AND TERMINATION.  The Plan may, at any time 
or from time to time, be amended, modified, or terminated at the sole and 
complete discretion of the Board of Directors.  However, no amendment, 
modification, or termination of the Plan shall adversely affect such 
Participant's rights with respect to amounts then accrued in his Account.

Article 16.  ENFORCEABILITY AND CONTROLLING LAW.  If any provision 
of this Plan is held by a court of competent jurisdiction to be invalid or 
unenforceable, the remaining provisions shall continue in full force and 
effect.  The provisions of this Plan shall be construed, administered, and 
enforced according to the laws of the State of Hawaii.

Article 17.  GENDER.  Wherever any words are used under the Plan 
in the masculine, feminine, or neuter gender, they shall be construed as 
though they were also used in another gender in all cases where they would so 
apply.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed 
by its duly authorized officers on this 13th day of December, 1995.

BANCORP HAWAII, INC.

By /s/ LAWRENCE M. JOHNSON
---------------------------
Its LAWRENCE M. JOHNSON
Chairman of the Board &
Chief Executive Officer

By /s/ Richard J. Dahl
---------------------------
Its Richard J. Dahl,
President
"Company"

4

AMENDMENT NO. 96-1 TO
THE BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
-------------------------------------

In accordance with the provisions of its Article 15, the Bancorp 
Hawaii, Inc. Directors' Deferred Compensation Plan ("Plan") is amended, 
effective as of September 1, 1996, as follows:

1.  The second paragraph of Article 5 of the Plan shall be revised to 
read as follows:

For purposes of determining the value of the balance of each
Participant's Account, the amount allocated to the Participant's Account
shall be treated as if such amount were invested and reinvested in one or
more of the Pacific Capital Funds or shares of Company common stock
("Company Stock") as may be directed by the Participant.  Each Account
shall be appropriately increased or decreased, as the case may be, to
reflect the appreciation or depreciation in the value attributable to the
Funds or Company Stock, the net income or loss attributable to the Funds or
Company Stock, and distributions and expenses that may be charged to the
Account.  The Participant agrees on behalf of himself and any designated
beneficiary to assume all risks and responsibilities for his investment
directions under his Account, and the Company shall not be liable for any
deemed investment losses that may be incurred under the Account.  However,
notwithstanding the preceding portion of this paragraph, in order to meet
the requirements for exemption from the short-swing profit recovery
provisions of Section 16 of the Securities Exchange Act of 1934 ("Exchange
Act"), the Participant's investment direction in Company Stock shall be
subject to the limitations described below in Article 5A.

2.  New Article 5A of the Plan shall be inserted at the end of 
Article 5 as follows:

Article 5A.  RULE 16B-3 REQUIREMENTS.  With respect to Directors who
are subject to the provisions of Section 16 of the  Exchange Act, the
provisions of the Plan and all transactions hereunder are intended and
shall be construed and applied so as to comply with all applicable
requirements and conditions for exemption under Rule 16b-3 or any successor
Rule under the Exchange Act.

1.

In this regard, a Participant's investment election directing the
investment, disinvestment, or reinvestment of his Account in Company Stock
as allowed under Article 5 shall meet the requirements of a "discretionary
transaction" under Code of Federal Regulation Section 240.16b-3(f).
Specifically, a Participant shall be allowed to make such investment
election with respect to the acquisition or disposition of Company Stock
only if such election is made on or after the date that is six months
following the date of the most recent investment election for an "opposite
way" transaction under any employee benefit plan sponsored by the Company.
For this purpose, an "opposite way" transaction means, a previous
acquisition if the current transaction is a disposition, and vice versa.

Further, with respect to a Participant's Account, an acquisition or
disposition of Company Stock resulting from an election to receive, or
defer the receipt of, Company Stock or cash in connection with the death,
disability, retirement, or termination of service of the Participant shall
be made only if such acquisition or disposition is approved in advance by
the Committee, or other qualifying approval is obtained, pursuant to
Rules 16b-3(d) and (e).

3.  The following provision shall be inserted at the end of Article 7:

Subject to the limitations of Article 5A, the form of the distribution
under this Article 7 and Article 8 below shall be in cash or in kind as
the Participant (or beneficiary) may elect at the time of distribution.

To record the adoption of this amendment to the Plan, Bancorp 
Hawaii, Inc. has executed this document this 26th day of July, 1996.

BANCORP HAWAII, INC.

By /s/ LAWRENCE M. JOHNSON
-------------------------------
Its Chairman and Chief
Executive Officer

By /s/ Richard J. Dahl
-------------------------------
Its President and Chief
Operating Officer

TRUST AGREEMENT
FOR THE BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
-------------------------------------

(Effective as of September 1, 1996)

TRUST AGREEMENT
FOR THE BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
-------------------------------------

TABLE OF CONTENTS
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SECTION 1.    THE TRUST ASSETS                                                 2

SECTION 2.    INVESTMENT                                                       3

SECTION 3.    ADMINISTRATION                                                   4

SECTION 4.    TRUSTEE'S POWERS                                                 5

SECTION 5.    NOMINEES                                                         5

SECTION 6.    RECORDS                                                          6

SECTION 7.    REPORTS                                                          6

SECTION 8.    DISTRIBUTIONS                                                    6

SECTION 9.    SIGNATURES                                                       7

SECTION 10.   EXPENSES                                                         7

SECTION 11.   LIABILITY                                                        7

SECTION 12.   AMENDMENT AND TERMINATION                                        8

SECTION 13.   NONASSIGNMENT AND GENERAL CREDITORS                              8

SECTION 14.   RESIGNATION OR REMOVAL OF TRUSTEE                               10

SECTION 15.   CHANGE-IN-CONTROL                                               10

SECTION 16.   ACCEPTANCE AND JURISDICTION                                     11

SECTION 17.   ILLEGALITY                                                      11

TRUST AGREEMENT
FOR THE BANCORP HAWAII, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
-------------------------------------

THIS AGREEMENT, between Bancorp Hawaii, Inc., a Hawaii corporation
("Company"), and Hawaiian Trust Company, Ltd., a Hawaii trust company 
("Trustee"), shall be effective as of September 1, 1996.

W I T N E S S E T H:

WHEREAS, the Company maintains the Bancorp Hawaii, Inc. Directors' 
Deferred Compensation Plan ("Plan"), restatement effective as of January 1, 
1996, as a nonqualified deferred compensation agreement for the benefit of  
non-employee Directors eligible to participate in the Plan ("Participants") 
and their beneficiaries.

WHEREAS, the Plan is maintained as a deferred compensation plan 
exclusively for non-employee Directors and falls outside the coverage of the 
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

WHEREAS, it is the intention of the Company to make contributions to 
this trust ("Trust") to provide itself with a source of funds to assist it in 
the meeting of its liabilities under the Plan, and it is the intention of the 
parties that this Trust shall constitute an unfunded arrangement and shall 
not affect the status of the Plan as an unfunded plan maintained for purposes 
of providing benefits not covered under Title I of ERISA.

WHEREAS, the Trust hereby created is intended to be a grantor trust 
(as that term is defined in Section 671 of the Internal Revenue Code of 1986, 
as amended), and the Company shall include all items of Trust income and 
expenses in its income tax return for the year in which such income is earned 
and such expenses are incurred.

WHEREAS, the Company has, concurrent with the execution and delivery 
of this Trust Agreement, delivered to the Trustee certain monies and other 
assets to fund the Trust equal in value to the balance of Participants' 
Accounts under the Plan as of the date of delivery, and the Trustee has 
agreed to hold the same, together with any such monies and other assets, as 
the Company shall in the future determine and deliver to the Trustee, in trust.

All property, monies, securities, and other assets as the Trustee may 
hereafter at any time hold or acquire, including any gains or losses thereon, 
shall constitute the corpus of the Trust.  The Trust thus created has been 
created solely to aid in the proper execution of the Plan and, except as 
otherwise provided in Sections 12 and 13, shall be availed of solely for such 
purposes.

WHEREAS, except as otherwise provided in Sections 12 and 13, it 
shall be impossible, whether by operation or termination of the Trust, or by 
any other means, for any part of the Trust assets to be used for, or diverted 
to, purposes other than the exclusive benefit of any Participant or 
beneficiary and the payment of the expenses of the administration of the Plan 
and Trust prior to the satisfaction of all liabilities for benefits and 
expenses under the Plan and the Trust.

WHEREAS, the definitions of defined terms under the Plan shall apply 
to this Agreement wherever applicable, and each gender shall include the 
others, and the singular shall include the plural, and the term "Participant" 
shall include the Participant's beneficiary who is entitled to current 
payments from the Trust under the terms of the Plan.

NOW, THEREFORE, in consideration of the foregoing promises and of 
the mutual covenants hereinafter contained, the Company and the Trustee 
hereby agree as follows:

SECTION 1.     THE TRUST ASSETS.

a.  Company contributions and Plan assets shall be paid 
or transferred to the Trustee from time to time as the Committee may 
determine.  All Company contributions and Plan assets paid or transferred to 
the Trustee and all investments thereof, together with all accumulations, 
accruals, earnings and income with respect thereto, shall be held in trust by 
the Trustee as the Trust assets.  The Trust assets shall be held and invested 
by the Trustee pursuant to written instructions to the Trustee from the 
Committee.  The Trustee shall not be responsible for the computation or 
collection of Company contributions, but shall hold, invest, reinvest, 
manage, administer and distribute the Trust assets, as directed by the 
Committee and as provided herein, for the exclusive benefit of Participants 
and their beneficiaries (except as provided in Sections 12 and 13).

b.  However, for each Plan year, the Company shall irrevocably
deposit additional cash or other property to the Trust in the amount to be 
allocated to Participants' Accounts for the Plan year.  Such deposits shall be

made on, or as soon as administratively practicable following, the date on 
which the contributions would have otherwise been paid directly to the 
Participants.

SECTION 2.     INVESTMENT.

a.  The Trustee shall, as directed by the Committee, 
place Trust assets in life insurance and/or annuity contracts, savings 
accounts, certificates of deposit, stocks and bonds of corporations, any kind 
of investment fund (open-end or otherwise), common trust fund, or in any 
other kind of realty or personalty.

b.  If all or any portion of the Trust shall be invested 
at any time in life insurance or annuity contracts ("insurance contracts"), 
such insurance contracts shall be assets of the Trust.  The Trustee shall be 
the owner and beneficiary under such insurance contracts.  All rights and 
privileges granted under the insurance contracts (including, but not limited 
to, the right to collect the death benefit of the insurance contracts, the 
right to make policy loans on the insurance contracts, and the right to 
determine the timing and method of payment under the insurance contracts) 
shall be exercised by the Trustee as directed by the Committee.

c.  The Trustee shall not be liable for the making, 
retaining, or selling of any investment or reinvestment by it as is provided 
for in this Section 2, or for any loss to or diminution of the Trust assets, 
so long as such actions are taken in accordance with proper direction of the 
Committee, except the Trustee shall remain liable for its own willful 
misconduct or failure to act in good faith.

d.  Notwithstanding any provision of the Plan or Trust to 
the contrary, the Company shall at all times have the power to reacquire 
Trust assets by substituting other assets (other than stock, an obligation, 
or other security issued by the Company or related entity) of an equivalent 
value, and such other assets shall, following such substitution, constitute 
the Trust fund.

e.  The Committee may, in its sole discretion, direct the 
Trustee to create one or more separate investment funds having such different 
specific investment objectives as the Committee shall from time to time 
determine. The Committee shall determine and may from time to time 
redetermine investment funds or the investments which shall be authorized.  
The Committee may allow each Participant the right to direct the Trustee in 
writing to invest an amount equivalent to the balance of his Account in one 
or more separate investment funds or investments, provided that such right to 
direct shall apply on a nondiscriminatory basis to all Participants who meet 
the requirements of the Committee.  The Committee may at any time make such 
uniform and nondiscriminatory rules as it determines necessary regarding the 

administration of a directed investment option. The Committee shall develop 
and maintain rules governing the rights of Participants to change their 
investment directions and the frequency with which such changes can be made.

SECTION 3.     ADMINISTRATION.

a.  The Trustee shall open and maintain and administer 
separate Accounts for Participants.  Each Participant's Account shall reflect 
the amounts allocated thereto and distributed therefrom and such other 
information as affects the value of such Account pursuant to the Plan.  The 
records of the Participants' Accounts shall be maintained by the Trustee and 
shall accurately disclose the value of the Participants' Accounts.

b.  For each Plan year, the Trustee shall allocate 
Company contributions to Participants' Accounts and maintain such Accounts 
pursuant to the terms of the Plan.  The Trustee shall have the authority and 
responsibility to establish the fair market value of the Trust assets, to 
value Accounts as of each valuation date, and to render accountings of its 
administration of the Trust.  As of each valuation date, being the last day 
of each Plan year and any other date the Committee directs the Trustee to 
value the Trust assets, including on a daily valuation basis for appropriate 
investments, the net income or loss of the aggregate Trust assets since the 
preceding valuation date, including net appreciation or depreciation and any 
expenses paid by the Trust, shall be allocated to each Account in the ratio 
that the value, as of the next preceding valuation date, of each such Account 
invested in Trust assets bears to the value, as of the next preceding 
valuation date, of all Accounts invested as Trust assets.  If one or more 
separate investment funds have been established under the Trust, the net 
income or loss of each investment fund shall be similarly but separately 
allocated to each Account invested in such investment fund in proportion to 
the value of each Account invested in such fund as of the preceding valuation 
date.  The Trustee shall adopt equitable procedures to establish a 
proportionate crediting of Trust income or loss to those portions of 
Participants' Accounts in the case of contributions, transfers, withdrawals, 
distributions, or other transactions that have occurred in the interim period 
since the next preceding valuation date.

c.  All determinations made by the Trustee with respect 
to the value of the Trust assets shall be made in accordance with generally 
accepted principles of trust accounting, and such determinations when so made 
by the Trustee, shall be conclusive and binding on all persons having an 
interest under the Trust.

SECTION 4.     TRUSTEE'S POWERS.

a.  As directed by the Committee, the Trustee shall have 
the authority and power to:

(i)  Sell, transfer, mortgage, pledge, lease or 
otherwise dispose of, or grant options with respect to any Trust assets 
at public or private sale;

(ii)  Vote any stocks, bonds or other securities held 
in the Trust, or otherwise consent to or request any action on the part 
of the issuer in person or by proxy;

(iii)  Give general or specific proxies or powers of 
attorney with or without powers of substitution;

(iv)  Exercise any options, subscription rights and 
conversion privileges;

(v)  Sue, defend, compromise, arbitrate or settle any 
suit or legal proceeding or any claim due it or on which it is liable;

(vi)  Perform all acts which the Trustee shall deem 
necessary or appropriate and exercise any and all power and authority of 
the Trustee under this Agreement; and

(vii)  Exercise any of the powers of an owner with 
respect to Trust assets.

b.  The Committee may authorize the Trustee to act on any 
matter or class of matters with respect to which direction or instruction to 
the Trustee by the Committee is called for hereunder without specific 
direction or other instruction from the Committee.

SECTION 5.     NOMINEES.

The Trustee may register any securities or other property held by it 
as Trust assets hereunder in its own name or in the name of its nominees with 
or without the addition of words indicating that such securities are held in 
a fiduciary capacity, and may hold any securities in bearer form, but the 
books and records of the Trustee shall at all times show that all such 
investments are part of the Trust.

SECTION 6.     RECORDS.

The Trustee shall keep accurate and detailed accounts of all 
investments, receipts and disbursements and other transactions hereunder, and 
all accounts, books and records relating thereto shall be open to inspection 
by any person designated by the Committee at all reasonable times.  The 
Trustee shall maintain such records, make such computations, and perform such 
ministerial acts as the Committee may from time to time request.

SECTION 7.     REPORTS.

Within sixty (60) days after each Plan Year, or the removal or 
resignation of the Trustee, and as of any other date specified by the 
Committee, the Trustee shall file a report with the Committee.  This report 
shall show all purchases, sales, receipts, disbursements, and other 
transactions effected by the Trustee during the year or period for which the 
report is filed, and shall contain an exact description, the cost as shown on 
the Trustee's books, and the fair market value as of the end of such period, 
of every asset held in the Trust and the amount and nature of any debt 
obligation owed by the Trust.  Within sixty (60) days after each Plan year, 
the Trustee shall also file with the Committee valuation and allocation 
reports reflecting the investment and value of Participants' Accounts 
determined as of the last day of the Plan year.

SECTION 8.     DISTRIBUTIONS.

a.  The Trustee shall make distributions from the Trust at 
such times and amounts to the person entitled thereto under the Plan, as the 
Committee directs in writing.  Consistent with the Plan, the Committee shall 
deliver to the Trustee a schedule that indicates the amounts payable in 
respect to each Participant, the form in which such amount is to be paid (as 
provided for or available under the Plan), and the time of commencement for 
payment of such amounts.

The Trustee shall make provision for reporting and withholding of 
any federal or State taxes that may be required to be withheld with respect 
to the payment of benefits and shall pay amounts withheld to the appropriate 
taxing authorities or determine that such amounts have been reported, 
withheld, and paid by the Company.

b.  The Company may make payment of benefits directly to 
Participants as they become due under the terms of the Plan.  The Company 
shall notify the Trustee of its decision to make payment of benefits directly 
prior to the time amounts are payable to Participants.  In addition, if Trust 
assets are not sufficient to make payments of benefits in accordance with the 
terms of the Plan, the Company shall make the balance of each such payment as 
it falls due.  The Trustee shall notify the Company where Plan assets are not 
sufficient.

SECTION 9.     SIGNATURES.

All communications required hereunder from the Committee to the 
Trustee shall be in writing signed by any individual authorized to sign on 
its behalf.  The Committee shall authorize one or more individuals to sign on 
its behalf all communications required hereunder between the Committee and 
the Trustee.  The Committee shall at all times keep the Trustee advised of 
the names and specimen signatures of all individuals authorized to sign on 
behalf of the Committee.  The Trustee shall be fully protected in relying on 
any such communication and shall not be required to verify the accuracy or 
validity thereof unless it has reasonable grounds to doubt the authenticity 
of any signature.

SECTION 10.    EXPENSES.

The Trustee may employ suitable agents and advisors for the Trust.  
The expenses incurred by the Trustee in the performance of its duties 
hereunder, and all other proper and reasonable charges and administrative 
expenses of the Trust, shall be paid by the Company.  However, normal 
brokerage charges, commissions, taxes and other costs incident to the 
purchase and sale of securities which are included in the cost of securities 
purchased (or charged against the proceeds, in the case of sales) shall be 
charged to and paid out of Trust assets.  The Trustee shall be entitled to 
such compensation as may be agreed upon from time to time between the Trustee 
and the Committee.  If the Trustee undertakes or defends any litigation 
arising in connection with this Trustee, the Company agrees to indemnify the 
Trustee against the Trustee's costs, expenses, and liabilities (including, 
without limitation, attorneys' fees and expenses) relating thereto and to be 
primarily liable for such payments.

SECTION 11.    LIABILITY.

The Trustee shall not be liable for the making, retention or sale of 
any investment or reinvestment made by it as herein provided, nor for any 
loss to or diminution of the Trust assets, nor for any action it takes or 
refrains from taking at the direction of the Committee.  The Trustee shall 
not be required to pay interest on any part of the Trust assets which are 
held uninvested pursuant to the direction of the Committee.

SECTION 12.    AMENDMENT AND TERMINATION.

a.  The Trust shall be irrevocable and may not be amended 
or terminated by the Company.  However, the Trust may be amended by a written 
agreement between the Trustee and the Company (i) with the written consent of 
affected Participants; or (ii) as necessary to obtain a favorable ruling from 
the Internal Revenue Service with respect to the tax consequences of the Plan 
and the Trust; or (iii) to conform its provisions to the requirements of 
applicable laws or regulations; or (iv) to supply any omission, cure any 
ambiguity, correct or supplement any defective or inconsistent provision, or 
otherwise modify any Trust provision in any way.  Any modification or 
amendment shall not adversely affect the rights of the Participants or their 
beneficiaries under the Plan or Trust with respect to benefits accrued as of 
the date of the modification or amendment, unless such modification or 
amendment is made with the consent of affected Participants. Before any 
amendment is made pursuant to clause (i), the Company shall deliver to the 
Trustee a certification of proper compliance with the consent requirements of 
this paragraph.

b.  The Trust shall terminate upon receipt by the Trustee 
from the Company of an accounting confirming that all such liabilities have 
been satisfied.  After the satisfaction of all liabilities under the Plan, 
the Trust shall terminate and any assets remaining in the Trust shall be 
distributed by the Trustee to the Company.

SECTION 13.    NONASSIGNMENT AND GENERAL CREDITORS.

a.  Except as otherwise required by law, the Trust assets 
shall not be subject to the assignment, alienation, pledge, or attachment for 
the benefit of any Participant, or claims of the creditors of any 
Participant, and shall not otherwise be voluntarily or involuntarily 
alienated or encumbered by any Participant. Participants shall have no 
preferred claims on, or beneficial ownership interest in, any assets of the 
Trust.  Any rights created under the Plan and this Trust shall be mere 
unsecured contractual rights of Participants against the Company.

b.  Notwithstanding any provision herein to the contrary, 
the income and principal of this Trust shall remain subject to the claims of 
the Company's general creditors as if the assets of the Trust were general 
assets of the Company.  In no event, however, shall creditors of the Company 
be paid with assets of the Trust unless the Trustee has been so directed by a 
court, or a person appointed by a court, having competent jurisdiction over 
the financial affairs of the Company. In addition, the Company shall be 
prohibited from creating a security interest in the Trust in favor of any of 
its creditors.

c.  If any entity is or becomes the successor employer 
under the Plan, it shall automatically become the successor employer to this 
Trust Agreement.

d.  The Committee shall have the duty to inform the 
Trustee in writing if and when the Company becomes "Insolvent" as hereinafter 
defined.  When so informed, the Trustee shall immediately discontinue 
payments to Participants under this Trust Agreement, shall hold the portion 
of the Trust assets for the benefit of the Company's general creditors, and 
shall resume payments to Participants only after the Trustee has determined 
that the Company is not Insolvent (or is no longer Insolvent, assuming an 
initial determination that the Company was Insolvent) or after receipt of an 
order of a court of competent jurisdiction to such effect.  The Company shall 
be considered "Insolvent" for purposes of this Trust Agreement at any time: 
(a) the Company is unable to pay its debts as they mature, or (b) the Company 
is a debtor in a pending proceeding under the Bankruptcy Code.  If the 
Trustee receives other written allegations from a person claiming to be a 
creditor of the Company that the Company has become Insolvent, the Trustee 
shall independently determine whether the Company is Insolvent and, pending 
such determination, the Company shall discontinue payments to Participants, 
shall hold the Trust assets for the benefit of the Company's general 
creditors, and shall resume payments to Participants only after the Trustee 
has determined that the Company is not Insolvent (or is no longer Insolvent, 
assuming the Trustee initially determined the Company to be Insolvent) or 
after receipt of an order of a court of competent jurisdiction to such 
effect.  If the Trustee discontinues payments under this Section 13, and 
subsequently resumes such payments, the first payments to Participants 
following such discontinuance shall include the aggregate amount of all 
payments that would have been made to Participants during the period of such 
discontinuance, less the aggregate amount of payments made to Participants by 
the Company during any such period of discontinuance.  Nothing in this Trust 
Agreement shall in any way diminish any rights of Participants to pursue 
their rights as general creditors of the Company with respect to benefits due 
under the Plan.

e.  Unless the Trustee has actual knowledge of the 
Company's Insolvency, or has received notice on behalf of the Company or a 
person claiming to be a creditor of the Company, the Trustee shall have no 
duty to inquire whether the Company is Insolvent.  The Trustee may rely on 
such evidence concerning the Company's Insolvency as may be furnished to the 
Trustee and that provides the Trustee with a reasonable basis for making a 
determination concerning the Company's Insolvency.

SECTION 14.    RESIGNATION OR REMOVAL OF TRUSTEE.

a.  The Trustee may resign at any time upon sixty (60) 
days written notice to the Company.  The Trustee may be removed at any time 
by the Company upon sixty (60) days written notice to the Trustee.  Upon the 
receipt of instructions or directions from the Committee with which the 
Trustee is unable or unwilling to comply, the Trustee may resign upon notice 
in writing to the Company given within a reasonable time, under the 
circumstances then prevailing, after the receipt of such instructions or 
directions; and, notwithstanding any other provisions hereof, in that event, 
the Trustee shall have no liability to the Company, or any person interested 
herein, for failure to comply with such instructions or directions.

b.  Upon resignation or removal of the Trustee, the 
Company shall appoint a successor trustee or trustees.  The successor trustee 
shall have the same powers and duties as are conferred upon the Trustee 
hereunder, and the Trustee shall assign, transfer and pay over to such 
successor trustee all the Trust assets, together with such records or copies 
thereof as may be necessary to the successor trustee.

c.  If the Trustee resigns or is removed within one year 
of a "Change-in-Control", as defined below, the Trustee, and not the Company, 
shall select a successor trustee or trustees prior to the effective date of 
the Trustee's resignation or removal.

SECTION 15.    CHANGE-IN-CONTROL.

a.  Notwithstanding any provision herein to the contrary, 
in the event of a "Change-in-Control" of the Company, the authority of the 
Committee to direct the Trustee under this Trust Agreement shall terminate, 
and the Trustee shall act on its own discretion to carry out the terms of 
this Trust Agreement in accordance with the Plan.  For this purpose, a 
"Change-in-Control" shall mean any one or more of the following occurrences:  
(a) any person, including a "group" as defined in Section 13(d)(3) of the 
Securities Exchange Act of 1934, becomes the beneficial owner of shares of 
the Company having a 25% or more of the total number of votes that may be 
cast for the election of Directors of the Company; or (b) as a result of, or 
in connection with, any such tender or exchange offer, merger, or other 
business combination, sale of assets, or 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 to the Company.  
Notwithstanding the foregoing portion of this paragraph, the authority of the 
Committee to direct the Trustee under this Trust Agreement shall be retained 
by or reverted to the Committee in the event of a Change-in-Control if such 
authority is approved by the unanimous written consent of the Participants.

b.  Upon a Change-in-Control, the Company shall, as soon 
as possible, but in no event longer than 15 days following the 
Change-in-Control, make an irrevocable contribution to the Trust in an amount 
that is sufficient to pay each Participant the benefits to which Participants 
would be entitled pursuant to the terms of the Plan as of the date on which 
the Change-in-Control occurs.

SECTION 16.    ACCEPTANCE AND JURISDICTION.

The Trustee hereby accepts this Trust and agrees to hold the 
existing Trust assets, and all additions and accretions thereto, subject to 
all the terms and conditions of this Agreement, which shall be interpreted 
and construed under the laws of the United States, and to the extent such 
laws are inapplicable, under the laws of the State of Hawaii.

SECTION 17.    ILLEGALITY.

In the event any provisions of this Agreement shall be held illegal 
or invalid for any reason, the illegality or invalidity shall not affect the 
remaining provisions of this  Agreement, but shall be fully severable, and 
the Agreement shall be construed and enforced as if the illegal or invalid 
provisions had never been inserted herein.

IN WITNESS WHEREOF, the Company and the Trustee have agreed to the 
terms of this Trust Agreement, executed this 26th day of July, 1996.

BANCORP HAWAII, INC.                        HAWAIIAN TRUST COMPANY,

By /s/ LAWRENCE M. JOHNSON                  By /s/ WALTER J. LASKEY
--------------------------                  ---------------------------
Its Chairman and                            Its Chairman and 
Chief Executive Officer                     Chief Executive Officer

By /s/ RICHARD J. DAHL                      By /s/ LAWRENCE M. JOHNSON
--------------------------                  ---------------------------
Its President and Chief                     Its Vice Chairman
Operating Officer 
"Company"                            "Trustee"

October 25, 1996

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 Deferred Compensation Obligations and shares of common 
stock of the Company to be issued pursuant to the Bancorp Hawaii, Inc. 
Directors' Deferred Compensation Plan.

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

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

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

2.        The Deferred Compensation Obligations, when issued by the 
Company in the manner provided in the Plan, will be valid and binding 
obligations of the Company, enforceable against the Company in accordance with 
the terms of the Plan, subject, as to enforcement, (i) to bankruptcy, 
insolvency, reorganization, arrangement, moratorium and other laws of general 
applicability relating to or affecting creditor's rights, and (ii) to general 
principles of equity, whether such enforcement is considered in a proceeding 
at equity or at law.

3.        Shares of common stock of the Company when issued pursuant 
to and in accordance with the Bancorp Hawaii, Inc. Directors' Deferred 
Compensation Plan will be legally issued, fully paid, and non-assessable.

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

Very truly yours,

CARLSMITH BALL WICHMAN
CASE & ICHIKI

By /s/ William E. Atwater
--------------------------------
Its Partner

Exhibit(5)

CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS

We consent to the incorporation by reference in this registration
statement (Form S-8) of our report dated January 22, 1996 with respect to the 
consolidated financial statements of Bancorp Hawaii, Inc. and subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 
1995.

ERNST & YOUNG LLP

Honolulu, Hawaii

October 25, 1996

EXHIBIT (23)(a)

EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that BANCORP HAWAII, INC. (the 
"Company") and the undersigned, in the capacities indicated below, hereby 
constitute and appoint LAWRENCE M. JOHNSON, RICHARD J. DAHL, DAVID A. HOULE, 
DENIS K. ISONO and JOSEPH T. KIEFER 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. Directors' Deferred Compensation Plan, and of deferred 
compensation obligations arising under such Plan, including specifically, but 
without limiting the generality of the foregoing, power and authority to sign 
the names of the Company and the undersigned in the capacities indicated 
below to any registration statement 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 to be registered thereunder) 
and to any instruments or documents filed as a part of or in connection with 
said amendments or supplements to any registration statement, 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 have 
hereunto set their hands as of the 25th day of October, 1996.  This Power of 
Attorney may be executed in any number of counterparts by one or more of the 
undersigned.

BANCORP HAWAII, INC.

By   /s/ Lawrence M. Johnson
--------------------------------------
Its Chairman of the Board and
Chief Executive Office

By   /s/ Richard J. Dahl
--------------------------------------
Its President

/s/ Lawrence M. Johnson          
- ----------------------------------
LAWRENCE M. JOHNSON
Chairman of the Board, Chief
Executive Officer and Director

/s/ Richard J. Dahl
- --------------------
RICHARD J. DAHL
President and Director

/s/ David A. Houle
- -------------------
DAVID A. HOULE
Senior Vice President, Treasurer and
Chief Financial Officer

/s/ Denis K. Isono
- -------------------
DENIS K. ISONO
Vice President and Controller
(Principal Accounting Officer)

/s/ Peter D. Baldwin
- ---------------------
PETER D. BALDWIN, Director

/s/ Mary G.F. Bitterman
- ------------------------
MARY G.F. BITTERMAN, Director

/s/ David A. Heenan
- --------------------
DAVID A. HEENAN, Director

/s/ Stuart T.K. Ho
- -------------------
STUART T.K. HO, Director

/s/ Thomas C. Leppert
- ----------------------
THOMAS C. LEPPERT, Director

/s/ Herbert M. Richards, Jr.
- -----------------------------
HERBERT M. RICHARDS, JR., Director

/s/ H. Howard Stephenson
- -------------------------
H. HOWARD STEPHENSON, Director

/s/ Stanley S. Takahashi
- -------------------------
STANLEY S. TAKAHASHI, Director

/s/ Fred E. Trotter
- --------------------
FRED E. TROTTER, Director

/s/ Tim Yee
- ------------
TIM YEE, Director