BANK OF HAWAII CORPORATION EXECUTIVE BASE SALARY DEFERRAL PLAN

BANK OF HAWAII CORPORATION
EXECUTIVE BASE SALARY DEFERRAL PLAN

Article 1.                                                 Purpose .  This Bank of Hawaii Corporation Executive Base Salary Deferral Plan (the “Plan”) is intended to advance the interests of Bank of Hawaii Corporation (the “Company”) by providing deferred compensation benefits to selected executive officers of the Company and its subsidiaries and thereby strengthening the ability of the Company and its subsidiaries to attract and retain executive officers upon whose judgment, initiative, and efforts the successful conduct and development of the Company depend.

Article 2.                                                 Effective Date and Plan Year .  This Plan is effective January 1, 2006, (the “Effective Date”).  The “Plan Year” shall be the calendar year.  However, any deferral elections in effect for a Plan Year shall apply commencing with the first payroll period commencing in the calendar year through the last payroll period commencing in the calendar year.  Example: Bank of Hawaii uses bi-weekly payroll periods.  The first payroll period in 2006 commences January 6, 2006.  The last payroll period will commence December 22, 2006, and end January 4, 2007.  Deferral elections with respect to the 2006 Plan Year apply to the payroll periods commencing January 6, 2006, and ending January 4, 2007.

Article 3.                                                 Eligibility .  The Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) shall determine the executive officers of the Company and its subsidiaries who shall be eligible to participate in the Plan (the “Participants”), and such Participants shall be eligible to participate in the Plan as of the date designated by the Committee.  Participation shall be limited to a select group of management or highly compensated employees of the Company and its subsidiaries as determined by the Committee pursuant to the requirements of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”).  To participate and receive benefits under the Plan, each Participant shall agree to observe all rules and regulations established by the Committee and shall abide by all decisions of the Committee in the construction and administration of the Plan.

Article 4.                                                 Administration .  The Committee shall administer the Plan in accordance with the Committee’s charter and the governance rules and procedures applicable to the Committee.  The Committee may delegate its administrative authority and responsibilities under the Plan to any officer or staff member of the Company or Bank of Hawaii (the “Bank”) or to a third-party administrator.

The Committee shall have plenary authority, in its discretion, to: (a) construe and interpret the Plan and its terms and resolve any ambiguities herein; (b) determine the amount and recipient of any payment hereunder; (c) prescribe, amend, and rescind rules and regulations; and (d) make all other determinations and do all other things necessary or appropriate for the administration of the Plan.  All decisions, determinations, and interpretations made by the Committee shall be binding and conclusive on Participants, beneficiaries, and all other interested parties.

Article 5.                                                 Base Salary Deferral Election .  By making a “Deferral Election,” a Participant may elect to defer the receipt of up to 80% of his or her base salary (less FICA taxes and other applicable payroll deductions) earned for the Plan Year.  A Participant’s Deferral Election shall be on a form (paper or electronic) approved by the Director of Human Resources of the Bank.

(a)                                   General Deferral Election Timing Rule .  To be effective for a Plan Year, the Participant’s Deferral Election must be executed and delivered to the Director of Human Resources of the Bank or a third-party administrator no later than December 31 of the year immediately preceding the Plan Year.  The Deferral Election in effect as of December 31 of the immediately preceding year shall be irrevocable as to base salary earned for the Plan Year.

(b)                                  First Year of Eligibility .  In the case of the first Plan Year in which a Participant becomes eligible to participate, the Participant may make a Deferral Election within 30 days after becoming eligible to participate, but such Deferral Election shall be effective only with respect to base salary for services performed after the date the Deferral Election form is executed and delivered to the Bank or third-party administrator.  For purposes of determining whether a Participant is newly eligible to participate, the plan aggregation rules under Section 409A of the Code apply.  This means that, if a Participant is already eligible to participate in another account balance deferred compensation plan, such as the Bank of Hawaii Retirement Savings Excess Benefit Plan, the Participant will not be treated as newly eligible with respect to this Plan.  Accordingly, the special election rule for first year of eligibility would not apply to such Participant.  Example: On December 31, 2005, Employee A is a participant in the Bank of Hawaii Retirement Savings Excess Benefit Plan.  On March 31, 2006, Employee A receives a promotion, and, in connection with the promotion, the Committee designates Employee A as being eligible to participate in this Plan.  Employee A may not make a deferral election with respect to any base salary earned in 2006, but may make an election before the end of 2006 to defer base salary in 2007.

(c)                                   Subsequent Plan Years .  There will be no evergreen elections.  A Participant must make an affirmative deferral election with respect to a Plan Year under Article 5(a).  If a Participant has not made an affirmative election by December 31 of the immediately preceding year, the Participant will be deemed to have irrevocably elected not to make a deferral for the Plan Year.

(d)                                  Cancellation of Deferral Election in the Event of Unforeseeable Emergency or Hardship Distribution from a 401(k) Plan .  In the event of an “unforeseeable emergency,” as defined in Article 8(d), prior to the Participant having a separation from service and before a distribution is made from this Plan on account of such “unforeseeable emergency,” the Participant’s Deferral Election, if any, with respect to the Plan Year shall be cancelled.  Likewise, if the Participant receives a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations, the Participant’s Deferral Election with respect to the Plan Year shall be cancelled.  Any future Deferral Elections shall be subject to the timing rule in Article 5(a).

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Article 6.                                                 Deferred Compensation Account .  One or more separate accounts shall be established and maintained on behalf of each Participant under the Plan (collectively, the “Account”), which shall reflect the balance of the deferred amounts credited to the Participant and the deemed investment earnings on such amounts.  The deferred amounts for each Participant shall be credited to the Participant’s Account as soon as practicable following the date such compensation would otherwise have been paid to the Participant.  The Bank or a third-party administrator shall maintain books and records that appropriately reflect the balance of the Participant’s Account.  If a Participant elects different times or forms of distribution for the amounts deferred in different Plan Years, the Bank or third-party administrator shall separately account for the different Plan Year’s deferrals.

For purposes of determining the value of the Participant’s Account, the amount allocated to the Participant’s Account shall be treated as if it were invested and reinvested in one or more investment funds or vehicles as may be designated by the Committee and thereafter directed by the Participant.  Each Account shall be appropriately increased or decreased to reflect the appreciation or depreciation in the value of the deemed investment, the net income or loss attributable to the deemed investment, and the distributions and expenses that may be charged to the Account.  The Participant agrees on behalf of the Participant and any designated beneficiary to assume all risks and responsibilities for the direction of investments in the Participant’s Account, and neither the Company, the Committee, nor any third-party service provider shall be liable for any deemed investment losses that may be incurred under the Account because of the Participant’s investment elections.  The Participant shall have no direct ownership interest in any assets representing such deemed investments.  Pursuant to Articles 12 and 13, the Participant’s Account represents a general unfunded promise to pay deferred compensation.  The Participant’s Account balance is the measure of the amount of the Participant’s deferred compensation.

Article 7.                                                 Vesting .  A Participant shall have a 100% vested and nonforfeitable interest in the balance of the Participant’s Account at all times.

Article 8.                                                 Time of Distribution .  Except as provided in a Participant’s election under Section 8(e) or Article 9, any deferred amount shall be distributed by December 31 of the year in which the first of the following events occurs or, if later, by the 15th day of the third month following the first to occur of the following events:

(a)                                   Six Months following Separation from Service .  The date that is six months following the Participant’s “separation from service”.  For this purpose, “separation from service” is defined by reference to Proposed Treasury Regulations Section 1.409A-1(h) and future guidance from the Internal Revenue Service (the “IRS”) and generally means termination of employment from the Company and its subsidiaries.

(b)                                  Disability .  The Participant’s “Disability”.  A Participant shall be considered “disabled” if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for

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a period of not less than 3 months under an accident and health plan covering employees of the Company.  In addition to the foregoing, a Participant shall be deemed “disabled” as of the date the Social Security Administration determines the Participant to be totally disabled.

(c)                                   Death .  The Participant’s death.  In the event of the death of a Participant before his of her Account has been distributed in full, the balance of the Participant’s Account shall be paid to the Participant’s designated beneficiary.  The P