CENTRAL PACIFIC FINANCIAL CORP. 2004 STOCK COMPENSATION PLAN

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EXHIBIT 10.20

CENTRAL PACIFIC FINANCIAL CORP.
2004 STOCK COMPENSATION PLAN

NOTICE OF RESTRICTED SHARE GRANT
TO NON-EMPLOYEE DIRECTOR

        You have been granted restricted shares of common stock of Central Pacific Financial Corp. on the following terms:

*

The total number of shares granted is based on a grant of $12,000 worth of CPF common stock ($6,000 of which is granted to each non-employee director of Central Pacific Financial Corp. and $6,000 of which is granted to each non-employee director of Central Pacific Bank) divided by the closing price per share of CPF common stock on March 15, 2005, and rounded down to the nearest whole share.

        The restricted shares are granted under and governed by the terms and conditions of the Restricted Share Agreement and the Central Pacific Financial Corp. 2004 Stock Compensation Plan, both of which are attached to and made a part of this Notice.

        Please sign the Restricted Share Agreement and return it to Glenn Ching, as soon as possible, but no later than March 30, 2005 (CPB's March Board Meeting date) .

         Please note that if a "Section 83(b)" income tax election is made for the restricted shares, the election must be filed with the IRS within 30 days from the date of transfer of the restricted shares. A copy of the "Section 83(b)" election form is attached. You are urged to consult with your tax advisor to determine the effect of a Section 83(b) election and whether such an election is appropriate for you.

CENTRAL PACIFIC FINANCIAL CORP.
2004 STOCK COMPENSATION PLAN

RESTRICTED SHARE AGREEMENT
FOR NON-EMPLOYEE DIRECTOR

        Agreement dated March 15, 2005 ("Agreement") between Central Pacific Financial Corp., a Hawaii corporation ("Company") with its registered office at 220 South King Street, Honolulu, Hawaii 96813 and                        , residing at                        ("Grantee"), a non-employee director of the Company or its subsidiary.

1.     Grant of Restricted Shares.     

The Company hereby grants to Grantee effective as of March 15, 2005 ("Grant Date"),            shares ("Restricted Shares") of the Company's common stock ("Shares"). This grant of Restricted Shares is subject to the applicable terms and conditions of the Central Pacific Financial Corp. 2004 Stock Compensation Plan ("Plan") and this Agreement.

2.     Restrictions during Restriction Period.     

a.

Service Restriction.     The Restricted Shares shall be forfeited and transferred to the Company upon the Grantee's termination of service as a director of the Company or its subsidiary prior to the expiration of the "Restriction Period", as defined below.

b.

Transfer Restriction.     None of the Restricted Shares may be sold, assigned, pledged, or otherwise transferred, voluntarily or involuntarily, by the Grantee during the Restriction Period.

c.

Restriction Period.     For purposes of this Agreement, the term "Restriction Period" means the period commencing on the Grant Date and ending on the earlier of: (i) the fifth anniversary of the Grant Date; or (ii) the expiration of the Grantee's term as a director of the Company and its subsidiaries (whichever term last expires). For this purpose, the term as a director shall mean the Grantee's current term as a director and any immediately succeeding future consecutive term or terms as a director of either the Company or its subsidiaries that results from election, appointment, reelection, or reappointment as such a director. The Restriction Period shall not expire at the time the Grantee ceases to be a director of the Company or one of its subsidiaries if, at that time, such Grantee continues to be a director by reason of membership on the Board of Directors of another one of the Company or its subsidiaries.

d.

Lapse of Restrictions.     The restrictions set forth in the above portion of this Section 2 shall lapse and no longer apply upon the earlier of (i) the expiration of the Restriction Period; (ii) the death of the Grantee; (iii)