BANK OF HAWAII CORPORATION 2004 STOCK AND INCENTIVE COMPENSATION PLAN PERFORMANCE-BASED RESTRICTED SHARE AGREEMENT

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Exhibit 10.16

BANK OF HAWAII CORPORATION
2004 STOCK AND INCENTIVE COMPENSATION PLAN

PERFORMANCE-BASED RESTRICTED SHARE AGREEMENT

        This Agreement dated                        ("Agreement"), between Bank of Hawaii Corporation, a Delaware corporation ("Company"), with its registered office at 130 Merchant Street, Honolulu, Hawaii 96813 and                        ("Grantee"), an employee of the Company or subsidiary of the Company.

        1.     Grant of Restricted Shares.     The Company hereby grants to Grantee, effective as of                        ("Grant Date"),                        shares ("Restricted Shares") of the Company's common stock ("Company Stock" or "Shares"). This grant of Restricted Shares shall be subject to the applicable terms and conditions set forth below and is being made pursuant to the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan ("Plan") in accordance with the authority and direction of the Human Resources and Compensation Committee ("Committee") of the Company's Board of Directors.

        2.     Restrictions During Restriction Period.     

        a.     Service Restriction.     Unless otherwise provided in this Agreement, each Restricted Share shall be forfeited and transferred to the Company upon Grantee's termination of employment for any reason, whether voluntary or involuntary, as an employee of the Company or its subsidiary prior to the expiration of the "Restriction Period" (as defined below) for such Restricted Share. For this purpose, Grantee's employment shall not be treated as terminated in the case of a transfer of employment within the Company and its subsidiaries or in the case of sick leave and other approved leaves of absence.

        b.     Transfer Restriction.     During the Restriction Period for a particular Restricted Share, such Restricted Share shall not be sold, assigned, pledged, or otherwise transferred, voluntarily or involuntarily, by Grantee. In the event of any attempt by Grantee to transfer the Restricted Shares, the Committee may terminate and cause the forfeiture of the Restricted Shares by notice to Grantee.

        c.     Restriction Period.     For purposes of this Agreement and with respect to the Restricted Shares granted under this Agreement, the term "Restriction Period" shall mean a period which commences on the Grant Date and terminates with respect to all or a portion of the Restricted Shares based on dates as of which certain performance criteria are determined to be achieved with respect to the vesting period.

        (1)     Performance Criteria and Post-Performance Criteria     

        Specifically, the Restriction Period shall terminate under this Section 2.c as of                        , for a portion of the Restricted Shares ("vested Shares"). The applicable performance criteria for the            calendar year shall be designated by the Committee in writing and attached hereto as addendums to this Agreement prior to or no later than 90 days after the commencement of the respective calendar year.

        The Restriction Period shall terminate under this Section 2.c following the Committee's determination of whether the performance objectives have been achieved for a given calendar year and as of the last day of the February following such calendar year. Accordingly, the Restriction Period shall terminate as of the last day of the February following the given calendar year, regardless of whether prior to such date the Committee determines the extent to which the performance criteria have been satisfied for such calendar year.

        The termination of the Restriction Period shall be conditioned upon the achievement of the designated performance objectives. The Committee shall not maintain the discretion to increase the vesting of Restricted Shares by terminating the Restriction Period for all or a portion of the Restricted

Shares that would otherwise not become vested. However, the Committee shall maintain the discretion to decrease the vesting of Restricted Shares by determining that the Restriction Period shall not terminate for all or a portion of the Restricted Shares that would otherwise become vested.

        To the extent that the Restriction Period does not terminate by                        (i.e., performance for the            through            calendar years), with respect to any Restricted Shares, such unvested Restricted Shares shall be forfeited and transferred to the Company as of                        .

        d.     Other Termination of Restriction Period.     Notwithstanding Section 2.c above, the Restriction Period shall terminate upon the earlier of (i) the death of Grantee; (ii) the termination of service of Grantee due to "permanent and total disability" as may be determined under the Plan; or (iii) the occurrence of a "Change in Control" of the Company (as described in Section 2.8 of the Plan).

        e.     Lapse of Restrictions.     The restrictions set forth above in Sections 2.a. and 2.b. shall lapse and no longer apply as to any Restricted Shar