exv10w1



 






EXHIBIT 10.1




BANCWEST CORPORATION

EXECUTIVE LIFE INSURANCE PLAN




PROLOGUE




     BancWest Corporation hereby adopts the BancWest Corporation
Executive Life Insurance Plan effective as of April 1, 2004.



ARTICLE I

DEFINITIONS




     As used herein the following terms shall have the following meanings
unless the context clearly requires otherwise.




	1.1.  	“Beneficiary” shall mean the person or persons designated by the Participant
in his Participation Agreement to receive life insurance benefits under the
applicable Policy upon the death of the Participant.
	 
	1.2.  	“Committee” means the Executive Compensation Committee of the
Company.
	 
	1.3.  	“Company” means BancWest Corporation.
	 
	1.4.  	“Compensation” means the annualized base salary that is paid by a
Participating Employer to a Participant, including any base salary deferred by
the Participant under the Company’s Deferred Compensation Plan. Such
items of Compensation shall include any amount that is contributed by a
Participating Employer pursuant to a salary reduction agreement and is not
includible in the Participant’s gross income under Section 125 or 402(e)(3) of
the Internal Revenue Code of 1986, as amended. “Compensation” shall not
include any items not specifically defined as Compensation in this section.
For example, “Compensation” shall not include any: lump sum vacation
cashouts; payments under the Incentive Plan for Key Executives or other
short-term or long-term bonuses; income received or recognized in




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	   	connection with option or discounted stock purchase programs; payments
under long-term incentive plans; amounts paid as automobile or other
allowances; insurance premiums paid on a Participant’s behalf; or amounts
paid to offset tax liabilities.
	 
	1.5.  	“Coverage Amount” means the death proceeds payable to the Participant’s
Beneficiary from the Policy pursuant to Section 3.1 below.
	 
	1.6.  	“Disability” means a disability of the Participant as defined in the BancWest
Corporation Long Term Disability Plan.
	 
	1.7.  	“Endorsement” means the written document, in a form acceptable to the
insurer and signed by the Participating Employer and the Participant, which
endorses a portion of Policy death benefits so as to provide the Participant’s
Beneficiaries with the death benefit contemplated by this Plan.
	 
	1.8.  	“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.
	 
	1.9.  	“Participant” means any employee of a Participating Employer who has
completed the steps required to commence participation under Section 2.1.
	 
	1.10.  	“Participating Employer” means the Company, Bank of the West, First
Hawaiian Bank, and any other affiliated employer which, with the Company’s
permission, elects to adopt the Plan for the benefit of certain of its
employees.
	 
	1.11.  	“Participation Agreement” means an agreement between a Participant and
the Participating Employer concerning participation in the Plan, similar in
form to the attached Exhibit A.
	 
	1.12.  	“Plan” means this BancWest Corporation Executive Life Insurance Plan as
set forth herein and any amendments hereto as may be made from time to
time.
	 
	1.13.  	“Policy” means the life insurance policy or policies insuring the life of a
Participant which is or are intended to provide the benefits due under this
Plan and which is or are the subject of the Participation Agreement.
	 
	1.14.  	“Policy Distribution Date” means the date on which the Policy is to be
transferred from the Participating Employer to the Participant under the terms
of this Plan, which shall be the latest of: (a) termination of Participant’s




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	   	employment with all Participating Employers; (b) the Participant’s attainment
of age 65; or, (c) the payment of seven (7) premiums on the Policy.
However, the Committee may, in its sole and absolute discretion, upon the
written request of any present or former Participant, authorize the distribution
to that Participant of his Policy following termination of service and
completion of seven (7) premium payments, but prior to his attainment of age
65 (in which case “Policy Distribution Date” means the date established by
the Committee). In considering any such request, the Committee shall
consider, among any other factors it deems appropriate, the cost to the
Company of permitting an early distribution of that Participant’s Policy.
	 
	1.15.  	“Qualified Termination” means the termination of service by a Participant
with all of the Participating Employers: (a) after the Participant attains age
65; (b) after the Participant attains age 55 with at least 10 Years of Credited
Service; (c) if regardless of the Participant’s age or years of service at the
time of termination, he is an individual listed on Exhibit B (which lists the
individuals entitled to receive special benefits pursuant to Section 5.5 of the
BancWest Corporation Supplemental Executive Retirement Plan, as
amended effective November 1, 2002); or (d) if the Committee gives written
approval, in its absolute and sole discretion, to treat a termination which does
not otherwise qualify, as a Qualified Termination.
	 
	1.16.  	“Years of Credited Service” means the Participant’s years of continuous
service with the Company and any combination of Participating Employers,
including any service with: First Interstate Bank of Hawaii; Pioneer Federal
Savings Bank; Bank of the West; Central Bank; SierraWest Bancorp; First
Security Bank of New Mexico, N.A.; Wells Fargo Bank New Mexico N.A.; and
First Security Bank of Nevada. “Years of Credited Service” shall also include
any employment service credit granted specifically for purposes of this Plan
to the Participant (a) under any contract between the Company (or a
Participating Employer) and the Participant (such as an employment
agreement)) or (b) by the Committee in its discretion in connection with its
determination that the Participant is eligible for participation in this Plan.




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ARTICLE II

PARTICIPATION





	2.1.  	Participation. The Committee shall determine in its sole discretion, from time
to time, those employees of any Participating Employer who shall be eligible
to be Participants under this Plan. A Participant’s participation shall
commence upon satisfactory completion (determined as provided in Section
3.1) of (a) any medical underwriting deemed necessary by the carrier issuing
the Policy, and (b) the Participant’s execution and delivery of such
Participant’s Participation Agreement. A Participant’s participation shall end
upon the earliest of (a) Participant’s death, (b) transfer of the Policy to
Participant pursuant to Section 4.2, or (c) Participant’s termination of
employment not meeting the definition of Qualified Termination (but
cessation of participation shall not deprive anyone of rights previously
accrued under this Plan, or preclude any person from pursuing remedies
provided to Participants by this Plan).





ARTICLE III

POLICY





	3.1.  	Coverage Amount.






	 	a)  	If a Participant dies while employed by a Participating Employer, the
Coverage Amount shall be an amount equal to three (3) times the
Participant’s Compensation at his date of death. If a Participant dies
after a Qualified Termination but prior to his Policy Distribution Date, the
Coverage Amount shall be an amount equal to three (3) times the
Participant’s Compensation at the date of his Qualified Termination.
Notwithstanding the prior two sentences, in the case of a Participant with




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	 	   	a Disability, his Coverage Amount shall be three (3) times his
Compensation at his date of Disability.
	 
	 	b)  	The actual Coverage Amount for any particular Participant, including
increases due to the increase in the Participant’s Compensation, may be
subject to the satisfactory completion of the carrier’s medical
underwriting requirements, and /or limits imposed by the carrier issuing
the Policy with respect to maximum issue limits. (For purposes of this
Plan, a Participant will be considered to have satisfactorily met the carrier’s
medical underwriting requirements if the cost of such coverage (including
periodic increases) does not exceed 200% of the cost of such coverage
had it been issued to an insured rated as a “standard” risk.) In addition, at
the Policy Distribution Date following a Qualified Termination, it is the
intent of the Company to distribute the Policy to the Participant with the
cash value described in Section 4.2.






	3.2.  	Purchase of Insurance. The Participating Employer shall purchase the Policy
from a life insurance carrier licensed to issue such coverage. The
Participating Employer and the Participant shall take all necessary action to
cause the carrier to issue the Policy, and shall take any further action which
may be necessary to cause the Policy to conform to the provisions of this
Plan.
	 
	3.3.  	Ownership of Policy. Prior to the Policy Distribution Date, the Participating
Employer shall be the sole and absolute owner of the Policy, and may
exercise all ownership rights granted to the owner thereof by the terms of the
Policy, including, but not limited to withdrawing or borrowing the cash value,
and surrendering the Policy, except as may otherwise be provided under the
Endorsement filed with the Insurer relating to the Policy or as may be
inconsistent with the provision of a Participant’s benefits under this Plan.
	 
	3.4.  	Payment of Premium. On or before the due date of each Policy premium
prior to the Policy Distribution Date (including any period of Disability), or
within the grace period provided therein, the Participating Employer shall pay




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the necessary premium to the Insurer, and shall, upon request, promptly
furnish the Executive evidence of timely payment of such premium. The
Participating Employer shall determine the amount of the premium deemed
necessary in its reasonable good faith discretion based on financial
assumptions deemed by it to be reasonable as of the time of such
determination.



ARTICLE IV

BENEFITS





	4.1.  	During Employment. In the event of a Participant’s death prior to the
Participant’s termination of service with all Participating Employers, the
Participant’s Beneficiary shall receive a death benefit equal to the Coverage
Amount, such amount being paid from the Policy proceeds directly by the
carrier issuing the Policy.
	 
	4.2.  	Upon a Qualified Termination. In the event of a Participant’s Qualified
Termination, the Participating Employer shall transfer ownership of the Policy
to the Participant, but such transfer shall occur only upon the Policy
Distribution Date. At the Policy Distribution Date, it is intended that the cash
value of the Policy distributed will be sufficient, based on actuarial
assumptions determined by the Participating Employer in its reasonable
good faith discretion, to provide a death benefit equal to the Coverage
Amount until the maturity date of such Policy without additional premium
payments. (A Participant must acknowledge in the Participation Agreement
that he understands that, following transfer of Policy ownership to that
Participant, the sufficiency of cash value in the Policy to provide expected
amounts of death benefit under this Plan may vary as a result of Policy
performance and this is in no event guaranteed by the Company, the
Participating Employer, or the Insurer.)




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	4.3.  	Termination Other than a Qualified Termination. If a Participant’s termination
of service with all Participating Employers does not meet the definition of
Qualified Termination, his participation in the Plan shall end immediately and
the Participating Employer shall retain all interests in the Policy. The
Participant shall promptly complete any necessary requirements to release the
Endorsement to the Policy and any of the interests in the Policy or benefits
provided under this Plan.
	 
	4.4.  	Policy Proceeds in Excess of Coverage Amount. Policy proceeds, if any,
that are paid due to death prior to a Participant’s Policy Distribution Date and
that exceed the amounts payable to the Participant’s Beneficiary pursuant to
Section 3.1 shall be payable directly to the Participating Employer.
	 
	4.5.  	Additional Tax Bonuses. The Participating Employer shall make the
following payments to the Participant, if applicable:






	 	a)  	Prior to the Policy Distribution Date, the Participating Employer shall
make an additional annual payment to the Participant in an amount equal
to the federal and state income tax due on (i) the amount of economic
benefit related to the Coverage Amount as determined by appropriate
Treasury regulations and Table 2001 (or the corresponding provisions of
any other regulation, pronouncement, or Notice), plus (ii) the amount of
such additional payments. In calculating the portion of such additional
payments each year attributable to the income taxes due, it shall be
assumed that the Participant is subject to the maximum marginal federal
and state income tax bracket; and
	 
	 	b)  	With respect to the calendar year during which the Policy Distribution
Date occurs, the Participating Employer shall make an additional
payment to the Participant in an amount equal to the federal and state
income tax due on, (i) the cash value of the Policy transferred as of the
Policy Distribution Date, plus (ii) the amount of such additional payments.
In calculating the portion of such additional payments attributable to the




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	 	   	income taxes due, it shall be assumed that the Participant is subject to
the maximum marginal federal and state income tax bracket.
	 
	 	c)  	The Participating Employer shall annually furnish the Executive with a
statement of the amount of income reportable by the Executive for
federal and state income tax purposes, if any, as a result of his
participation in the Plan.






	4.6.  	Effect of Payment or Transfer. The full payment of the applicable benefit
under this Article IV or the transfer of the Policy under section 4.2 above, shall
completely discharge all obligations on the part of the Company and the
Participating Employer to the Participant (and the Participant’s Beneficiary) with
respect to the operation of this Plan, and the Participant’s (and Participant’s
Beneficiary’s) rights under this Plan shall terminate.





ARTICLE V

ADMINISTRATION





	5.1.  	Committee. Except as otherwise provided in this Plan, and unless otherwise
determined by the Company’s Board of Directors, the Committee shall have
the power and duty to take all actions and make all decisions necessary or
proper to administer this Plan, in its sole discretion. In that connection, the
Committee shall have the power:






	a)  	To require as a condition of receiving any benefits under this Plan, that
any person furnish such information as the Committee may reasonably
request for the purpose of the proper administration of the Plan;
	 
	b)  	To make and enforce such rules and regulations and prescribe the use
of such forms as it shall deem necessary for the efficient administration
of this Plan;
	 
	c)  	To make factual determinations and to decide questions concerning the
interpretation of this Plan, including with respect to the eligibility of any
person for benefits under this Plan;




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	d)  	To determine the amount of benefits that shall be payable to any person
in accordance with the provisions of this Plan;
	 
	e)  	To appoint a “Plan Administrator” to administer the Plan on its behalf;
	 
	   	and
	 
	f)  	To employ the services of such other persons as the Committee may
deem necessary or desirable in connection with this Plan, including but
not limited to an actuary, legal counsel, an independent accountant,
agents, and such clerical, medical, and accounting services as it may
require in carrying out the provisions of this Plan or in complying with the
requirements of ERISA.






	5.2.  	Indemnification, Insurance. The Participating Employers shall indemnify and
save harmless and/or insure each employee or director of a Participating
Employer against any and all claims, loss, damages, expense, and liability
arising from his responsibilities in connection with this Plan, if the employee
or director acted in good faith and in a manner the employee or director
reasonably believed to be in or not opposed to the best interests of the Plan.
	 
	5.3.  	Claims Procedure. The procedure for claiming benefits under this Plan shall
be as follows:






	 	(a)  	All claims for benefits under the Plan and all questions relating to such
claims shall be submitted to the Plan Administrator.
	 
	 	b)  	If a claim is wholly or partially denied, the Plan Administrator shall furnish
the Participant within a reasonable period of time, but not later than
ninety (90) days after receipt of the claim by the Plan Administrator, a
written explanation of the denial. If the Plan Administrator determines
that special circumstances exist which require an extension of time for
processing the claim, the Plan Administrator shall have one hundred and
eighty (180) days after the receipt of the claim to furnish the Participant
with a written explanation of the denial, provided the Plan Administrator
gives the Participant written notice of the special circumstances (and the




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	 	   	date by which the Plan Administrator expects to render a decision) within
ninety (90) days of receipt of the claim.
	 
	 	c)  	The written explanation of a claim denial shall set forth, in a manner
calculated to be understood by the Participant, the following information:






	 	i)  	The specific reason or reasons for the denial of the claim;
	 
	 	ii)  	A specific reference to the pertinent Plan provisions, if any, on
which the denial is based;
	 
	 	iii)  	A description of any additional material or information necessary for
the Participant to perfect the claim and an explanation of why such
material or information is necessary;
	 
	 	iv)  	A description of the Plan’s review procedures and the time limits
applicable to such procedures, including (i) a statement that the
claim and the denial shall be reviewed upon submission of a written
request to the Committee, and (ii) a statement that the failure to
submit a written request for review within sixty (60) days after the
receipt of the written explanation of the claim denial shall make the
Plan Administrator’s decision final;
	 
	 	v)  	A statement that the Participant shall have, as part of the review
procedure, a reasonable opportunity:






	 	A)  	To receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other
information relevant to the claim for benefits, and
	 
	 	B)  	To submit written comments, documents, records and other
information relating to the claim for benefits; and






	 	vi)  	A statement that the Participant has the right to bring a civil action
under ERISA Section 502(a) following an adverse benefit
determination on appeal.






	 	d)  	The denial of a Participant’s claim shall be reviewed by the Committee if
a written request for review is filed within sixty (60) days after receipt of
the written explanation of the claim denial by the Participant. Otherwise,
the initial decision of the Plan Administrator shall be the final decision of
the Plan.




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	 	e)  	The Committee shall review the information and comments submitted by
the Participant or the Participant’s duly authorized representative. The
Committee may hold a hearing of all parties involved, if the Committee
deems such hearing to be necessary. The Committee shall furnish the
Participant with a written explanation of the decision on review within
sixty (60) days after receipt of a written request for review. If the
Committee determines that special circumstances exist which require an
extension of time for reviewing the information, the Committee shall have
one hundred and twenty (120) days after receipt of the written request
for review to furnish the Participant with a written decision or review
denial, provided the Committee gives the Participant written notice of the
special circumstances (and the date by which the Committee expects to
render a decision) within sixty (60) days of receipt of the written request
for review.
	 
	 	f)  	The written explanation of the decision on review shall set forth, in a
manner calculated to be understood by the Participant, the following
information:






	 	i)  	The specific reason or reasons for the decision, including a response
to the information and comments, if any, submitted by the Participant;
	 
	 	ii)  	Specific reference to pertinent Plan provisions and records, if any, on
which the decision is based;
	 
	 	iii)  	A statement that the Participant is entitled to receive, upon request
and free of charge, access to and copies of all documents, records
and other information relevant to the benefit claim;
	 
	 	iv)  	A statement that the Participant has the right to bring a civil action
under ERISA Section 502(a) following an adverse benefit
determination on appeal; and
	 
	 	v)  	A statement, if applicable, that, in addition to the Plan’s claims
procedure set forth above, the Participant may, but is not required to,
submit a claim for benefits under a voluntary level of appeal.




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ARTICLE VI

AMENDMENT, TERMINATION





	6.1.  	Amendment. The Board of Directors of the Company may at any time
amend this Plan, in whole or in part. No such amendment shall deprive the
Participant or Beneficiary of any rights to which the Participant would have
been entitled had such Participant terminated employment on the date
immediately prior to the effective date of such amendment.
	 
	6.2.  	Termination or Partial Termination. This Plan may be terminated in full or in
part by the Board of Directors of the Company. The board of directors of a
Participating Employer may terminate this Plan, in whole or in part, as to
such Participating Employer. No termination of the Plan shall deprive the
Participant or Beneficiary of any rights to which the Participant would have
been entitled had such Participant terminated employment on the date
immediately prior to the effective date of such termination.





ARTICLE VII

MISCELLANEOUS





	7.1.  	Unfunded Plan. The Plan is intended to be an unfunded plan maintained
primarily to provide benefits for a select group of “management or
highly-compensated employees” within the meaning of Sections 201, 301,
and 401 of ERISA, and therefore exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no
further benefits shall accrue hereunder if it is determined by a court of
competent jurisdiction or by an opinion of counsel that the Plan constitutes
an employee pension benefit plan within the meaning of Section 3(2) of
ERISA that is not so exempt. In that event, the Company shall use its
reasonable best efforts to provide to existing Participants, through other




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	   	programs or insurance vehicles, benefits reasonably comparable to those
that would have accrued but for Plan termination.
	 
	7.2.  	Insolvency. In the event of the Company’s or a Participating Employer’s
insolvency, Participants and their beneficiaries, heirs, successors, and
assigns shall have no legal or equitable rights, interest, or claims in any
property or assets of the Company or the Participating Employer. The
Company’s and the Participating Employers’ obligations under the Plan shall
be that of an unfunded and unsecured promise to pay money in the future.
	 
	7.3.  	Rights of Participants. No Participant shall, by reason of his participation in
this Plan, have any interest in (i) any specific asset or assets of a
Participating Employer or an Affiliate (as defined in the BancWest
Corporation 401(k) Savings Plan) or (ii) any stock rights of any kind. Neither
the adoption of this Plan nor any action of a board of directors or the
Committee in connection with the Plan shall be held or construed to confer
upon any person any legal right to be continued as an officer or employee of
a Participating Employer.
	 
	7.4.  	Not an Employment Agreement. This Plan does not in any way
constitute an
employment agreement, and each Participating Employer reserves the right to
terminate a Participant’s employment to the same extent as though this Plan did
not exist.
	 
	7.5.  	Binding Effect. This Plan shall be binding upon and inure to the benefit of each
Participating Employer and its successors and assigns, and to the Participant or
the Participant’s successors, assigns, heirs, executor or personal
representative, and beneficiaries.
	 
	7.6.  	Notices. Any notice, consent, or demand required or permitted under this Plan
shall be made in writing and shall be signed by the party making the notice,
consent, or demand. Such notice shall be sent by United States certified mail,




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	   	postage pre-paid and shall be sent to the other party’s last known address as
shown on the records of the Participating Employer. The date of such mailing
shall be deemed to be the date of such notice, consent or demand.
	 
	7.7.  	Governing Law. To the extent not preempted by ERISA, the Plan shall be
governed, construed, administered, and regulated according to the laws of
the State of Hawaii.
	 
	7.8.  	Miscellaneous Provisions.






	 	a)  	Wherever used herein the masculine gender shall include the feminine
and the singular number shall include the plural, unless the context
clearly indicates otherwise.
	 
	 	b)  	The headings of articles and sections are included herein solely for
convenience of reference, and if there is any conflict between such
headings and the text of the Plan, the text shall be controlling.
	 
	 	c)  	Wherever a Participating Employer, the Company, or a board of directors
is permitted or required to do or perform any act, matter, or thing under
the terms of the Plan, it may be done and performed by any officer of a
Participating Employer or the Company thereunto duly authorized.
	 
	 	d)  	All consents, elections, applications, designations, etc. required or
permitted under the Plan must be made on forms prescribed by the
Committee, and shall be recognized only if properly completed,
executed, and filed with the Committee.
	 
	 	e)  	A Participating Employer may assign a Policy (and any related
Endorsement of such policy) to another Participating Employer upon
such terms and conditions as the Participating Employers may agree,
provided that the assignee Participating Employer shall agree to be
bound by all of the terms and conditions of such Endorsement that affect
the Participant’s benefits thereunder.




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TO RECORD the adoption of this Plan, BancWest Corporation has executed this
document this 20th day of January, 2005.



	 	 	 	 	 
	 	BANCWEST CORPORATION

 	 
	 	By:  	     /s/ Sheila Sumida
 	 
	 	 	Its Vice President	 
	 	 	 	 
	 





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EXHIBIT A-1




BancWest Corporation

Executive Life Insurance Plan

Participation Agreement




	 	 	 	 	 	 	 	 	 
	Participant:

	 	«Name»
	 	 	 	SSN:
	 	«SSN»












ACKNOWLEDGMENT



I, the undersigned Participant, hereby acknowledge receiving notification of my eligibility to
participate in the BancWest Corporation Executive Life Insurance Plan, effective April 1, 2004. I
acknowledge that I have received a copy of the Plan document (the “Plan”), which includes a
description of the Plan’s claims procedures, and materials summarizing the Plan.



I understand that after the Policy Distribution Date the sufficiency of cash value in the
Policy to provide expected amounts of death benefit under this Plan may vary as a result of
Policy performance, and that the continuation of the death benefit is not guaranteed by the
Participating Employer, or the Insurer.



By signing this Participation Agreement, I agree to be bound by the terms of the Plan as set forth
in the Plan document. If there is a conflict between the Plan document and any other
communication, written or oral, including any Plan summary materials, then the terms of the Plan
document will control.
















TERMINATION, ASSIGNMENT, AND RELEASE OF PRIOR AGREEMENT AND POLICY



As a condition for participation in the Plan, the undersigned hereby terminates as of this date
the Split Dollar Agreement dated «Agreement_date», as permitted by the terms of that agreement,
and hereby assigns and releases to the Participating Employer any and all rights, title and
interest in the life insurance policy number «Old_policy_», issued by «Carrier», which is the
subject of that agreement (the “Split Dollar Policy”). The Participant hereby grants to the
Participating Employer authority to take the steps deemed necessary, in its sole discretion, to
implement this termination, assignment and release, including but not limited to the submission of
any forms or paperwork to the insurance carrier issuing the Split Dollar Policy deemed necessary
by the Participating Employer. The Participant understands and agrees that by signing this
document and delivering it to the Participating Employer, Participant is terminating all rights
whatsoever Participant would or might otherwise have against BancWest Corporation or the
Participating Employer with respect to the Split Dollar Agreement or to the Split Dollar Policy.



The Participating Employer agrees that execution, delivery and performance of this termination,
assignment and release constitutes complete satisfaction of all rights whatsoever that the
Participating Employer would or might otherwise have against the Participant under the Split
Dollar Agreement concerning the Split Dollar Policy.









 









 











BENEFICIARY DESIGNATION



I hereby designate the following as beneficiary(ies) to receive the death benefits
payable under the Executive Life Insurance Plan as a result of my death.

















Primary Beneficiary(ies):




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 






Contingent Beneficiary(ies):




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




Unless otherwise indicated above, payment to two or more beneficiaries shall be paid in equal
shares. The share of any beneficiary who dies before the Participant shall be divided among the
surviving beneficiaries in proportion to their interests. If no beneficiary survives the
Participant, payment shall be made to the estate of the Participant.














In witness hereof, the Participant and the Participating Employer have executed this
Participation Agreement in duplicate as of the date noted below.




	 	 	 	 
	 	 	 
	Signature of Participant

	 	Date
	 
	 	 
	 	 	 
	Participating Employer

	 	Date
	 
	 	 
	 	 	 
	Signature of Spouse (If necessary)

	 	Date
	 
	 	 






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EXHIBIT A-2




BancWest Corporation

Executive Life Insurance Plan

Participation Agreement




	 	 	 
	Participant: «Name»

	 	SSN: «SSN»










ACKNOWLEDGMENT



I, the undersigned Participant, hereby acknowledge receiving notification of my eligibility
to participate in the BancWest Corporation Executive Life Insurance Plan, effective April 1, 2004.
I acknowledge that I have received a copy of the Plan document (the “Plan”), which includes a
description of the Plan’s claims procedures, and materials summarizing the Plan.



I understand that after the Policy Distribution Date the sufficiency of cash value in the
Policy to provide expected amounts of death benefit under this Plan may vary as a result of
Policy performance, and that the continuation of the death benefit is not guaranteed by the
Participating Employer, or the Insurer.



By signing this Participation Agreement, I agree to be bound by the terms of the Plan as set forth
in the Plan document. If there is a conflict between the Plan document and any other
communication, written or oral, including any Plan summary materials, then the terms of the Plan
document will control.











BENEFICIARY DESIGNATION



I hereby designate the following as beneficiary(ies) to receive the death benefits
payable under the Executive Life Insurance Plan as a result of my death.










Primary Beneficiary(ies):




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 






      
 
 















 









 









Contingent Beneficiary(ies):




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Name

	 	Date of Birth
	 	Relationship
	 	% Share
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 





Unless otherwise indicated above, payment to two or more beneficiaries shall be paid in equal
shares. The share of any beneficiary who dies before the Participant shall be divided among the
surviving beneficiaries in proportion to their interests. If no beneficiary survives the
Participant, payment shall be made to the estate of the Participant.











In witness hereof, the Participant and the Participating Employer have executed this
Participation Agreement in duplicate as of the date noted below.




	 	 	 	 	 
	


	 	

	 	 
	Signature of Participant

	 	Date	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Participating Employer

	 	Date	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature of Spouse (If necessary)

	 	Date	 	 







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