exv10w9



 







EXHIBIT 10.9




RESOLUTIONS OF THE BANCWEST CORPORATION EXECUTIVE COMMKTTEE




Effective as of April 21, 2005




     WHEREAS, BancWest Corporation (“BancWest”) sponsors the BancWest Corporation Deferred
Compensation Plan (“Plan”); and



     WHEREAS, the Board of Directors has determined that it is in the best interest of BancWest and
its affiliates that a BancWest officer be authorized to adopt amendments to the Plan as such
officer deems necessary or appropriate under the following circumstances: (i) to make the changes
to the Plan described in the attached document entitled “BancWest Corporation Deferred Compensation
Plan — Required and Proposed Changes”; (ii) to insure that the Plan meets the requirements of
applicable law; (iii) to revise routine day-to-day procedures under which the Plan is operated; and
(iv) to restate the Plan document to incorporate prior amendments.



     NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Executive Vice President, Administration,
Stephen Glenn (or his delegate), is hereby authorized, empowered and directed, in the name of and
on behalf of the Board of Directors of BancWest, to adopt such amendments to the Plan that he (or
his delegate) deem necessary or appropriate under the following circumstances: (i) to make the
changes to the Plan described in the attached document entitled “BancWest Corporation Deferred
Compensation Plan — Required and Requested Changes; (ii) to insure that the Plan meets the
requirements of applicable law”; (iii) to revise routine day-to-day procedures under which the Plan
is operated; and (iv) to restate the Plan document to incorporate prior amendments.



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BancWest Deferred Compensation Plan


Required and Proposed Changes




	 	 	 	 	 
	 	 	 	 	Effective
	 	 	 	 	Date of
	Current Plan Provision	 	Required Change for Post 2004 Deferrals*	 	Change
	 
	IPKE Deferral: Election to
defer IPKE cash bonus for
the current year must be
made by December 1st of
that year.

	 	Election to defer IPKE cash bonus for
the current year must be made up to 6
months prior to the end of that year
(by June 30th).
	 	1/1/2005
	 
	LTIP Deferral: Election to
defer LTIP awards earned
in a given cycle must be
made 3 months before the
end of the performance
cycle.

	 	Election to defer LTIP awards earned in
a given cycle must be made up to 6
months before the end of the
performance period (by June 30th).
	 	1/1/2005
	 
	Hardship: Committee may
authorize change in
deferral election due to
hardship.

	 	Changes to deferral elections due to
hardship are no longer permitted.
	 	1/1/2005
	 
	Accelerated distributions: Participants may make
in-service withdrawals of
up to 90% of base account;
Participants may receive
post-employment
distribution of up to 90%
of retirement account;
Participants may receive
makeup payments covering
additional excise taxes
due to IRS 280G
limitations.

	 	Distributions may not be accelerated
even if accompanied by a “haircut”
(other than in limited exceptions**).
Makeup payments are no longer
permissible.
	 	1/1/2005
	 
	Key Employee
Distributions: No current
delay for Key
Employees***.

	 	Payments made based on separation from
service must be delayed at least 6
months from end of service.
	 	1/1/2005
	 




* All balances deferred prior to December 31, 2004 (earned and vested prior to 12/31/04) will not
be subject to the new rules unless the Plan is

materially modified after October 3, 2004.



** Accelerated distributions are permitted for — Payment under a domestic relations order; Payment
of FICA and income tax withholding on

compensation deferred under the Plan; Automatic cash out of participant’s benefit under certain
circumstances (not involving a participant’s election).



*** Key employees are defined as officers earning $130,000 or more (indexed) not to exceed 50
people.



Impact of Non-Compliance: If the Plan fails to comply with the new law, affected participants will
incur significant negative tax consequences.




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	 	 	 	 	Effective
	 	 	 	 	Date of
	Current Plan Provision	 	Proposed Enhancements for Post 2004 Deferrals	 	Change
	 
	Plan Entry: No entry into the plan outside of annual
enrollment period.

	 	With Committee approval, allow deferrals of
base salary for current year for newly hired
SVPs and above if elections are made within
30-days of eligibility.
	 	6/1/2005
	 
	Change in Control: Not addressed

	 	Implement consistent change in control
language across all non-qualified plans.
Require trust and full funding of plan at
Change of Control.
	 	6/1/2005
	 
	Bonus Deferral: Participants may defer up to 100% of bonus.

	 	Change bonus deferral to be 100% of bonus
after deduction of FICA and Medicare.
	 	6/1/2005
	 
	Trust: Current umbrella trust applies only to participants
who were in the Plan at the last change in control.
Subsequent participants are not covered by a trust.

	 	Establish second trust.
	 	6/1/2005
	 
	Crediting Rate: Up to 140% of Moody’s. Base Account
credited monthly with Base Interest equal to Moody’s
Average Corporate Bond Yield Index Rate. Retirement
Account credited monthly with Base Interest plus
Retirement Interest in a dollar amount equal to 13-1/3% of
Base Interest. At its discretion, the Committee may credit
Performance Interest (26-2/3% of the Base Interest
credited to a participant’s Base Account or Retirement
Account for a given year).

	 	For future deferrals only, a crediting rate
equal to Moody’s Average Corporate Bond
Yield Index Rate: Discontinue Retirement
Account credit and Performance Interest.
	 	1/1/2006
	 






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