Board of Governors of the Federal Reserve System

Washington, DC 20551

December 26, 2018

Amanda K. Allexon, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019-6150

Dear Ms. Allexon:

This is in response to your request on behalf ofBank ofHawaii

Corporation (“BOHC”), a bank holding company, and its depository institution

subsidiary, Bank ofHawaii (together with BOHC, “Applicants”), a state member

bank, both ofHonolulu, Hawaii, for an exemption from the prohibitions of the

Depository Institution Management Interlocks Act (“Interlocks Act”)1 and the

Board’s Regulation L2 to permit Mr. John C. Erickson to serve as a member ofthe

board of directors of each of BOHC and Bank of Hawaii, while at the same time

continuing to serve as a director on the boards of directors ofLuther Burbank

Corporation (“LBC”), a bank holding company, and its depository institution

subsidiary, Luther Burbank Savings (“Luther Bank”), a state non-member bank,

both of Santa Rosa, California.

The Interlocks Act and Regulation L prohibit a management official

of a depository institution or a depository holding company (“depository

organization”) with total assets exceeding $2.5 billion (or of any affiliate ofsuch

an organization) from serving at the same time as a management official of an 

unaffiliated depository organization with total assets exceeding $1.5 billion (or of

any affiliate ofsuch an organization), regardless ofthe location ofthe depository

organizations (“major assets prohibition”).3 As of September 30, 2018, BOHC,

Bank ofHawaii, LBC, and Luther Bank each had assets that exceeded the

applicable thresholds ofthe major assets prohibition.

1 12 U.S.C. § 3201 et seq.

2 12 CFR part 212.

3 12 U.S.C. § 3203; 12 CFR 212.3(c).

www.federalreserve.gov
Under the general exemption provision of Regulation L, the Board

may permit an interlock that otherwise would be prohibited by the Interlocks Act

and Regulation L ifthe Board determines that the interlock would not result in a

monopoly or in a substantial lessening of competition and would not present safety

and soundness concerns.4 The Board has delegated to the General Counsel, in

consultation with the Director of the Division of Supervision and Regulation

(“Director”), authority to grant exemptions under this provision ofRegulation L.

The interlocks between Applicants and LBC/Luther Bank would not

result in a monopoly or in a substantial lessening of competition. Bank ofHawaii

and Luther Bank do not have overlapping operations in any U.S. banking

markets.5 In addition, there is no overlap with respect to the nonbanking activities

ofBOHC and LBC.6

The interlocks also would not present safety and soundness

concerns. Applicants have indicated that Mr. Erickson’s extensive experience in

business and risk management, audit, and compliance would make him a valuable

addition to the boards of directors ofBOHC and Bank of Hawaii, especially in

light ofrecent and pending retirements from those boards. In addition,

Mr. Erickson’s continued service as director of LBC and Luther Bank would

provide managerial continuity for those institutions.

Based on all the facts ofrecord and for the reasons discussed above,

the General Counsel, acting pursuant to authority delegated by the Board and after

consultation with the Director, has granted an exemption to allow Mr. Erickson to

serve as a management official of each ofBOHC and Bank of Hawaii while also

continuing to serve as a management official ofLBC and Luther Bank.

4 12 CFR 212.6(a).

5 Bank of Hawaii has branches in Hawaii, Guam, and other Pacific islands.

Luther Bank’s branches are located in California and Washington.

6 BOHC’s sole nonbank subsidiary is Bank of Hawaii Foundation. LBC has three

direct nonbank subsidiaries: two special-purpose entities created to issue trust

preferred securities and Burbank Financial Inc., a service corporation permissible

for a bank holding company under section 4(c)(1)(C) ofthe Bank Holding

Company Act. 12 U.S.C. § 1843(c)(1)(C).
The Board reserves the right to revoke the exemption should the

interlocks result in a monopoly or a substantial lessening of competition or present

safety and soundness concerns.

Sincerely yours,

Ann Misback

Secretary ofthe Board