exhibit4-1.htm


    Amendment
One

    To

    Rights
Agreement

    


    This
Amendment One to Rights Agreement (this “Amendment”) is dated
as of August 26, 2008, between Central Pacific Financial Corp., a
Hawaii corporation (the “Company”) and Wells
Fargo Bank N.A., a national bank (the “Rights
Agent”).

    


    Recitals

     

    
      	
              A.

            	
              On
      August 26, 1998, the Company, which was formerly known as CPB, Inc. and
      ChaseMellon Shareholder Services, a limited liability company organized
      under the laws of the State of New Jersey, as rights agent, entered into a
      Rights Agreement (the “Rights
      Agreement”) in order to set forth provisions relating to the
      dividend of one preferred share purchase right (a “Right”) for
      each Common Share (as defined in the Rights Agreement) of the Company
      outstanding on September 16, 1998.  Unless otherwise defined
      herein, the capitalized terms in this Amendment shall have the same
      meaning as set forth in the Rights
Agreement.

            


    

    


    
      	
              B.

            	
              On
      November 1, 2005, the Rights Agent became the successor Rights Agent under
      the Rights Agreement.

            


    

    


    
      	
              C.

            	
              Under
      Section 7(a)(i) of the Rights Agreement, the Rights expire on August 26,
      2008 unless action is taken by the Company to extend their expiration
      date.

            


    

    


    
      	
              D.

            	
              The
      Board of Directors of the Company (the “Board”)
      believes it is in the best interest of the Company and its shareholders to
      amend the Rights Agreement to extend the expiration date of the Rights
      to August 26, 2009, in order to provide the Company time to consider
      adopting a new Rights Agreement to replace the Rights Agreement, or
      amending and/or extending the Rights Agreement, which new rights agreement
      or amended/extended Rights Agreement would be presented for shareholder
      approval at the Corporation’s 2009 annual shareholders’ meeting;
      and, thus the Board has approved this
  Amendment.

            


    

    


    
      	
              E.

            	
              It
      is the intent of the parties by this Amendment to extend the term of the
      Rights to August 26, 2009.

            


    

    


    Amendment

    


    In
consideration of the premises and the mutual agreements herein set forth, the
parties agree as follows:

    


    
      	
              1.

            	
              Amendment to Rights
      Agreement.  The Final Expiration Date as set forth in
      Section 7(a)(i) of the Rights Agreement shall be extended to August 26,
      2009.  Accordingly, Section 7(a) shall be amended and restated
      to read as follows:

            


    

    


    “(a) The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the principal office of the Rights Agent, together with payment
of the Purchase Price for each one one-hundredth (1/100th) of a Preferred Share
as to which the Rights are exercised, at or prior to the earliest of (i) the
close of business on August 26, 2009 (the “Final Expiration Date”), (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof (the
“Redemption Date”), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              2.

            	
              Governing
      Law.  This Amendment shall be deemed to be a contract
      made under the laws of the State of Hawaii and for all purposes shall be
      governed by and construed in accordance with the laws of such State
      applicable to contracts to be made and to be performed entirely with such
      State, without regard to any conflicts of laws, principles thereof;
      provided, however, that all provisions regarding the rights, duties and
      obligations of the Rights Agent shall be governed by and construed in
      accordance of the State of New York applicable to contracts made and to be
      performed entirely within such
State.

            


    

    


    
      	
              3.

            	
              Counterparts.  This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original and such
      counterparts shall together constitute but one and the same
      instrument.  Facsimile and electronically transmitted signatures
      shall have the same force and effect as original
    signatures.

            


    

    


    
      	
              4.

            	
              No Further
      Amendment.  Except as specifically amended above, the
      terms and provisions of the Rights Agreement shall remain otherwise
      unchanged and in full force and
effect.

            


    

    


    In
Witness Whereof, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.

    


     

    
      	Central
      Pacific Financial Corp. 	 	Wells
      Fargo Bank N.A 
	 	 	 
	______________________________	 	______________________________ 
	 	 	 
	Print Name:
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	Print Title:
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      ______________________ 
	 	 	 
	 	 	 
	______________________________ 	 	______________________________ 
	 	 	 
	Print Name:
      _____________________ 	 	Print Name:
      _____________________ 
	 	 	 
	Print Title:
      ______________________ 	 	Print Title:
      ______________________