Company's Director Stock Compensation Program Amendment 2001-1



 
EXHIBIT 10.32

 
RESOLUTIONS OF 
THE BOARD OF DIRECTORS OF 
PACIFIC CENTURY FINANCIAL CORPORATION 
 

	RE:	 	APPROVAL OF AMENDMENT NO. 2001-1 TO THE  PACIFIC CENTURY FINANCIAL CORPORATION  DIRECTOR STOCK COMPENSATION PROGRAM 

 
WHEREAS, Pacific Century Financial Corporation (the
“Corporation”) maintains the Pacific Century Financial Corporation Director Stock Compensation Program (the “Program”) for the purpose of enabling Directors of the Corporation or the Bank of Hawaii to acquire and retain a
proprietary interest in the Corporation by ownership of common stock of the Corporation; 
 
WHEREAS, Article 7 of the Program provides that the Program may be amended at any time by action of the Corporation’s Board of Directors; and 
 
WHEREAS, the Corporation desires to amend the Program for
purposes of modifying the grant amounts for options and restricted shares. 
 
NOW, THEREFORE, BE IT RESOLVED THAT the Corporation hereby adopts Amendment No. 2001-1 to the Program, in the form substantially as attached hereto, effective as of the date of adoption. 
 
RESOLVED FURTHER, that the appropriate officers of the
Corporation are hereby authorized and directed to take any and all actions necessary or desirable to carry out the intent of the foregoing resolutions. 
 

 
I,
    Cori C. Weston   , hereby certify that I am the duly appointed Secretary of the Board of Directors of Pacific Century Financial Corporation, and that the above resolutions were adopted at a meeting of the
Board of Directors of such Corporation held on April 27, 2001, at which meeting a quorum was at all times present and acting, and that said resolutions are still in full force and effect. 
 
 

	 DATED:
	 	 April 27, 2001




 

	 BOARD OF DIRECTORS OF 
 PACIFIC CENTURY FINANCIAL
 CORPORATION

	
	 By
	 	 /s/    Cori C. Weston         


	 	 	 Its Secretary



 
 







 
AMENDMENT
NO. 2001-1 TO 
THE PACIFIC CENTURY FINANCIAL CORPORATION 
DIRECTOR STOCK COMPENSATION PROGRAM 
 
In accordance with the provisions of its Article 7, the Pacific Century Financial Corporation Director Stock Compensation Program is
amended effective as of the date of adoption of this Amendment 2001-1, as follows: 
 
i) The following provision shall be added at the end of Section 2 of the Pacific Century Financial Corporation Director Stock Option Plan: 
 
Effective as of the 2001 annual meeting, in lieu of the formula grant amounts as described in the preceding
sentence, the following formula grant amount shall apply: an option for the purchase of 3,000 shares to a Director who is a Director of either or both of the Company and the Bank of Hawaii. In addition to the above formula grants, the Committee may
at its sole discretion designate the Directors to whom other options shall be granted and determine the amount of the options so granted. 
 
ii) The following provision shall be added at the end of Section 2 of the Pacific Century Financial Corporation Director Restricted Share
Plan: 
 
Effective as of the 2001 annual meeting,
in lieu of the formula grant amount as described in the preceding sentence, the automatic grant shall be equal to 200 restricted shares, and the maximum aggregate limitation shall not apply. In addition to the above formula grants, the Committee may
at its sole discretion designate the Directors to whom other restricted shares shall be granted and determine the amount of the restricted shares so granted.