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                                                                     EXHIBIT 4.1
                      PACIFIC CENTURY FINANCIAL CORPORATION
                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN(1)


     SECTION 1. NAME AND NUMBER OF SHARES.

     The dividend reinvestment and stock purchase plan of Pacific Century
Financial Corporation ("Pacific Century") shall be known as the Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The number of shares of
common stock, par value $.01, of Pacific Century ("Common Stock") that may be
issued pursuant to the Plan shall be fixed from time to time by the Board of
Directors of Pacific Century.

     SECTION 2. ADMINISTRATION AND COSTS.

     The administrator of the Plan (the "Administrator"), who shall
administer the Plan for participants, keep records, send statements of
accounts to participants, and perform other duties relating to the Plan,
shall be appointed from time to time by the Board of Directors of Pacific
Century, but as of the date hereof shall be Continental Stock Transfer and
Trust Company.

     SECTION 3. INITIAL STOCK PURCHASE.

     An employee, retired employee, or director of Pacific Century or any
member of the controlled group of corporations (as defined in Section 1563(a)
of the Internal Revenue Code of 1986, as amended) of which Pacific Century is
a member (an "Eligible Employee") who is not a stockholder of record or a
beneficial owner of Common Stock participating in the Plan may become a
participant in the Plan by purchasing shares of Common Stock pursuant to a
Pacific Century-approved initial stock purchase form. Such forms shall be
made available by and upon execution shall be returned to the Administrator.

     An individual who is a resident of the State of Hawaii and who is not a
stockholder of record or a beneficial owner of Common Stock participating in
the Plan may become a participant in the Plan by purchasing shares of Common
Stock pursuant to a Pacific Century-approved initial stock purchase form.
Such forms shall be made available by and upon execution shall be returned to
the Administrator. This paragraph shall be effective only upon the written
approval by the Chairman of the Board of Pacific Century, which approval may
be revoked at any time.

     An initial stock purchase of not less than $250 may be made by enclosing
a check or money order with the applicable initial stock purchase form. No
interest shall be paid on initial stock purchase payments prior to their
investment in Common Stock. Checks must clear before they will be applied to
the purchase of Common Stock.

     A person making a purchase of Common Stock under this Section 3 shall be
a participant in the Plan and shall be eligible thereafter to make optional
payments pursuant to the Plan.

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(1)  This version of the Plan adds to the version in effect on July 28, 1994 all
     changes adopted from that date through June 22, 2001.



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Initial stock purchase payments and optional payments may not exceed an
aggregate of $5,000 per calendar quarter.

     SECTION 4. DIVIDEND REINVESTMENT AND OPTIONAL PAYMENTS.

     All holders of record of Common Stock shall be eligible to join the Plan
at any time. Each participant in the Plan shall remain a participant until he
or she withdraws from the Plan. An eligible shareholder may join the Plan by
completing and signing the Pacific Century-approved authorization form (an
"Authorization Form"). Authorization Forms shall be made available by and
upon execution shall be returned to the Administrator.

     The Authorization Form shall permit an eligible shareholder to
participate in the Plan by checking the appropriate box. The shareholder may
elect one of the following enrollment options. First, the shareholder may
elect to reinvest dividends paid on all of the shares of Common Stock
registered in his name, in which case the shareholder may also purchase stock
with optional cash payments. Second, the shareholder may elect to reinvest
dividends paid on a portion of the shares of Common Stock registered in his
name, in which case the shareholder may also purchase stock with optional
cash payments. Third, the shareholder may elect to participate in the Plan by
making optional cash payments only. However, any shares acquired by making
optional cash payments will automatically participate in the Plan, so
dividends on those shares will be automatically reinvested.

     Shareholders of record of Common Stock, or persons or entities who
become participants in the Plan pursuant to Section 3, who submit a completed
and signed Authorization Form shall be eligible to make optional cash
payments of not less than $25 at any time. An initial optional payment of not
less than $25 may be made by a participant when enrolling by enclosing a
check or money order with the Authorization Form. Thereafter, optional
payments of not less than $25 may be made at any time and the amount may be
varied each time, subject, however, to the maximum limit on optional payments
per calendar quarter. No interest shall be paid on optional payments prior to
their investment in Common Stock. Checks must clear before they will be
applied to the purchase of Common Stock.

     Optional payments may not exceed an aggregate of $5,000 per calendar
quarter.

     SECTION 5. PURCHASE AND ACCOUNT RULES.

     Cash dividends on Common Stock participating in the Plan shall be
applied to the purchase of additional Common Stock on behalf of the
participants on dividend payment dates, as and to the extent elected by the
participant. To reinvest cash dividends, an Authorization Form must be
received by the Administrator at least ten business days before the dividend
record date on which it is to become effective.

     In order to be invested in any particular calendar month, any initial
purchase payment or optional payment must be received by the Administrator on
or before the last business day of the preceding calendar month. If the
payment is received timely, it shall be applied to the purchase of additional
shares of Common Stock (i) on the dividend payment date, if a dividend is
payable


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in that calendar month, or (ii) on the tenth business day of the calendar
month, if no dividend is payable in that month. However, any payment received
more than thirty-five days prior to the applicable investment date will be
returned.

     A participant may arrange for the monthly deduction of optional payments
from his or her checking or savings account by completing and returning to
the Administrator a Pacific Century-approved authorization to charge deposit
account form.

     The price of shares of Common Stock purchased under the Plan shall be
100% of the market price. For purposes of the Plan, "market price" shall be
determined on the basis of the average of the last sale prices for a share of
Common Stock on the New York Stock Exchange for the period of five trading
days ending on the day of purchase. If there is no trading in the Common
Stock during any trading day in the five-day period, the market price and the
purchase price based thereon shall be determined by the management of Pacific
Century on the basis of such market quotations as shall be deemed
appropriate. In no event, however, shall the purchase price be less than the
par value of the Common Stock.

     Each participant's account shall be credited with that number of shares,
including fractions computed to four decimal places, equal to the total
amount to be invested, divided by the applicable purchase price per share.

     Shares of Common Stock purchased under the Plan shall be registered in
the name of the Administrator or a nominee selected by the Administrator and
held as agent for the participants. The Administrator shall receive dividends
for all shares of Common Stock that a participant holds in his or her Plan
account as of the dividend record date, shall credit such dividends to the
participants' accounts on the basis of full and fractional shares held in
these accounts, and shall automatically reinvest those cash dividends in
additional shares of Common Stock at 100% of the market price.

     Share certificates shall not be issued to participants except as set
forth in Sections 7 and 8 hereof.

     In the case of dividends on Common Stock subject to United States income
tax withholding, the amount of tax to be withheld shall be deducted from the
amount of dividends on Common Stock to determine the amount of dividends to
reinvest.

     SECTION 6. REPORTS TO PARTICIPANTS.

     Participants shall receive quarterly statements of account showing
amounts invested, purchase prices and shares purchased for the year to date.
In addition, each participant shall receive copies of Pacific Century's
annual report, proxy statement, and information for income tax reporting
purposes.


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     SECTION 7. CHANGE IN OR TERMINATION OF PARTICIPATION IN PLAN.

     A participant may change the terms of his participation in the Plan at
any time by completing and signing a new Authorization Form and returning it
to the Administrator. Any change with respect to reinvestment of dividends
must be received at least ten business days before the dividend record date
for which the dividend is to be paid.

     A participant may terminate participation in the Plan at any time by
completing a Pacific Century-approved termination request form, or by
notifying the Administrator in writing. However, if the termination request
is received less than ten business days before a dividend record date, but
before a dividend payment date, the termination will not be processed until
after the dividend has been credited to the participant's account. Upon such
a termination of participation, certificates for whole shares credited to the
participant's account shall be issued and a cash payment shall be made for
any fraction of a share. The cash payment for any fraction of a share shall
be based on the then-current market price per share.

     If a participant wishes to receive cash in lieu of shares upon
termination of participation in the Plan, the participant may request the
Administrator (as agent for the participant) to sell the shares credited to
the participant's account on the open market and remit the net proceeds to
the participant. Such requests may be made directly to the Administrator.
Such sales will be made periodically on a schedule set by the Administrator,
in its discretion. In order for his or her shares to be eligible for sale on
a sale date, the sale request must be received by the close of business on
the second business day before the sale date. Further, if the sale request is
received after a dividend record date but before a dividend payment date, the
sale will not be processed until after the dividend has been credited to the
participant's account. The net proceeds from any such sale shall equal the
sales price of the shares less brokerage commission, the service fee of the
Administrator charged in connection with such sale, and any applicable taxes
to be paid by or withheld by the Administrator. Any fractional shares
credited to the participant's account shall not be sold but shall be
converted to cash on the basis of the then current market price.

     SECTION 8. WITHDRAWAL OR TRANSFER OF SHARES IN THE PLAN.

     A participant may withdraw all or a portion of shares of Common Stock
from his account by notifying the Administrator in writing to that effect and
specifying the number of shares to be withdrawn. Certificates for whole
shares of Common Stock so withdrawn shall be issued, but in no case shall
certificates for fractional shares be issued.

     If a participant wishes to receive cash in lieu of shares upon such a
withdrawal, the participant may request the Administrator (as agent for the
participant) to sell the shares credited to the participant's account on the
open market and remit the net proceeds to the participant. Such requests may
be made directly to the Administrator. Such sales will be made periodically
on a schedule set by the Administrator, in its discretion. In order for his
or her shares to be eligible for sale on a sale date, the sale request must
be received by the close of business on the second business day before the
sale date. The net proceeds shall equal the sales price of the


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shares less brokerage commission, the service fee of the Administrator
charged in connection with such sale, and any applicable taxes to be paid by
or withheld by the Administrator.

     Any remaining shares and fractions thereof shall continue to be credited
to the participant's account.

     Pursuant to such rules as the Administrator and Pacific Century may
agree upon from time to time, a participant may transfer shares from one
account in the Plan to another account in the Plan or may direct that shares
be issued from the participant's account in the Plan to another person. Any
such transfer or issuance must be made upon such forms as the Administrator
may require.

     SECTION 9. MISCELLANEOUS MATTERS RELATING TO ACCOUNTS.

     If a participant disposes of all of the shares of Common Stock
registered in his or her own name, unless the participant also withdraws all
shares held in his account under the Plan, the Administrator shall continue
to reinvest the dividends on the shares held in the participant's Plan
account. Such a participant may continue to make optional cash payments so
long as shares are held in his or her account under the Plan.

     If a participant has an account in the Plan, all stock distributable to
such participant as a result of a stock dividend or stock split by Pacific
Century on its Common Stock (including stock distributable on shares of
Common Stock that participate in the Plan but are not held of record by the
Administrator) shall be credited to the participant's account in the Plan.

     If Pacific Century makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities,
then they will also be made available to participants based on the number of
shares held of record, as well as the number of shares held in any Plan
account (including fractional shares, to the extent practicable) on the
relevant record date.

     Shares credited to a participant's account under the Plan may not be
pledged or encumbered by a participant.

     Neither Pacific Century, the Administrator, nor any representative,
employee, or agent of Pacific Century or the Administrator shall be liable
under the Plan for any act done in good faith or for any good faith omissions
to act, including (but not limited to) any claims of liability (i) arising
out of any such act or omission to act that occurs prior to a participant's
terminating participation pursuant to the terms of the Plan, and (ii) with
respect to the prices at which shares are purchased for a participant's
account and the times such purchases are made.

     All shares of Common Stock credited to the participant's account under
the Plan shall be voted as the participant directs on a proxy card. If no
instructions are received on a signed proxy card, all of the participant's
shares shall be voted in accordance with the recommendations of Pacific
Century's management. If the proxy card is not returned or if it is returned
unsigned, none of the participant's shares shall be voted unless the
participant votes in person.


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     SECTION 10. AMENDMENT, SUSPENSION, AND REINSTITUTION OF PLAN.

     Pacific Century currently intends to continue the Plan indefinitely, but
reserves the right to suspend or terminate the Plan at any time. Pacific
Century also reserves the right to make any additions or modifications to the
Plan. The Chairman of the Board of Pacific Century may suspend the Plan at
any time, may interpret the Plan, and may make additions or modifications
thereto that are not inconsistent with the above provisions of the Plan. In
the event of a suspension of the Plan, the Chairman of the Board of Pacific
Century may determine the date, if any, on which the Plan shall be
reinstituted.

     In the event that the number of shares of Common Stock to be purchased
by the participants in the Plan exceeds the balance of the shares authorized
by the Board of Directors to be sold pursuant to the Plan, then the Plan
shall be automatically suspended with respect to future purchases until such
time as the Board of Directors of Pacific Century has authorized additional
shares of Common Stock to be sold pursuant to the Plan.

     In the event of automatic suspension of the Plan as provided in the
preceding paragraph, then (i) on the date of such automatic suspension of the
Plan, the number of shares of Common Stock to be sold shall be prorated among
the participants purchasing shares on such date, and (ii) the Chairman of the
Board of Pacific Century shall determine the date of the commencement of the
Plan after the Board of Directors has authorized the sale of additional
shares of Common Stock pursuant to the Plan.

     SECTION 11. PROFIT SHARING PLAN MEMBERS.

     For purposes of this Plan, each member of the Bank of Hawaii Profit
Sharing Plan who has an interest in the Pacific Century Stock Fund of said
profit sharing plan shall be regarded as a holder of record of Common Stock
and an Eligible Employee, so that he or she will be eligible to to make
optional cash payments.

     SECTION 12. SAFEKEEPING OF SHARES.

     In accordance with such procedures as the Administrator may adopt from
time to time, a participant may deliver to the Administrator certificates for
shares of Common Stock participating in the Plan of which the participant is
the record holder. The Administrator shall register such shares in its or its
nominee's name and shall reflect those shares separately in the participant's
Plan account to record the participant's beneficial ownership of such shares.

     The Administrator shall charge the participant, and the participant
shall be liable for, such fees as the Administrator shall impose, for these
safekeeping services.


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