exhibit10-1.htm


    
      Exhibit
10.1

       

       

      Agreement
Number:   3810214

      


      


      


      


      


      


       

      
 

       

      


      


      AGREEMENT

      


      between

      


      Fiserv
Solutions, Inc.

      255
Fiserv Drive

      Brookfield,
WI  53045-5815

      


      and

      


      Central Pacific
Bank

       220
South King Street

      Honolulu,
Hawaii 96813

      


      


      


      


       

      
 

      


      


      


      Date:    December 23, 2004

      


       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      AGREEMENT
dated as of December
23, 2004 ("Agreement") between Fiserv Solutions, Inc., a Wisconsin
corporation ("Fiserv"), and Central Pacific Bank,
a Hawaii financial
institution ("Client").

      


      
        
          

        



      1.  Term.  The
initial term of this Agreement shall end 10 years following the date Fiserv
Services (as defined below) are first used by Client and, unless written notice
of non-renewal is provided by either party at least 180 days prior to expiration
of the initial term or any renewal term, this Agreement shall automatically
renew for additional term(s) of 5 years.  This Agreement shall be
effective on the day services are first provided to Client by Fiserv ("Effective
Date"). Notwithstanding the foregoing, following the Effective Date, Exhibits
that may be made a part of this Agreement may contain a term longer or shorter
in duration than the initial term set forth above.

      


      2.  Services.  (a)
Services
Generally.  Fiserv, itself and through its affiliates, agrees
to provide Client, and Client agrees to obtain from Fiserv services ("Services")
and products ("Products") (collectively, "Fiserv Services") described in the
attached Exhibits:

      


      Exhibit C – EFT Services

      Exhibit H – Development
Services

      Exhibit I – Implementation
Services

      Exhibit L – Material Purchased
Through Fiserv

      Exhibit M – Software
Products

      Exhibit Q – Professional
Services

      


      The Exhibits set forth specific terms
and conditions applicable to the Services and/or Products, and, where
applicable, the Fiserv affiliate so performing.  Client may select
additional services and products from time to time by incorporating an
appropriate Exhibit to this Agreement.

      


      (b) Implementation
Services.  Fiserv will provide services (i) to convert Client's
existing applicable data and/or information to the Fiserv Services; and/or (ii)
to implement the Fiserv Services.  These activities are referred to as
"Implementation Services".  Client agrees to cooperate with Fiserv in
connection with Fiserv's provision of Implementation Services and to provide all
necessary information and assistance to facilitate the conversion and/or
implementation.  Client is responsible for all reasonable and
legitimate out-of-pocket expenses associated with Implementation
Services.  Fiserv will provide Implementation Services as required in
connection with Fiserv Services.

      


      (c) Training
Services.  Fiserv shall provide training, training aids, user
manuals, and other documentation for Client's use as Fiserv finds necessary to
enable Client personnel to become familiar with Fiserv Services.  If
requested by Client, classroom training in the use and operation of Fiserv
Services will be provided at a training facility designated by
Fiserv.  All such training aids and manuals remain Fiserv's
property.

      


      3.  Fees for Fiserv
Services.  (a) General.  Client
agrees to pay Fiserv:

      


      (i)
estimated fees for Fiserv Services for the following month as specified in the
Exhibits;

      (ii)
reasonable and legitimate out-of-pocket charges for the month payable by Fiserv
for the account of Client; and

      (iii)
Taxes (as defined below) thereon (collectively, "Fees").

      


      Fiserv
shall timely reconcile Fees paid by Client for the Fiserv Services for the month
and the fees and charges actually due Fiserv based on Client's actual use of
Fiserv Services for such month.  Fiserv shall either issue a credit to
Client or provide Client with an invoice for any additional fees or other
charges owed.  Fiserv may change the amount of Fees billed to reflect
appropriate changes in actual use of Fiserv Services.  Fees may be
increased from time to time as set forth in the Exhibits.  Upon
notification to and acceptance by Client, Fiserv may increase its fees in excess
of amounts listed in the Exhibits in the event that Fiserv implements major
system enhancements to comply with changes in law, government regulation, or
industry practices.

      


      (b) Additional
Charges.  Fees for out-of-pocket expenses, such as telephone,
microfiche, courier, and other charges incurred by Fiserv for goods or services
obtained by Fiserv on Client's behalf shall be billed to Client at cost plus the
applicable Fiserv administrative fee as set forth in the Exhibits, provided such
fees and out-of-pocket expenses are reasonable and legitimate.  Such
third-party vendor/provider out-of-pocket expenses may be changed from time to
time upon notification of a fee change from a vendor/provider.  The
Fees do not include, and Client shall be responsible for, furnishing
transportation or transmission of information between Fiserv's service
center(s), Client's site(s), and any applicable clearing house, regulatory
agency, or Federal Reserve Bank.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c) Taxes.  Fiserv
shall add to each invoice any sales, use, excise, value added, and other taxes
and duties however designated that are levied by any taxing authority relating
to the Fiserv Services ("Taxes").  In no event shall "Taxes" include
any levies by any taxing authority based upon Fiserv's net income.

       

      
        (d) Payment
Terms.  Fees are due and payable monthly in advance upon
receipt of invoice.    In the event any amounts due remain
unpaid beyond the 30th day
after payment is due, Client shall pay a late charge of 1.5% per
month.  Client agrees that it shall neither make nor assert any right
of deduction or set-off from Fees on invoices submitted by Fiserv for Fiserv
Services.

        


        4.  Access to Fiserv
Services.  (a) Procedures.  Client
agrees to comply with applicable regulatory requirements and procedures for use
of Services established by Fiserv.

        


        (b) Changes.  Fiserv
continually reviews and modifies Fiserv systems used in the delivery of Services
(the "Fiserv System") to improve service and comply with government regulations,
if any, applicable to the data and information utilized in providing
Services.  Fiserv reserves the right to make changes in Services,
including but not limited to operating procedures, type of equipment or software
resident at, and the location of Fiserv's service center(s).  Fiserv
will notify Client of any material change that affects Client's normal operating
procedures, reporting, or service costs prior to implementation of such
change.

        


        (c) Communications
Lines.  Fiserv shall order the installation of appropriate
communication lines and equipment to facilitate Client's access to
Services.  Client understands and agrees to pay charges relating to
the installation and use of such lines and equipment as set forth in the
Exhibits.

        


        (d) Terminals and Related
Equipment.  Client shall obtain necessary and sufficient
terminals and other equipment, approved by Fiserv and compatible with the Fiserv
System, to transmit and receive data and information between Client's
location(s), Fiserv's service center(s), and/or other necessary
location(s).  Fiserv and Client may mutually agree to change the
type(s) of terminal and equipment used by Client.

        
          
             

          

        

        5.  Client
Obligations.  (a) Input.  Client
shall be solely responsible for the input, transmission, or delivery to and from
Fiserv of all information and data required by Fiserv to perform Services unless
Client has retained Fiserv to handle such responsibilities, as specifically set
forth in the Exhibits.  The information and data shall be provided in
a format and manner approved by Fiserv.  Client will provide at its
own expense or procure from Fiserv all equipment, computer software,
communication lines, and interface devices required to access the Fiserv
System.  If Client has elected to provide such items itself, Fiserv
shall provide Client with a list of compatible equipment and software; Client
agrees to pay Fiserv's standard fee for recertification of the Fiserv System
resulting therefrom.

        


        (b) Client
Personnel.  Client shall designate appropriate Client personnel
for training in the use of the Fiserv System, shall supply Fiserv with
reasonable access to Client's site during normal business hours for
Implementation Services and shall cooperate with Fiserv personnel in their
performance of Services.

        


        (c) Use of Fiserv
System.  Client shall (i) comply with any operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports furnished by Fiserv for accuracy; and (iii) work with Fiserv to
reconcile any out of balance conditions.  Client shall determine and
be responsible for the authenticity and accuracy of all information and data
submitted to Fiserv.

        


        (d) Client's
Systems.  Client shall be responsible for ensuring that its
systems are capable of passing and/or accepting data from and/or to the Fiserv
System.

        


        6.  Ownership and
Confidentiality.  (a) Definition.

        


        (i) Client
Information.  "Client Information" means:  (A)
confidential plans, customer lists, information, and other proprietary material
of Client that is marked with a restrictive legend, or if not so marked with
such legend or is disclosed orally, is identified as confidential at the time of
disclosure (and written confirmation thereof is promptly provided to Fiserv);
and (B) any information and data concerning the business and financial records
of Client's customers prepared by or for Fiserv, or used in any way by Fiserv in
connection with the provision of Fiserv Services (whether or not any such
information is marked with a restrictive legend).


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (ii)
Fiserv
Information.  "Fiserv Information" means:  (A)
confidential plans, information, research, development, trade secrets, business
affairs (including that of any Fiserv client, supplier, or affiliate), and other
proprietary material of Fiserv that is marked with a restrictive legend, or if
not so marked with such legend or is disclosed orally, is identified as
confidential at the time of disclosure (and written confirmation thereof is
promptly provided to Client); and (B) Fiserv's proprietary computer programs,
including custom software modifications, software documentation and training
aids, and all data, code, techniques, algorithms, methods, logic, architecture,
and designs embodied or incorporated therein (whether or not any such
information is marked with a restrictive legend).

        


        (iii)
Information.  "Information"
means Client Information and Fiserv Information.  No obligation of
confidentiality applies to any Information that the receiving party
("Recipient") (A) already possesses without obligation of confidentiality; (B)
develops independently; or (C) rightfully receives without obligation of
confidentiality from a third party.  No obligation of confidentiality
applies to any Information that is, or becomes, publicly available without
breach of this Agreement.

        


        (b) Obligations.  Recipient
agrees to hold as confidential all Information it receives from the disclosing
party ("Discloser").  All Information shall remain the property of
Discloser or its suppliers and licensors.  Information will be
returned to Discloser at the termination or expiration of this
Agreement.  Fiserv specifically agrees that it will not use any
non-public personal information about Client's customers in any manner
prohibited by Title V of the Gramm-Leach-Bliley Act.  Recipient will
use the same care and discretion to avoid disclosure of Information as it uses
with its own similar information that it does not wish disclosed, but in no
event less than a reasonable standard of care.  Recipient may only use
Information in accordance with the purpose of this
Agreement.  Recipient agrees that it shall not sell, transfer,
publish, disclose, display, or otherwise make available to other parties any of
Discloser’s Information, except that   Recipient may disclose
Information to (i) employees and employees of affiliates who have a need to
know; and (ii) any other party with Discloser's prior written
consent.  Before disclosure to any of the above parties, Recipient
will have a written agreement with such party sufficient to require that party
to treat Information in accordance with this Agreement.  Recipient may
disclose Information to the extent required by law.  However,
Recipient agrees to give Discloser prompt notice so that Discloser may seek a
protective order.  The provisions of this sub-section survive any
termination or expiration of this Agreement.

        


        (c) Residuals.  Nothing
contained in this Agreement shall restrict Recipient from the use of any ideas,
concepts, know-how, or techniques contained in Information that are related to
Recipient's business activities ("Residuals"), provided that in so doing,
Recipient does not breach its obligations under this
Section.  However, this does not give Recipient the right to disclose
the Residuals except as set forth elsewhere in this Agreement.

        


        (d) Fiserv
System.  The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its
suppliers, and licensors.  Client agrees not to attempt to circumvent
the devices employed by Fiserv to prevent unauthorized access to the Fiserv
System, including, but not limited to, alterations, decompiling, disassembling,
modifications, and reverse engineering thereof.

        


        (e) Information
Security.  Fiserv shall implement and maintain appropriate
measures designed to meet the objectives of the guidelines establishing
standards for safeguarding non-public Client customer information as adopted by
any federal regulatory agencies having jurisdiction over Client's
affairs.

        


        (f) Confidentiality of this
Agreement.  Fiserv and Client agree to keep confidential the
prices, terms and conditions of this Agreement, without disclosure to third
parties.  Notwithstanding the foregoing, each party may disclose
Confidential Information to the extent required by a court of competent
jurisdiction, regulatory body, or other governmental authority or otherwise as
required by law or regulation; provided, however, that the party required to so
disclose Confidential Information of the other party shall use commercially
reasonable efforts to minimize such disclosure and shall, to the extent not
otherwise prohibited by law or regulation, provide written notice of such
disclosure request to the other party.  Further, the party required to
so disclose the Confidential Information agrees to consult with and assist the
other party in obtaining a protective order prior to such disclosure (unless
otherwise prohibited by law or regulation).   Notwithstanding the
foregoing, in the event that a party is unable, due to the requirements of
regulators having jurisdiction over the party’s operations, to provide prior
notice of the disclosure request as required by this Section, the Discloser
shall provide notice of the disclosure, including a description of the
information disclosed, to the other party within 3 business days of the
disclosure.  In such an event, Discloser shall remain obligated to use
commercially reasonable efforts to minimize the disclosure.

        


        7.  Regulatory Agencies,
Regulations and Legal Requirements.  (a) Client
Files.  Records maintained and produced for Client ("Client
Files") may be subject to examination by such Federal, State, or other
governmental regulatory agencies as may have jurisdiction over Client's business
to the same extent as such records would be subject if maintained by Client on
its own premises.  Client agrees that Fiserv is authorized to give all
reports, summaries, or information contained in or derived from the data or
information in Fiserv's possession relating to Client when formally requested to
do so by an authorized regulatory or government agency.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b) Compliance with Regulatory
Requirements.  Client agrees to comply with applicable
regulatory and legal requirements.

        


        8.  Warranties.  (a)
Fiserv
Warranties.  Fiserv represents and warrants that:

        


        (i)(A)
Services will conform to the specifications set forth in the Exhibits; (B)
Fiserv will perform Client's work accurately provided that Client supplies
accurate data and information, and follows the procedures described in all
Fiserv documentation, notices, and advices; (C) Fiserv personnel will exercise
due care in provision of Services; (D) the Fiserv System will comply in all
material respects with all applicable Federal regulations governing Services;
and (E) the Fiserv System is Year 2000 compliant.  In the event of an
error or other default caused by Fiserv personnel, systems, or equipment, Fiserv
shall correct the data or information and/or reprocess the affected item or
report at no additional cost to Client.  Client agrees to supply
Fiserv with a written request for correction of the error within 30 days after
Client's receipt of the work containing the error.  Work reprocessed
due to errors in data supplied by Client, on Client's behalf by a third party,
or by Client's failure to follow procedures set forth by Fiserv shall be billed
to Client at Fiserv's then current time and material rates; and

        (ii) it
owns or has a license to furnish all equipment or software comprising the Fiserv
System.  Fiserv shall indemnify Client and hold it harmless against
any claim or action that alleges that the Fiserv System use infringes a United
States patent, copyright, or other proprietary right of a third
party.  Client agrees to notify Fiserv promptly of any such claim and
grants Fiserv the sole right to control the defense and disposition of all such
claims.  Client shall provide Fiserv with reasonable cooperation and
assistance in the defense of any such claim.

        


        THE
WARRANTIES STATED HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE
BY FISERV.  FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES,
ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.  THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THE DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

        


        (b) Client
Warranties.  Client represents and warrants that: (A) no
contractual obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements; and
(C) Client has requisite authority to execute, deliver, and perform this
Agreement.  Client shall indemnify and hold harmless Fiserv, its
officers, directors, employees, and affiliates against any claims or actions
arising out of (X) the use by Client of the Fiserv System in a manner other than
that provided in this Agreement; and (Y) any and all claims by third parties
through Client arising out of the performance and non-performance of Fiserv
Services by Fiserv, provided that the
indemnity listed in clause (Y) hereof shall not preclude Client's recovery of
direct damages pursuant to the terms and subject to the limitations of this
Agreement.

        


        9.  Limitation of
Liability.  (a) General.  IN
NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, REGARDLESS OF
WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT.  CLIENT MAY NOT
ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS AFTER SUCH CLAIM
ACCRUED.  FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY
CLIENT TO FISERV FOR THE FISERV SERVICE RESULTING IN SUCH LIABILITY IN THE 6
MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED.  FISERV'S AGGREGATE
LIABILITY FOR A DEFAULT RELATING TO THIRD PARTY EQUIPMENT OR SOFTWARE SHALL BE
LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE EQUIPMENT OR SOFTWARE.

        


        (b) Lost
Records.  If Client's records or other data submitted for
processing are lost or damaged as a result of any failure by Fiserv, its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's liability on account of such loss or damages shall not exceed the
reasonable cost of reproducing such records or data from exact duplicates
thereof in Client's possession.

        


        10.  Disaster
Recovery.  (a) General.  Fiserv
maintains a disaster recovery plan ("Disaster Recovery Plan") for each
Service.  A "Disaster" shall mean any unplanned interruption of the
operations of or inaccessibility to Fiserv's service center in which Fiserv,
using reasonable judgment, requires relocation of processing to a recovery
location.  Fiserv shall notify Client as soon as possible after Fiserv
deems a service outage to be a Disaster.  Fiserv shall move the
processing of Client's standard services to a recovery location as expeditiously
as possible and shall coordinate the cut-over to back-up telecommunication
facilities with the appropriate carriers.  Client shall maintain
adequate records of all transactions during the period of service interruption
and shall have personnel available to assist Fiserv in implementing the
switchover to the recovery location.  During a Disaster, optional or
on-request services shall be provided by Fiserv only to the extent adequate
capacity exists at the recovery location and only after stabilizing the
provision of base services.

        


        (b) Communications.  Fiserv
shall work with Client to establish a plan for alternative communications in the
event of a Disaster.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c) Disaster Recovery
Test.  Fiserv shall test the Disaster Recovery Plan
periodically.  Client agrees to participate in and assist Fiserv with
such test, if requested by Fiserv.  Upon Client's request, test
results will be made available to Client's management, regulators, auditors, and
insurance underwriters.

         

        (d) Client
Plans.  Fiserv agrees to release information necessary to allow
Client's development of a disaster recovery plan that operates in concert with
the Disaster Recovery Plan.

        


        (e) No
Warranty.  Client understands and agrees that the Disaster
Recovery Plan is designed to minimize, but not eliminate, risks associated with
a Disaster affecting Fiserv's service center(s).  Fiserv does not
warrant that Fiserv Services will be uninterrupted or error free in the event of
a Disaster; no performance standards shall be applicable for the duration of a
Disaster.  Client maintains responsibility for adopting a disaster
recovery plan relating to disasters affecting Client's facilities and for
securing business interruption insurance or other insurance necessary for
Client's protection.

        


        11.  Termination.  (a)
Material
Breach.  Except as provided elsewhere in this Section 11,
either party may terminate this Agreement in the event of a material breach by
the other party not cured within 90 days (or, in the case of a breach of Section
6, within 5 days) following receipt of written notice stating, with
particularity and in reasonable detail, the nature of the claimed
breach.

        


        (b) Failure to
Pay.  In the event any invoice remains unpaid by Client 30 days
after due, or Client deconverts any data or information from the Fiserv System
without prior written consent of Fiserv, Fiserv, at its sole option, may
terminate this Agreement and/or Client's access to and use of Fiserv
Services.  Any invoice submitted by Fiserv shall be deemed correct
unless Client provides written notice to Fiserv within 30 days of the invoice
date specifying the nature of the disagreement.

        


        (c) Remedies.  Remedies
contained in this Section 11 are cumulative and are in addition to the other
rights and remedies available to Fiserv under this Agreement, by law or
otherwise.

        


        (d) Defaults.  If
Client:

        


        (i)
defaults in the payment of any sum of money due in Section 11(b);

        (ii)
breaches this Agreement in any material respect or otherwise defaults in any
material respect in the performance of any of its obligations in Section 11(a);
or

        (iii)
commits an act of bankruptcy or becomes the subject of any proceeding under the
Bankruptcy Code or becomes insolvent or if any substantial part of Client's
property becomes subject to any levy, seizure, assignment, application, or sale
for or by any creditor or governmental agency;

        


        then, in
any such event, Fiserv may, upon written notice, terminate this Agreement and be
entitled to recover from Client as liquidated damages an amount equal to the
present value of all payments remaining to be made hereunder for the remainder
of the initial term or any renewal term of this Agreement.  For
purposes of the preceding sentence, present value shall be computed using the
"prime" rate (as published in The Wall Street Journal) in
effect at the date of termination and "all payments remaining to be made" shall
be calculated based on the average bills for the 3 months immediately preceding
the date of termination.  Client agrees to reimburse Fiserv for any
expenses Fiserv may incur, including reasonable attorneys' fees, in taking any
of the foregoing actions.

        


        (e)     Fiserv
Default.  If Fiserv commits an act of bankruptcy or becomes the
subject of any proceeding under the Bankruptcy Code or becomes insolvent or if
any substantial part of Fiserv property becomes subject to any levy, seizure,
assignment, application, or sale for or by any creditor or governmental agency
then, in any such event, Client may, upon written notice, terminate this
Agreement.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (f) Convenience.  Client
may terminate this Agreement by paying a termination fee based on the remaining
unused term of this Agreement.  The termination fee will be calculated
by multiplying the total weighted unused months in the contract term
by  Client's largest monthly invoice for each Fiserv Service received
by Client during the term (or if no monthly invoice has been received, the sum
of the estimated monthly billing for each Fiserv Service to be received
hereunder).  The total weighted value of unused months will be
calculated by multiplying the number of unused months in each timeline group, as
defined in the table below, by the respective percentage applicable to the
timeline.  Where applicable, the monthly Maintenance Fee will be
calculated by dividing the annual Maintenance Fee by twelve (Refer to Table 1
below).  Client understands and agrees that Fiserv losses incurred as
a result of early termination of the Agreement would be difficult or impossible
to calculate as of the effective date of termination since they will vary based
on, among other things, the number of clients using the Fiserv System on the
date the Agreement terminates.  Accordingly, the amount set forth in
the first sentence of this subsection represents Client's agreement to pay and
Fiserv's agreement to accept as liquidated damages (and not as a penalty) such
amount for any such Client termination.  This provision 11(e) shall
not apply and no fee would be owed or due from Client to Fiserv in the event
Client elects at any time, but with Fiserv’s consent (which consent shall not be
unreasonably withheld, delayed or conditioned), to outsource facilities
management to Fiserv or to fully outsource all processing to
Fiserv.  An example termination fee calculation is provided to
facilitate understanding the mechanics of this provision. This example assumes a
contract execution date of November 15, 2004:

         

        

        


        For
Example:  If termination occurred at the end of Year 3, the
calculation would be:

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            Years:

                                                                                          	 	
                                                                                            #
      of Months in Timeline

                                                                                          	 	
                                                                                            #
      of Months Used

                                                                                          	 	
                                                                                            #
      of Unused Months

                                                                                          	 	
                                                                                            
                                                                                              Applicable
      Termination %

                                                                                            

                                                                                          	 	
                                                                                            
                                                                                              Weighted
      Value of Unused Months

                                                                                            

                                                                                          
	
                                                                                            1
      - 2

                                                                                          	 	
                                                                                            24

                                                                                          	 	
                                                                                            24

                                                                                          	 	 	
                                                                                            0

                                                                                          	 	
                                                                                            90%

                                                                                          	 	0
	
                                                                                            3
      - 4

                                                                                          	 	
                                                                                            24

                                                                                          	 	
                                                                                            12

                                                                                          	 	 	
                                                                                            12

                                                                                          	 	
                                                                                            80%

                                                                                          	 	9.6
	
                                                                                            5

                                                                                          	 	
                                                                                            12

                                                                                          	 	
                                                                                            0

                                                                                          	 	 	
                                                                                            12

                                                                                          	 	
                                                                                            65%

                                                                                          	 	7.8
	
                                                                                            6
      - 10

                                                                                          	 	
                                                                                            60

                                                                                          	 	
                                                                                            0

                                                                                          	 	 	
                                                                                            60

                                                                                          	 	
                                                                                            40%

                                                                                          	 	24
	
                                                                                            
                                                                                              Total
      weighed value of unused months:

                                                                                            

                                                                                          	 	 41.4
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Term
      Fee equals:

                                                                                          	
                                                                                            41.4
      months

                                                                                          	 	 
	
                                                                                            Times

                                                                                          	
                                                                                            $20,000
      (largest monthly invoice) 1

                                                                                          
	
                                                                                            Termination
      Fee Due:

                                                                                          	$828,000	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            1
      Actual largest monthly invoice for each Fiserv service will be used
      in actual
calculations

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (g) Return of Data
Files.  Upon expiration or termination of this Agreement,
Fiserv shall furnish to Client such copies of Client Files as Client may request
in a Fiserv standard format along with such information and assistance as is
reasonable and customary to enable Client to deconvert from the Fiserv System,
provided, however, that Client consents and agrees and authorizes Fiserv to
retain Client Files until (i) Fiserv is paid in full for (A) all Services
provided through the date such Client Files are returned to Client; and (B) any
and all other amounts that are due or will become due under this Agreement; (ii)
Fiserv is paid its then standard rates for the services necessary to return such
Client Files; (iii) if this Agreement is being terminated, Fiserv is paid any
applicable termination fee pursuant to subsection (d) or (e) above; and (iv)
Client has returned to Fiserv all Fiserv Information.  Unless directed
by Client in writing to the contrary, Fiserv shall be permitted to destroy
Client Files any time after 30 days from the final use of Client Files for
processing.

        


        (h) Miscellaneous.  Client
understands and agrees that Client is responsible for the deinstallation and
return shipping of any Fiserv-owned equipment located on Client's
premises.

         

        12.  Dispute
Resolution.  (a) General.  Except
with respect to disputes arising from a misappropriation or misuse of either
party's proprietary rights, any dispute or controversy arising out of this
Agreement, or its interpretation, shall be submitted to and resolved exclusively
by arbitration under the rules then prevailing of the American Arbitration
Association, upon written notice of demand for arbitration by the party seeking
arbitration, setting forth the specifics of the matter in controversy or the
claim being made.  The arbitration shall be heard before an arbitrator
mutually agreeable to the parties; provided, that if the parties cannot agree on
the choice of arbitrator within 10 days after the first party seeking
arbitration has given written notice, then the arbitration shall be heard by 3
arbitrators, 1 chosen by each party, and the third chosen by those 2
arbitrators.  The arbitrators will be selected from a panel of persons
having experience with and knowledge of information technology and at least 1 of
the arbitrators selected will be an attorney.  Discovery shall not be
permitted.  A hearing on the merits of all claims for which
arbitration is sought by either party shall be commenced not later than 60 days
from the date demand for arbitration is made by the first party seeking
arbitration.  The arbitrator(s) must render a decision within 10 days
after the conclusion of such hearing.  Any award in such arbitration
shall be final and binding upon the parties and the judgment thereon may be
entered in any court of competent jurisdiction.

        


         (b) Applicable
Law.  The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. 1-16.  The arbitrators shall apply the
substantive law of the State of Wisconsin, without reference to provisions
relating to conflict of laws.  The arbitrators shall not have the
power to alter, modify, amend, add to, or subtract from any term or provision of
this Agreement, nor to rule upon or grant any extension, renewal, or continuance
of this Agreement.  The arbitrators shall have the authority to grant
any legal remedy available had the parties submitted the dispute to a judicial
proceeding.

        


        (c) Situs.  If
arbitration is required to resolve any disputes between the parties, the
proceedings to resolve the first such dispute shall be held in Honolulu, Hawaii,
the proceedings to resolve the second such dispute shall be held in Milwaukee,
Wisconsin, and the proceedings to resolve any subsequent disputes shall
alternate between Milwaukee, Wisconsin and Honolulu, Hawaii.

        


        13.  Insurance.  Fiserv
carries the following types of insurance policies:

        


        (i)
Comprehensive General Liability in an amount not less than $1 million per
occurrence for claims arising out of bodily injury and property
damage;

        (ii)
Commercial Crime covering employee dishonesty in an amount not less than $5
million;

        (iii)
All-risk property coverage including Extra Expense and Business Income coverage;
and

        (iv)
Workers Compensation as mandated or allowed by the laws of the state in which
Services are being performed, including $1 million coverage for Employer's
Liability.

        


        14.  Audit.  Fiserv
employs an internal auditor responsible for ensuring the integrity of its
processing environments and internal controls.  In addition, as may be
required by law or regulation, Fiserv provides for periodic independent audits
of its operations.  Fiserv shall provide Client with a copy of the
audit of the Fiserv service center providing Services within a reasonable time
after its completion.  Fee to Client for a copy of such audit, if any,
shall be defined in the Exhibit for such Services.  Fiserv shall also
provide a copy of such audit to the appropriate regulatory agencies, if any,
having jurisdiction over Fiserv's provision of Services.

        


        15.  General.  (a)
Binding
Agreement.  This Agreement is binding upon the parties and
their respective successors and permitted assigns.  Neither this
Agreement nor any interest may be sold, assigned, transferred, pledged, or
otherwise disposed of by Client, whether pursuant to change of control or
otherwise, without Fiserv's prior written consent.  Client agrees that
Fiserv may subcontract any Services to be performed hereunder.  Any
such subcontractors shall be required to comply with all applicable terms and
conditions.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b) Entire
Agreement.  This Agreement, including its Exhibits, which are
expressly incorporated herein by reference, constitutes the complete and
exclusive statement of the agreement between the parties as to the subject
matter hereof and supersedes all previous agreements with respect
thereto.  Modifications of this Agreement must be in writing and
signed by duly authorized representatives of the parties.  Each party
hereby acknowledges that it has not entered into this Agreement in reliance upon
any representation made by the other party not embodied herein.  In
the event any of the provisions of any Exhibit are in conflict with any of the
provisions of this Agreement, the terms and provisions of this Agreement shall
control unless the Exhibit in question expressly provides that its terms and
provisions shall control.

        


        (c) Severability.  If
any provision of this Agreement is held to be unenforceable or invalid, the
other provisions shall continue in full force and effect.

        


        (d) Governing
Law.  This Agreement will be governed by the substantive laws
of the State of Wisconsin, without reference to provisions relating to conflict
of laws.  The United Nations Convention of Contracts for the
International Sale of Goods shall not apply to this Agreement.

         

        (e) Force
Majeure.  Neither party shall be liable to the other nor deemed
in default under this Agreement if and to the extent that such party’s
performance of this Agreement is prevented by reason of force
majeure.  The term “force majeure” means an occurrence that is beyond
the control of the party affected and occurs without its fault or
negligence.  Without limiting the foregoing, force majeure includes
acts of God, war, riots, strikes, labor disputes, civil disturbances, fire,
flood, court orders, governmental intervention, failures, or refusal to act by
government authority, and other similar occurrences.  Upon the
commencement of a force majeure event, the time for performance hereunder shall
be automatically extended until the force majeure event no longer prevents the
party from resuming performance in accordance with this Agreement.

        


        (f) Notices.  Any
written notice required or permitted to be given hereunder shall be given by:
(i) Registered or Certified Mail, Return Receipt Requested, postage prepaid;
(ii) confirmed facsimile; or (iii) nationally recognized courier service to the
other party at the addresses listed on the cover page or to such other address
or person as a party may designate in writing.  All such notices shall
be effective upon receipt.

        


        (g) No
Waiver.  The failure of either party to insist on strict
performance of any of the provisions hereunder shall not be construed as the
waiver of any subsequent default of a similar nature.

        


        (h) Financial
Statements.  Fiserv shall provide Client and the appropriate
regulatory agencies so requiring a copy of Fiserv, Inc.'s audited consolidated
financial statements.

        


        (i) Prevailing
Party.  The prevailing party in any arbitration, suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs, expenses, and attorneys' fees of bringing such arbitration, suit, or
action.

        


        (j) Survival.  All
rights and obligations of the parties under this Agreement that, by their
nature, do not terminate with the expiration or termination of this Agreement
shall survive the expiration or termination of this Agreement.

        


        (k) Exclusivity.  Client
agrees that Fiserv shall be the sole and exclusive provider of the services that
are the subject matter of this Agreement.  For purposes of the
foregoing, the term "Client" shall include Client affiliates.  During
the term of this Agreement, Client agrees not to enter into an agreement with
any other entity to provide these services (or similar services) without
Fiserv's prior written consent.  If Client acquires another entity,
the exclusivity provided to Fiserv hereunder shall take effect with respect to
such acquired entity as soon as practicable after termination of such acquired
entity's previously existing arrangement for these services.  If
Client is acquired by another entity, the exclusivity provided to Fiserv
hereunder shall apply with respect to the level or volume of these services
provided immediately prior to the signing of the definitive acquisition
agreement relating to such acquisition and shall continue with respect to the
level or volume of these services until any termination or expiration of this
Agreement.

        


        (l) Recruitment of
Employees.  Fiserv and Client each recognize that the employees
of each company and such employees’ loyalty and service to that company
constitute a valuable asset of that company.  Accordingly, Fiserv and
Client hereby agree not to make any offer of employment to, or enter into a
consulting relationship with, any person who was employed by the other during
the term of this Agreement and within one (1) year of such person’s last date of
employment without the written consent of the other; provided however, that the
foregoing shall not apply to the hiring of any employee who responds to a public
advertisement not directed at such employee.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (m) Publicity.  The
parties shall mutually agree on a press release relating to the execution of
this Agreement.  Each party shall mutually agree with the other
regarding any media release, public announcement, or similar disclosure relating
to this Agreement or its subject matter and shall give the other party a
reasonable opportunity to review and comment on the content of such release,
announcement, or disclosure prior to its release.  Notwithstanding the
foregoing, Fiserv shall have the right to make general references to Client and
the type of services being provided by Fiserv to Client under this Agreement in
Fiserv's oral and visual presentations to Fiserv clients, prospective Fiserv
clients, and financial analysts, provided that such references shall be
consistent with any such mutually agreed press release.

        


        (n) Fiserv Travel/Living
Expenses.  Client agrees to pay the reasonable travel and
living expenses of any Fiserv employees and Fiserv contractors who render
services at any Client site in connection with any project or
engagement.  All such expenses shall meet the guidelines established
by the Fiserv Travel Policy, a copy of which shall be provided to the Client,
except that Client shall have the right to arrange Fiserv lodging at Client’s
preferred lodging location, provided that such accommodations in Fiserv’s
reasonable judgment meets a reasonable standard of cleanliness, safety and
proximity to the work site.  All expenses shall be reasonable and
identified on invoices submitted by Fiserv.

         

        
          
            

          

           

        

        IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized representatives as
of the date indicated below.

        


         

        
        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Central
      Pacific Bank

                                              	 
      	
                                                Fiserv
      Solutions, Inc.

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                By:

                                              	
                                                /s/
      Denis K. Isono

                                              	 
      	
                                                By:

                                              	
                                                /s/
      Robert Lowe

                                              
	
                                                Name:

                                              	
                                                Denis
      K. Isono

                                              	 
      	
                                                Name:

                                              	
                                                Robert
      Lowe

                                              
	
                                                Title:

                                              	
                                                Executive
      Vice President

                                              	 
      	
                                                Title:

                                              	
                                                SVP
      Global Finance

                                              
	
                                                Date:

                                              	
                                                December
      30, 2004

                                              	 
      	
                                                Date:

                                              	
                                                January
      1, 2005

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                By:

                                              	
                                                /s/
      Glenn K.C. Ching

                                              	 
      	 
      	 
      
	
                                                Name:

                                              	
                                                Glenn
      K.C. Ching

                                              	 
      	 
      	 
      
	
                                                Title:

                                              	
                                                Senior
      Vice President

                                              	 
      	 
      	 
      
	
                                                Date:

                                              	
                                                December
      30, 2004

                                              	 
      	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
        

        Exhibit
C

         

        EFT
Services

         

        Client agrees with Fiserv as
follows:

        


        1.  Services.  Fiserv
will provide Client the EFT Services ("EFT Services") specified in Exhibit C –
1.

        


        2. Network Support
Services.  Fiserv will provide Network Support Services
(monitoring, service, and maintenance for equipment) in accordance with
instructions supplied by Client.  If any or all of the communication
network should fail, Fiserv or its designated agents will locate the problem and
correct any malfunction not associated with equipment or circuits provided by
common carriers.  If the problem is located in the equipment or
circuits of the common carriers, Fiserv will work with the common carriers until
the problem is corrected.  Maintenance fees incurred by Fiserv for
repairs caused by faulty electrical power, inadequate physical facilities,
physical abuse, or other Client-supplied or -controlled factors will be
reimbursed by Client.

        


        3.  Fees.  Client
shall pay Fiserv the fees and other charges for EFT Services specified in
Exhibit C – 2.

        


        4.  Responsibility for
Accounts.  Client shall be responsible for balancing its
accounts each business day and notifying Fiserv immediately of any errors or
discrepancies.  Provided that Client so notifies Fiserv, Fiserv shall,
at its own expense, promptly recompute accounts affected by discrepancies solely
caused by the Fiserv System or provide for another mutually agreeable
resolution.  Fiserv will use its commercially reasonable efforts to
correct errors attributable to Client or other Client third party
servicers.

        


        5.  Reports.  Fiserv
will provide output reports to Client for daily, weekly, monthly, and annual
transactions per the service level agreement.

        


        6.  Backup
Records.  Fiserv currently retains historical files at a
location separate from the data center sufficient to recreate files for the most
recent week- and month-end.  A daily transaction log of all Client
transactions for the most recent 180 days will also be maintained at this
location, and if requested by Client, will be made available to Client within 24
hours from Client’s request.

        


        7.  Hours of
Operation.  EFT Services will be available for use by
Client  as specified in Exhibit C – 3.

        


        8.  Performance
Standards.  EFT Services shall be performed in accordance with
the standards specified in Exhibit C – 4.

        


        9.     Software
Modifications.  (a) Custom
Programming.  Fiserv will develop a preliminary estimate of the
anticipated man hours and costs plus or minus ten (10) percent associated with
the implementation of change(s) requested by Client.  This estimate
will be returned to Client within two weeks.  Written acceptance by
Client to proceed with the project will be required prior to beginning the final
specifications.  Fiserv will assign a projected completion date to the
project, provided no additional changes or modifications to the original
specifications occur once the project is in development.

        


        (b)                Regulatory Software
Changes.  Software changes required by government bodies will
be quoted in accordance with subsection (a) above such costs will be distributed
to all clients on an equitable basis.

        


        (c)                Major Software
Enhancements.  All major software enhancements will be subject
to additional charges for processing and development in accordance with Exhibit
C – 2 hereto.  Fiserv shall upgrade its software during the term of
this Agreement so that its software shall at all times be in compliance with all
applicable regulations and laws and industry standards.

        


        (d)                Processing.                        Fiserv
acknowledges and agrees that: (i) the current form and format of Client’s data
is acceptable to Fiserv; and (ii) if Fiserv requires any changes to the form or
format of Client’s data which results in costs or expenses to Client, Fiserv
will pay for such costs and expenses.

         

        10.  Hardware.  (a)
Client will obtain written approval from Fiserv prior to connecting any
equipment to the data communication equipment provided by
Fiserv.  Equipment, if any, connected to the Fiserv System must be
configured in a manner acceptable to Fiserv.  Client agrees to pay
Fiserv for the testing and acceptance of such equipment by Fiserv at then
current rates.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b) Client shall at all reasonable
times permit authorized personnel of Fiserv and equipment manufacturers to have
access to any Fiserv owned or leased equipment provided hereunder, and shall
permit removal of such equipment upon termination of this Exhibit.

         

        (c)  Fiserv shall be
responsible for providing and maintaining adequate data communication hardware
for and data communication lines to Client.

        


        11.  Protection of
Data.  Fiserv has developed an operations backup center, for
which Client has agreed to pay the charges indicated in Exhibit C –
2.  Fiserv will test the procedure at least annually to ensure
compliance and provide a report and results of such test to Client upon Client’s
request.  Copies of transactions files are maintained by Fiserv off
premises in secured vaults.

        


        12. Regulatory
Compliance.  (a) Client shall be responsible for using the EFT
Services in a manner which complies with all applicable state and federal
statutory and regulatory requirements.  Fiserv shall  make
changes in EFT Services as necessary to Keep and maintain EFT Services in
compliance with all applicable state and federal statutory and regulatory
requirements.  Upon written notification by Client of state or federal
statutory or regulatory non-compliance, Fiserv shall have 30 days to draft a
compliance plan (For Client’s approval) or demonstrate to Client that the EFT
Services are in compliance.  If Client does not approve the compliance
plan because Client does not in good faith and judgment believe the plan will
substantially cure the non-compliance within a reasonable period of time, Client
may terminate its use of EFT Services without payment of any penalty or early
termination fee to Fiserv, and Fiserv shall be liable to Client for any fines,
penalties, losses, liabilities, or damages sustained or incurred by Client due
to the non-compliance of the EFT Services.

         

        
          (b)                Upon
the written request of Client or a governmental regulatory authority, Fiserv
shall make output available to such regulatory authority for purposes of Client
audits and supervisory examinations.  Client shall pay Fiserv's then
current rate(s) for any time devoted to such examination, audit, consulting, or
other similar related effort.

           

        

        (c)                On
an annual basis, Fiserv shall engage a qualified, independent auditing firm to
review and evaluate its internal control environment, in accordance with
relevant AICPA audit standards (a “SAS-70 Type II” Audit).  Upon
completion of the engagement, a copy of the service auditor’s report shall be
made available to Client .  Fiserv shall also provide Client with
documentation regarding the resolution of any SAS-70 audit
deficiencies.

        


        (d)                By
entering into this Agreement, Fiserv agrees that the Federal Reserve Board and
Federal Deposit Insurance Corporation and other regulatory agencies having
authority over Client’s business and operations shall have the authority
provided to them under the Bank Service Corporation Act.

        


        (e)                Client
has advised Fiserv that it is a regulated financial institution and Fiserv
agrees to comply as necessary for purposes of this Agreement with the laws,
rules, and regulatory guidelines which govern Client and its business and
operations, and will cooperate with any requests of any of Client’s regulators,
examiners, insurers, accountants, attorneys or auditors.

        


        (f)                Fiserv
will perform penetration testing at least quarterly, and within 30 days of
significant system configuration changes to determine the adequacy of Fiserv
security efforts and systems, and provide Client with a written summary or
report of the results of these tests.  Fiserv will inform Client of
any material exposures, vulnerabilities, or intrusions occurring, which
adversely affect Client or Client’s EFT Services, within 24 hours of Fiserv’s
detection of same, and will promptly inform Client of its corrective actions
planned and taken.

        


        13.  On-Line
Security.  Fiserv will provide Client access, after the
execution of appropriate "on-line" security measures, to allow Client to perform
Cardholder maintenance on Client Files in the Fiserv System.

        


        14. Network
Agreement.  Fiserv provides access to electronic fund transfer
networks for the purpose of participating in the exchange of transactions on an
inter-network basis.  Client may participate in such networks subject
to the following terms and conditions:

        


        (a)    
Client
will enter into an agreement with each such network in which Client elects to
participate, and will operate within and abide by the operating rules
established by each such network, and pay any associated fees imposed by each
such network, provided, however, that any elective costs must be approved by
Client in advance, and provided, also, that any costs passed through by Fiserv
to Client must be described in reasonable detail by Fiserv in order to enable
Client to identify and understand the charge to, and provided further that
Fiserv shall be responsible for resolving any billing issues with the networks
and Fiserv will be responsible for network fees or fines that are charged to
Client as a result of an error or omission by Fiserv; and


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (b)                The
clearing of transactions and reconciliation of payments will be in accordance
with settlement procedures established between Fiserv and each such
network.

        


        
          
            

          

        

        


        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit C to the Agreement to be executed by their duly
authorized representatives as of the date indicated below.

        


        
           

          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc. d/b/a Fiserv EFT

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Exhibit C
– 1

         

        EFT
Services

        


        Fiserv will provide Client the
following EFT Services:

        


        1.   On-Line Host
Interface.  The operational environment that allows an
electronic transaction to be processed against a cardholder's
account.

        


        2.   ATM
Driving/Monitoring.  The process of providing an ATM with the
on-line instructions necessary to process transactions and verifying equipment
and telephone operability.

        


        3.   Networks.  Those
regional or national ATM associations who provide electronic access to financial
transactions for cardholders of member financial
institutions.  Network Package includes CIRRUS, NYCE, PLUS Duality,
and also includes VISA, MasterCard, American Express, and Discover

        


        4.   Web
Connectivity.  Links Client's IBM compatible PC to the Fiserv
System, allowing Client to retrieve reports, retrieve transaction history, and
perform network adjustments.

        


        5.   Card
Management.  An automated system for plastic card ordering, pin
ordering, card re-issue tracking, and "Hot Carding", accessible to Client via
On-Line Terminal Dial-Up PC or Batch Processing.

        


        6.   Transmissions.  Transactions
reports and settlement information transmitted to Client's host data processing
system.

        


        7.   Business
Continuity.  Fiserv's disaster recovery program.

        


        8.   Telecommunications and
Equipment.  ATM phone line and modems relevant to driving and
monitoring Client's ATMs.

         

        
          	
                  10.  

                	
                  Conversion
      Date.  On mutually agreed upon date by Fiserv and
      Client.

                


        

        


        
          	
                  11.  

                	
                  Neural Network
      Support.  Fiserv shall provide Neural Network support for
      fraud prevention by no later than February 15,
  2005.

                


        

        


        
          	
                  12.  

                	
                  3DES
      Compliance.  Fiserv EFT Services are 3DES
      compliant.

                


        

        


        
          	
                  13.  

                	
                  ATM
      Support.  Fiserv shall:  (i) support any new
      ATM technology functionalities mutually agreed upon by both parties; and
      (ii) develop any necessary ATM driving programs to meet regulatory
      requirements.

                


        

        


        
          	
                  14.  

                	
                  DECAL.  Fiserv
      EFT is interfaced to the Diebold on-line problem report system (DECAL) for
      first and second line problem
resolution.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit C
- 2

         

        EFT Services
Fees

        


        Fiserv will provide Client the
following EFT Services at the fees and prices indicated:

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                ESTIMATE
      OF MONTHLY CHARGES

                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                Quantity

                                              	
                                                Amount

                                              	
                                                Total

                                              
	
                                                On-Line
      Authorization

                                              	
                                                Interface
      Maintenance Fee

                                              	
                                                1

                                              	
                                                $250.00

                                              	
                                                $250.00

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                File
      Storage:

                                              	
                                                Monthly
      Charge

                                              	 
      	 
      	 
      
	 
      	
                                                Card
      Account File (CAF) Record Storage

                                              	
                                                138,160

                                              	
                                                .02

                                              	
                                                2,763.20

                                              
	 
      	
                                                Positive
      Balance File (PBF)

                                              	
                                                285,598

                                              	
                                                .0100

                                              	
                                                2,855.98

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Transaction
      Fees:

                                              	
                                                ATM
      / POS Pinned Transactions (Cumulative)

                                              	 
      	 
      	 
      
	 
      	
                                                0 -
      250,000 Transactions @ .02 Each

                                              	 
      	
                                                .0200

                                              	 
      
	 
      	
                                                250,001
      – 500,000 Transactions @ $.02 Each

                                              	 
      	
                                                .0200

                                              	 
      
	 
      	
                                                500,001
      – 750,000 Transactions @ $.02 Each

                                              	
                                                559,403

                                              	
                                                .0200

                                              	
                                                11,188.06

                                              
	 
      	
                                                 >
      750,001 Transactions @ $.015 Each

                                              	 
      	
                                                .0150

                                              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                VISA
      Check Card Transactions:

                                              	
                                                Per
      Transaction Presented for Authorization

                                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                0 –
      500,000 Transactions @ $.0225 Each

                                              	
                                                285,598

                                              	
                                                .0225

                                              	
                                                6,425.96

                                              
	 
      	
                                                >
      500,001 Transactions @ $.02 Each

                                              	 
      	
                                                .0200

                                              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                Per
      Transaction Posted

                                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                0 –
      500,000 Transactions @ $.0225 Each

                                              	
                                                285,598

                                              	
                                                .0225

                                              	
                                                6,425.96

                                              
	 
      	
                                                >
      500,001 Transactions @ $.02 Each

                                              	 
      	
                                                .0200

                                              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                Fiserv
      EFT Back Office Support:

                                              	
                                                $.01
      Per Cardholder

                                              	
                                                85,529

                                              	
                                                .010

                                              	
                                                855.29

                                              
	 
      	
                                                $5.00
      Per Chargeback

                                              	
                                                102

                                              	
                                                8.00

                                              	
                                                816.00

                                              
	 
      	
                                                $5.00
      Copy Request Only

                                              	
                                                2

                                              	
                                                5.00

                                              	
                                                10.00

                                              
	 
      	
                                                $3.00
      Per Hot Card

                                              	
                                                96

                                              	
                                                3.00

                                              	
                                                288.00

                                              
	 
      	
                                                VISA
      Charges for Arbitration/Compliance

                                              	
                                                Pass-Through

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Card
      Activation:

                                              	
                                                $.25
      Per Activated Card

                                              	
                                                3,898

                                              	
                                                .25

                                              	
                                                974.50

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Neural
      Network:

                                              	
                                                $.0075
      Per Authorization

                                              	
                                                285,598

                                              	
                                                .0075

                                              	
                                                2,141.98

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Verified
      By Visa:

                                              	
                                                $.03
      Per Card Enrolled

                                              	 
      	
                                                .03

                                              	 
      
	 
      	
                                                $.02
      Per Transaction

                                              	 
      	
                                                .02

                                              	 
      
	 
      	
                                                $.25
      Per Card Activated

                                              	 
      	
                                                .25

                                              	 
      
	 
      	
                                                $.15
      Per Password Change

                                              	 
      	
                                                .15

                                              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                ATM
      Driving and Monitoring:

                                              	
                                                $40.00
      Per ATM

                                              	
                                                104

                                              	
                                                40.00

                                              	
                                                4,160.00

                                              
	 
      	
                                                $.05
      Per Dial-up Transaction

                                              	 
      	
                                                .05

                                              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                Surcharge
      Support:

                                              	
                                                $.005
      Per Surcharged Transaction

                                              	
                                                64,099

                                              	
                                                .005

                                              	
                                                320.50

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Networks:

                                              	
                                                Memberships:

                                              	 
      	 
      	 
      
	 
      	
                                                CIRRUS,
      MasterCard, PLUS, VISA, American Express, Discover

                                              	
                                                4

                                              	
                                                50.00

                                              	
                                                200.00

                                              
	 
      	
                                                PLUS
      or CIRRUS per Card Fee

                                              	
                                                138,160

                                              	
                                                .0021

                                              	
                                                290.14

                                              
	 
      	
                                                Star
      Network

                                              	
                                                Pass-Through

                                              
	 
      	
                                                Exchange
      / Accel

                                              	
                                                Waived

                                              
	 
      	
                                                Visa
      Bin

                                              	
                                                1

                                              	
                                                50.00

                                              	
                                                50.00

                                              


                                      

                                       

                                      
                                        
                                          
                                          

                                        

                                        
                                          
                                          

                                          
                                            

                                          

                                        

                                        
                                          
                                          

                                        

                                      

                                      
                                        
                                          
                                            	
                                                    WEB
      Connectivity:

                                                  	
                                                    Monthly
      Port Access Fee and Support

                                                  	
                                                    1

                                                  	
                                                    100.00

                                                  	
                                                    100.00

                                                  
	 
      	
                                                    $.01
      Per File Maintenance

                                                  	 
      	
                                                    .01

                                                  	 
      
	 
      	
                                                    Security
      Tokens

                                                  	
                                                    Waived

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Business
      Continuity:

                                                  	
                                                    $.00657
      Per Transaction with Maximum Monthly of $1,000.00

                                                  	
                                                    559,403

                                                  	
                                                    .00657

                                                  	
                                                    1,000.00

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    SUB-TOTAL
      ESTIMATE OF MONTHLY CHARGES

                                                  	 
      	 
      	
                                                    $41,839.55

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Telecommunications
      & Equipment:

                                                  	
                                                    HOST
      Telephone Line Monthly Fee (estimate)

                                                  	
                                                    To
      Be Determined

                                                  
	 
      	
                                                    HOST
      Modem Monthly Lease/Maintenance/Monitoring

                                                  	
                                                    To
      Be Determined

                                                  
	 
      	
                                                    ATM
      Modem Lease/Maintenance * (CB machines only)

                                                  	
                                                    11

                                                  	
                                                    45.00

                                                  	
                                                    495.00

                                                  
	 
      	
                                                    ATM
      Frame Relay Circuits (estimate) **

                                                  	
                                                    To
      Be Determined

                                                  
	 
      	
                                                    ATM
      Cellular Connection **

                                                  	
                                                    To
      Be Determined

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    TOTAL
      ESTIMATE OF MONTHLY CHARGES

                                                  	 
      	 
      	
                                                    $42,334.55

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    *
      If ATM protocol is IP, modem equipment will not be necessary to support
      ATM Driving / Monitoring over internal network.

                                                  
	
                                                    **
      Branch ATM’s will be driven over branch circuit.  Off-site ATM’s
      can be driven dial-up, lease-line or cellular.

                                                  
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                    ESTIMATE
      OF ONE-TIME CHARGES

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Quantity

                                                  	
                                                    Amount

                                                  	
                                                    Total

                                                  
	
                                                    On-Line
      Interface:

                                                  	
                                                    Install
      Parameter File, Load and Test

                                                  	
                                                    1

                                                  	
                                                    $2,500.00

                                                  	
                                                    Waived

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    VISA
      Check Card:

                                                  	
                                                    Set-up
      Fee

                                                  	
                                                    1

                                                  	
                                                    1,000.00

                                                  	
                                                    Waived

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Training:

                                                  	
                                                    Initial
      Training at Fiserv Learning Center

                                                  	
                                                    No
      Charge

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    WEB
      Connection:

                                                  	
                                                    Installation

                                                  	
                                                    1

                                                  	
                                                    1,000.00

                                                  	
                                                    Waived

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    ATM:

                                                  	
                                                    Set-up

                                                  	
                                                    104

                                                  	
                                                    30.00

                                                  	
                                                    Waived

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    SUB-TOTAL
      ESTIMATE OF ONE-TIME CHARGES

                                                  	 
      	 
      	
                                                    $0.00

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Telecommunications
      & Equipment:

                                                  	
                                                    Telephone
      Line Installations (estimate) – At Cost Plus 10%

                                                  	
                                                    To
      Be Determined

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    TOTAL
      ESTIMATE OF ONE-TIME CHARGES

                                                  	 
      	 
      	
                                                    $0.00

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    -
      Fiserv EFT agrees to waive the first  full 18 months of actual
      processing charges based on a 120 month contract

                                                  	
                                                    ($738,000.00)

                                                  
	
                                                    -
      Excludes pass-through
costs

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit C
– 3

         

        Hours of
Operation

        


        Fiserv will provide access to EFT
Services 24 hours a day, 365 days per year, except for planned downtime reserved
for scheduled maintenance.  Client will be notified 3 business days in
advance of such downtime.

        


        Client support assistance will be
available during normal business hours (business hours may be revised on an
“as-needed” basis), Monday through Friday, with the exception of the following
holidays:  New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.  When a holiday falls on a
Saturday or Sunday, Fiserv EFT will observe the Federal Reserve
holiday.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit C
– 4

         

        Performance
Standards

         

        CRITICAL
PERFORMANCE STANDARDS:

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      Fiserv
      EFT

                                                                                    
	
                                                                                      If
      Fiserv EFT fails to meet one of the Critical Performance or Problem
      Resolution Standards, it will give Central Pacific Bank a 3% credit off
      the following monthly invoice(s) (excludes pass-thru charges) until the
      standard is met.

                                                                                    
	
                                                                                      Item

                                                                                    	
                                                                                      Standard

                                                                                    
	
                                                                                      Report
      Availability

                                                                                    	
                                                                                      Reports
      (settlement, terminal, cardholder, network & card mgmt) available for
      remote printing by 6am Hawaii Standard Time 95% of the
  time

                                                                                    
	
                                                                                      Problem
      Resolution

                                                                                    	
                                                                                      Refer
      to Problem Resolution Standards table Below

                                                                                    
	
                                                                                      Phone
      Calls

                                                                                    	
                                                                                      Express
      Services and Network Control return calls on the same
  day

                                                                                    
	
                                                                                      Product
      Installations

                                                                                    	
                                                                                      1) 95%
      installed without substantial errors

                                                                                      2) 95%
      completed by the estimated completion date

                                                                                      3) 95%
      completed for $ amt stated on bid, unless bid states “not to
      exceed”.

                                                                                    
	
                                                                                      ATM
      Outage (Hardware)

                                                                                    	
                                                                                      Downtime
      notification calls to Central Pacific Bank or service provider within a
      monthly average of 5 minutes

                                                                                    
	
                                                                                      ATM
      Outage (Com)

                                                                                    	
                                                                                      Initiate
      ticket to service provider within 15 minutes

                                                                                    
	
                                                                                      Call
      Center

                                                                                    	
                                                                                      Answer
      average of 80% calls within 15 seconds

                                                                                    
	
                                                                                      Switch
      outage and/or processor link failure notification

                                                                                    	
                                                                                      Notification
      to switch or processor for resolution within 10 minutes of the
      outage

                                                                                    
	
                                                                                      Transaction
      Response Time

                                                                                       

                                                                                    	
                                                                                      Average
      response time, from the time Fiserv EFT gets the transaction to the time
      it is sent out of EFT (to processor or network), is less than 2
      seconds.

                                                                                    
	
                                                                                      Dispute
      Resolution Processing

                                                                                    	
                                                                                      1. 98%
      of all cases will be reviewed for resolution within 1 business day of
      receipt by Fiserv EFT

                                                                                      2. For
      CB, maintain a representment rate level of no higher than 23%
      (representments are defined as representment volume over first chargeback
      volume).

                                                                                      3. Provide
      the following management information to CB by the 5th business day of the
      following each month end:

                                                                                      · 1st
      Chargeback Rates (total & by reason code)

                                                                                      · Second
      Chargeback Rate (total and by reason
  code)

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit C
– 4

         

        Performance
Standards

        


          FISERV
EFT SERVICE LEVELS:

        
          
            
              
                	
                        Problem
      Level

                      	
                        Description

                      	
                        Resolution
      (During normal business hours)

                      
	
                        1

                      	
                        · End
      customer unable to complete transactions

                         

                        · Card
      status problem

                      	
                        Issues
      within Fiserv EFT’s control, Fiserv EFT will immediately and continuously
      work to resolution or acceptable work around and will use its best efforts
      to resolve within 30 minutes after being reported.

                      	
                        Issues
      reported outside of Fiserv EFT’s control, Fiserv EFT will work with the
      appropriate party(ies) and will immediately and continuously work to
      resolution or acceptable work around and will use it’s best efforts until
      resolved.

                      
	
                        2

                      	
                        · Unable
      to properly perform card maintenance

                         

                        · Web
      access problem

                         

                        · Malfunction
      of VRU or after-hours service

                      	
                        Issues
      within Fiserv EFT’s control, Fiserv EFT will immediately and continuously
      work to resolution or acceptable work around and will use its best efforts
      to resolve within 1 hour after being reported.

                      	
                        Issues
      reported outside of Fiserv EFT’s control, Fiserv EFT will work with the
      appropriate party(ies) and will immediately and continuously work to
      resolution or acceptable work around and will use it’s best efforts until
      resolved.

                      
	
                        3

                      	
                        · Report
      related problems

                         

                        · Incorrect
      settlement

                      	
                        Issues
      within Fiserv EFT’s control, Fiserv EFT will immediately and continuously
      work to resolution or acceptable work around and will use its best efforts
      to resolve within 2 hours after being reported.

                      	
                        Issues
      reported outside of Fiserv EFT’s control, Fiserv EFT will work with the
      appropriate party(ies) and will immediately and continuously
      work  to resolution or acceptable work around and will use it’s
      best efforts until resolved.

                      
	
                        4

                      	
                        · Incorrect
      monthly invoice charges to CB if  $20,000 or
over

                      	
                        10
      business days after being reported.

                      
	
                        5

                      	
                        · Incorrect
      monthly invoice charges to CB under  $20,000

                      	
                        10
      business days after being reported.

                      
	
                        6

                      	
                        · Manual
      posting of transactions

                      	
                        Fiserv
      EFT will provide necessary assistance to
  resolve.

                      


              

            

          

        

         

        AVAILABILITY
GUARANTEE (MONTHLY AVERAGE):

        
          
            	
                    Fiserv
      EFT

                  
	
                    Availability
      Guarantee

                  	
                    Penalty

                    (if
      guaranteed availability not met)

                  
	
                    EFT
      Transaction Authorization (Tandem) Availability < 99% (except planned
      downtime)

                  	
                    5%
      credit off monthly invoice (excludes telecom & pass-thru
      charges)

                  
	
                    Availability
      < 98%

                  	
                    Additional
      5% off monthly invoice  (excludes telecom & pass-thru
      charges) for each 1% under 98%

                  
	
                    Availability
      < 90%

                  	
                    Additional
      10% off monthly invoice (excludes telecom & pass-thru charges) for
      each 1% under 90%

                  
	
                    Availability
      < 90% for 2 consecutive
      months

                  	
                    Central
      Pacific Bank can terminate without payment of Cancellation
      Fee.

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit H


        Development
Services

      

       

      
        Client agrees with Fiserv as
follows:

        


        1.  Development
Services.  Fiserv will provide Client with modifications,
enhancements, and customized programming services ("Development Services") and
associated items for particular development projects as described in Exhibit H –
n (each a "Development Project").

        


        Fiserv agrees to provide access to
Fiserv personnel as specified in a Project Requirement Definition Authorization
(‘PRDA’) or similar statement of work, each a uniquely numbered, separate
Development Project.  All Development Services for Development
Projects shall be performed in accordance with the procedures set forth
below.  Client may request Fiserv to provide additions and changes to
Development Services.  Any such additions or changes shall be mutually
agreed upon in writing and shall be provided at Fiserv’s then current
professional service rates.  Any dates for performance are dependent
upon the timely performance by each party of the tasks assigned under the
project plans for such Development Services.

        


        
          	
                  a)  

                	
                  Business
      Requirements.  All Development Services to be performed
      by Fiserv hereunder shall be based upon the Business Requirements of
      Client.  “Business Requirements” means the description of the
      Client’s business needs and the functionality required.  Client
      shall cooperate with Fiserv in connection with the provision of
      Development Services and shall provide Fiserv with all necessary
      information concerning its Business Requirements or other information
      requested by Fiserv for the performance of its obligations under the
      Agreement, provided that such requests are reasonable and are made in a
      timely manner.  Fiserv shall review and suggest revisions to
      such Business Requirements on a timely basis.  The parties shall
      mutually agree in writing on the final Business Requirements for any such
      project.

                


        

        


        
          	
                  b)  

                	
                  Functional
      Specifications.  In the event Fiserv provides Development
      Services, such services shall be based upon specifications created by
      Fiserv and approved by Client as provided
below:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Fiserv
      shall develop Functional Specifications based on the Business Requirements
      List for Client's written approval.  Fiserv shall not be
      obligated to perform any further development work until Functional
      Specifications are approved in writing by Client, which approval shall not
      be unreasonably withheld or unduly
delayed.

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  Modifications,
      changes, enhancements, conversions, upgrades, or additions to the agreed
      upon work beyond those stated in Functional Specifications shall be added
      only upon mutual written agreement.  In the event the parties
      agree to add any such items, the Functional Specifications and applicable
      Project Plan shall automatically be modified to the extent necessary to
      allow for the implementation or provision of the
  items.

                


        

        


        
          	
                  c)  

                	
                  Project
      Plan.  Fiserv and Client shall determine when the size
      and scope of a Development Project merits the creation of a Project Plan
      in addition to the Development Project. Where applicable, Fiserv shall
      develop a Project Plan for each Development Project based on Functional
      Specifications. Each such Project Plan shall contain a listing of the
      nature and timing of tasks for the project (including the development of
      an acceptance test), some of which are to be performed by Fiserv and some
      by Client.  Fiserv and Client shall mutually agree on the
      Project Plan. Fiserv and Client shall utilize commercially reasonable
      efforts to meet the dates set forth in the Project Plan or any replacement
      thereof.   Modifications and changes to the Project Plan
      shall be only by mutual written agreement of the
  parties.

                


        

        


        
          	
                  d)  

                	
                  Acceptance
      Test.  Fiserv shall prepare an "Acceptance Test", to be
      performed by Fiserv,  for the testing of each Development
      Project.  Client shall prepare an "Acceptance Test", to be
      performed by Client, for the testing of each Development
      Project..

                


        

        


        
          	
                  e)  

                	
                  Acceptance
      Testing.  Unless otherwise defined in the Exhibit H-n,
      PRDA, or similar statement of work, Client shall have 30 days from
      delivery of the Development Project (“Initial Development Delivery”) to
      perform the Acceptance Test (“Acceptance Test Period”). Each Development
      Project shall be deemed successfully completed by Fiserv upon the
      completion of the Acceptance Test Period or by live operation and use of
      the Development Project in Client's business for a period of 10 days,
      whichever occurs first. Client acknowledges a Development Project can only
      be adequately tested in Client’s system environment and Client agrees to
      reimburse Fiserv for all assistance during Client’s user testing that is
      not specifically provided for in the Development Project Exhibit
      H-n.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  f)  

                	
                  Client
      agrees promptly to notify Fiserv in writing (and with reasonable
      particularity) upon conclusion of Acceptance Test or earlier upon
      discovery of any Specification Non-conformities disclosed by such testing,
      including any applicable supporting documentation such as screen prints,
      user documentation, diagrams, or other information reasonably requested by
      Fiserv to allow Fiserv to properly analyze the reported non-conformity.
      Fiserv will utilize such documentation to evaluate, prioritize, and
      resolve Client support issues.  Accurate and complete
      documentation by Client is a prerequisite of all support
      issues.  Failure to provide adequate supporting documentation
      may result in delayed resolution of a Specification Non-conformity.
      “Specification Non-conformity” means a failure of the modified Software to
      operate in substantial accordance with the Functional
      Specifications.  Fiserv shall correct any Specification
      Non-conformities disclosed by such testing or use in accordance with the
      severity levels outlined in Section 4 of Exhibit M.  Upon
      delivery of the corrected Development Project (“Corrected Development
      Project”) to Client, Client shall have an additional 30 days to perform
      the User Acceptance Test on the Corrected Development Project (“Extended
      Acceptance Test Period”).  Notwithstanding any Extended
      Acceptance Test Period for the Development Project, Special Maintenance
      shall, under all circumstances, begin 30 days following Initial
      Development Delivery to Client.

                


        

        


        
          	
                  g)  

                	
                  Review.  Should
      Fiserv’s review of the reported Specification Non-conformity indicate, in
      Fiserv’s reasonable opinion, that the reported problem is not a
      Specification Non-conformity but is due to other problems including, but
      not limited to, input not in accordance with specifications, Client’s
      abuse or misuse of the Software, or by a modification or addition to the
      Software not performed by Fiserv, or by Client’s failure to properly
      maintain the Computer System or to install the required Software release
      as instructed by Fiserv, then,

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Client
      agrees to reimburse Fiserv for the related costs of work performed by
      Fiserv in investigating the problem at Fiserv’s then current Development
      Service rates, and

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  Fiserv,
      at Client’s request, shall advise Client whether Fiserv can correct or
      assist in resolving such problem, and the terms under which Fiserv shall
      undertake the same.  Upon written acceptance by Client, Fiserv
      shall correct or assist in resolving the problem in accordance with such
      terms.

                


        

        


        2.  Development
Fees.  (a) Client shall pay Fiserv fees and other charges for
each Development Project in accordance with the payment terms specified in each
Exhibit H – n ("Development Fees").  The daily rates quoted therein
will be valid for 12 months from the effective date of a Development
Project.  Thereafter, they will be subject to change by Fiserv on 1
month's notice to Client.  A higher rate may be applied for an
individual whose support to Client has advanced to a new job grade or after 1
month's notice if such individual's general development warrants a job upgrade
by Fiserv.

        


        (b) Client agrees to pay the reasonable
travel and living expenses of any Fiserv employees and Fiserv authorized
contractors who render services at any Client site in connection with each
Development Project.  All such expenses shall meet the guidelines
established by the Fiserv Travel Policy, a copy of which shall be provided to
the Client, except that Client shall have the right to arrange Fiserv lodging at
Client’s preferred lodging location, provided that such accommodations in
Fiserv’s judgment meets a reasonable standard of cleanliness, safety and
proximity to the work site.  All expenses shall be itemized on
invoices submitted by Fiserv.

        


        (c) In the event Fiserv provides
installation, conversion, or training services to Client for a Development
Project, the scope and fees therefor shall be as specified on each Exhibit H –
n.

        


        (d) Fiserv agrees to provide and Client
agrees to pay for maintenance services for the Development Project (‘Special
Maintenance Fees’) when specified in the Development Project.  Fiserv
reserves the right to increase the applicable Special Maintenance
Fees.

        


        (e) Fiserv reserves the right to charge
Client at Fiserv's then current professional services rates for any necessary
retrofitting of Development Services when releases of the Fiserv System(s) to
which Development Projects relate are made generally available.

        


        3.  Use of and Rights to
Development Projects.  All information, reports, studies,
object or source code, flow charts, diagrams, and other tangible or intangible
material of any nature whatsoever produced by or as a result of any of
Development
Services and Development Projects shall be the sole and exclusive property of
Fiserv or its corporate parent.  Fiserv grants to Client the right to
use the results of any Development Project in accordance with the terms and
conditions of the Agreement.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        4. Development Project
Termination.  At Client's sole option, Client may terminate any
Development Project upon 15 days prior written notice to Fiserv, provided that
Client agrees to pay Fiserv for all outstanding Development Fees for Development
Services rendered prior to the effective date of termination.  In no
event shall Fiserv be liable for refund of any Development Fees already paid by
Client.

        


        5.  Rescheduling.  If
Client is unable to provide access to required facilities or personnel or is
unable to meet its tasks assigned on a Project Plan in a timely manner, Fiserv
will endeavor to reschedule tasks to minimize non-productive
time.  All such non-productive time is chargeable to
Client.  If such non-productive time is expected to be significant,
Fiserv will endeavor to reassign its personnel to other suitable
work.  In this event, Client will not be charged for the time
personnel were reassigned.

        


        6.  Exclusivity.  Notwithstanding
anything to the contrary contained elsewhere in the Agreement, the parties
acknowledge and agree that the exclusivity required by Section 15 (k) of the
Agreement shall not apply with respect to the Development Services provided to
Client pursuant to this Exhibit H.

         

         

          
            

          

        

         

        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit H to the Agreement to be executed by their duly
authorized representatives as of the date indicated below.

         

        
           

          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Exhibit H - 1

           

        

        Development
Project

         

        Business
Requirements:

        


        Fiserv
shall provide Special Maintenance Services for the following Development
Projects (originally contracted under Agreement Number 3810165 between Client
and Fiserv, dated July 30, 1997 as amended through the Effective
Date).

        


        
          
            	
                    Modifications

                  	
                    Annual

                    Special
      Maintenance Fees

                  
	
                    PSR2809-
      Combine unlimited number of accounts including credit cards for related
      service charges

                  	
                    $10,348.08

                  
	
                    PSR3246-
      Counties for property tax interface

                  	
                    $6,400.08

                  
	
                    PSR3247-
      Special service transaction for cash deposited items received via proof
      upload

                  	
                    $5,986.68

                  
	
                    PSR3264-
      Price requested for Hefta support via ACH processing

                  	
                    $3,200.64

                  
	
                    PSR3287-
      Daily extract file in BA12 format

                  	
                    $642.72

                  
	
                    PSR3604-
      Modify project B0007 to use alternate address

                  	
                    $229.32

                  
	
                    PSR3609-
      TMK tax payment processing amendments

                  	
                    $582.12

                  
	
                    PSR3804-
      nFront description

                  	
                    $2,735.28

                  
	
                    PRDA4350-
      Add serial number to the FTPEXCP

                  	
                    $723.24

                  
	
                    PRDA4802-
      Card activation layout

                  	
                    $1,638.00

                  
	
                    PRDA4898-
      NSF/OD privilege

                  	
                    $13,219.56

                  
	
                    PRDA4700(rev2)-
      Statement modification

                  	
                    $6,326.16

                  


          

        

        


        Fiserv
will invoice and Client agrees to pay monthly in advance the Special Maintenance
Fees tabled above.  Special Maintenance Services shall automatically
renew annually unless Client provides notice to Fiserv ninety (90) days prior to
the anniversary date of Client’s intent not to renew Special Maintenance
Services on any of the Modifications tabled above.

        In the
six (6) months following the conversion contemplated in PRDA#CSD0120 of Exhibit
Q, Client may elect to terminate Special Maintenance Services on any of the
Modifications tabled above, provided Client has paid all applicable Special
Maintenance Fees up to the date of termination.

        


        


        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit H – 1 to be executed by their duly authorized
representatives as of the date indicated below.

        


         

        
           

          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Exhibit I

         

        Implementation
Services

        


        Client agrees with Fiserv as
follows:

        


        1.  Services.  Fiserv
will provide Client with the conversion, installation, and project management
services ("Implementation Services") and associated items for the implementation
project described in Exhibit I – n (each, an "Implementation
Project").

        


        Fiserv agrees to provide access to
Fiserv personnel as specified in a Project Requirement Definition Authorization
(‘PRDA’) or similar statement of work, each a uniquely numbered, separate
Implementation Project. All Implementation Services for Implementation Projects
shall be performed in accordance with the procedures set forth
below.  Client may request Fiserv to provide additions and changes to
Implementation Services.  Any such additions or changes shall be
mutually agreed upon in writing and shall be  at mutually agreed upon
rates.  Any dates for performance are dependent upon the timely
performance by each party of the tasks assigned under the project plans for such
Implementation Services.

        


        
          	
                  (a)

                	
                  Business
      Requirements.  All Implementation Services to be
      performed by Fiserv hereunder shall be based upon the Business
      Requirements of Client.  “Business Requirements” means the
      description of the Client’s business needs and the functionality
      required.  Client shall cooperate with Fiserv in connection with
      the provision of Implementation Services and shall provide Fiserv with all
      necessary information concerning its Business Requirements or other
      information requested by Fiserv for the performance of its obligations
      under the Agreement, provided that such requests are reasonable and are
      made in a timely manner.  Fiserv shall review and suggest
      revisions to such Business Requirements on a timely basis.  The
      parties shall mutually agree in writing on the final Business
      Requirements. Any customizations, modifications, enhancements to the
      unmodified software required to meet Client’s Business Requirements shall
      be provided by Fiserv in accordance with the terms and conditions
      specified in Exhibit H, provided that Client and Fiserv have executed a
      mutually agreed upon Exhibit H-n.

                


        

        


        
          	
                  (b)

                	
                  Project
      Plan.  Fiserv shall develop a Project Plan for the
      Implementation Project based on the Business Requirements within 15
      business days after receipt of the Business Requirements.  The
      Project Plan shall contain a listing of the nature and timing of tasks for
      the Implementation Project (including the development of an acceptance
      test), some of which are to be performed by Fiserv and some by
      Client.  Client and Fiserv shall mutually agree on the initial
      Project Plan.  Thereafter, Client will be provided a copy of the
      weekly updates to the Project Plan.  Fiserv and Client shall
      utilize their commercially reasonable efforts to meet the dates set forth
      in the Project Plan.

                


        

        


        Modifications,
changes, enhancements, upgrades, or additions to the agreed upon work beyond
those stated in the Project Plan shall be added only upon mutual written
agreement.  In the event the parties agree to add any such items, the
Project Plan shall automatically be modified to the extent necessary to allow
for the implementation or provision of the items.  Any such items may
result in an increase in the Implementation Fees (as defined
below).

         

        
          	
                  (c)

                	
                  
                    User Acceptance
      Test.  Fiserv shall prepare a "User Acceptance Test", to
      be performed by Fiserv,   for the testing of each
      Implementation Project.  Client shall prepare a "User Acceptance
      Test", to be performed by Client,   for the testing of each
      Implementation Project.

                  

                


          

            
              	
                      (d)

                    	
                      
                        Acceptance
      Testing.  Unless otherwise defined in the Exhibit I-n,
      PRDA, or similar statement of work, Client shall have 30 days from
      delivery of the Implementation Project (“Initial Delivery”) to perform the
      User Acceptance Test (“Acceptance Test Period”). Each Implementation
      Project shall be deemed successfully completed by Fiserv upon the
      completion of the Acceptance Test Period or by the live operation and use
      of the hardware and software associated with the Implementation Services
      in Client's business for a period of 10 days, whichever occurs
      first.  Client agrees to notify Fiserv in writing (and with
      reasonable particularity) upon conclusion of testing or upon earlier
      discovery of any material Non-conformities disclosed by such
      testing.  Fiserv shall correct any such Non-conformities
      disclosed by such testing or use in accordance with the severity levels
      outlined in Section 4 of Exhibit M.  Upon delivery of the
      corrected Implementation Project (“Corrected Project”) to Client, Client
      shall have an additional 30 days to perform the User Acceptance Test on
      the Corrected Project (“Extended Acceptance Test
      Period”).  Notwithstanding any Extended Acceptance Test Period,
      Basic Maintenance Services and/or Special Maintenance, whichever applies,
      shall, under all circumstances, begin 30 days following Initial Delivery
      to Client.

                      

                    


            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    (e)

                  	
                    
                      
                        Review.  Should
      Fiserv’s review of the reported Non-conformity indicate, in Fiserv’s
      reasonable opinion, that the reported problem is not a Non-conformity but
      is due to other problems including, but not limited to, input not in
      accordance with specifications, Client’s abuse or misuse of the Software,
      or by a modification or addition to the Software not performed by Fiserv,
      or by Client’s failure to properly maintain the Computer System or to
      install the required Software release as instructed by Fiserv,
      then,

                      

                    

                  


             

          

        

        (i)           Client
agrees to reimburse Fiserv for the related costs or work performed by Fiserv in
investigating the problem at Fiserv’s then current Implementation Service rates,
and

        


        (ii)           Fiserv,
at Client’s request, shall advise Client whether Fiserv can correct or assist in
resolving such problem, and the terms under which Fiserv shall undertake the
same.  Upon written acceptance by Client, Fiserv shall correct or
assist in resolving the problem in accordance with such terms.

        


        2.  Implementation
Fees.  (a) Client shall pay Fiserv the fees and other charges
for the Implementation Project as specified in Exhibit I – n ("Implementation
Fees").  The daily rates quoted therein will be valid for 12
months.  Thereafter, they will be subject to change by Fiserv on 1
month's notice to Client.  A higher rate may be applied for an
individual whose support to Client has advanced to a new job grade or after one
month's notice if such individual's general development warrants a job upgrade
by Fiserv.

        


        (b) Client agrees to pay the reasonable
travel and living expenses of any Fiserv employees and Fiserv authorized
contractors who render services at any Client site in connection with the
Implementation Project.  All such expenses shall meet the guidelines
established by the Fiserv Travel Policy, a copy of which shall be provided to
the Client, except that the Client shall have the right to arrange Fiserv
lodging at Client’s preferred lodging location, provided that such
accommodations in Fiserv’s judgment meets a reasonable standard of cleanliness,
safety and proximity to the work site.  All expenses shall be itemized
on invoices submitted by Fiserv.

        


        (c) Should Fiserv provide installation,
conversion or training to Client for the Implementation Project, the fees
therefore, if any, shall be as specified on Exhibit I – n.

        


        (d) Client agrees to pay for all
freight charges associated with shipping of hardware and software from Fiserv or
Fiserv's suppliers to Client's designated storage facility.  If Client
is unable to provide a secure storage facility, Client agrees to pay Fiserv a
weekly storage fee specified in Exhibit I – n.

        


        3.  Hardware and
Software.  Purchase of hardware and software associated with
the Implementation Services shall be in accordance with Exhibit
L.  For Client's existing hardware and software, Fiserv will prepare
and arrange such hardware and software for movement to Client's designated
storage area.

        


        4.  Implementation Project
Termination.  At Client's sole option, Client may terminate the
Implementation Project upon 30 days' prior written notice to Fiserv, provided
that Client agrees to pay Fiserv for any Implementation Fees for Implementation
Services rendered prior to the effective date of termination.  In no
event shall Fiserv be liable for refund of any Implementation Fees already paid
by Client.

        


        5.  Rescheduling.  If
Client is unable to provide access to required facilities or personnel or is
unable to meet its tasks assigned on a Project Plan in a timely manner, Fiserv
will endeavor to reschedule tasks to minimize non-productive
time.  All such non-productive time is chargeable to
Client.  If such non-productive time is expected to be significant,
Fiserv will endeavor to reassign its personnel to other suitable
work.  In this event, Client will not be charged for the time
personnel were reassigned.

        


        6.  Support.  Unless
otherwise defined in the Exhibit I-n, PRDA, or similar statement of work, Fiserv
will provide reasonable support related to Implementation Services for 90 days
after Fiserv completes the Implementation Project as specified in the Project
Plan.

        


        7.  Warranties.  Fiserv
represents and warrants that the Implementation Services provided hereunder will
be free from defects in material and workmanship at the time of
installation.  .

        


        8.  Exclusivity.  Notwithstanding
anything to the contrary contained elsewhere in the Agreement, the parties
acknowledge and agree that the exclusivity required by Section 15 (k) of the
Agreement shall not apply with respect to the Implementation Services provided
to Client pursuant to this Exhibit I.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit I
– n

         

        Implementation
Project

        


        


        Project
Requirement Definition Authorization (PRDA)

        Business
Requirements

        Project
Type:  Implementation Project

        Client:
Central Pacific
Bank                                                                                                                                

        Client
ID#:   CPBHI                                                                    Project
ID:   PRDA
##                                             
Prepared by:

        


        


        SAMPLE  FORMAT

        


        Definitions:

        
          	
                  ·  

                	
                  .

                


        

        


        Business
Requirements:

        TBD

        


        Scope of Services to be
performed by Fiserv:

        TBD

        


        Constraints:

        TBD

        


        Assumptions:

        TBD

        


        Exclusions:

        TBD

        


        Client
Responsibilities:

        TBD

        


        Implementation Service
Fees:

        TBD

        


        


        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit I to be executed by their duly authorized
representatives as of the date indicated below.

        


         

        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit
L

         

        Material Purchased Through
Fiserv

        


        Client agrees to purchase, and Fiserv
agrees to sell, hardware and software licenses on the terms and subject to the
conditions set forth below:

        


        1.  Equipment.  Hardware
and software licenses being purchased through Fiserv are described in each
Exhibit L – n ("Material").  Client understands that Fiserv is acting
as an independent sales organization representing each manufacturer or supplier
(each, a "Supplier") identified in each Exhibit L – n.

         

        
          2.  Payment.  Client
shall pay Fiserv 50% of the total price for Material specified in each Exhibit L
– n upon execution of such Exhibit and 50% upon delivery of Material to the site
or sites designated by Client on each Exhibit L – n (collectively, "Installation
Site").  Client shall be responsible for all freight charges
associated with shipment of Material from Supplier or Fiserv, as the case may
be, to the Installation Site.  In the event of any price increase by a
Supplier, Fiserv shall accordingly increase the prices for
Material.

           

        

        3.  Fiserv
Obligations.  Client also understands and agrees that the
ability of Fiserv to obtain Material may be subject to availability and delays
due to causes beyond Fiserv's control.  Fiserv shall promptly place
any orders submitted under this Exhibit with each Supplier and shall, at
Client's direction, request expedited delivery whenever available.

        


        4.  Insurance.  Client
shall be responsible for appropriate property insurance for all equipment,
whether Client-owned or Fiserv-owned, within Client's premises.

        


        5.  Delivery and
Installation.  (a) Delivery.  On
Client's behalf, Fiserv shall arrange for delivery of Material to the
Installation Site on or about the date requested by Client ("Delivery
Date").  In the absence of shipping instructions, Fiserv shall select
a common carrier on Client's behalf.

        


        (b) Installation.  Fiserv
shall arrange for the installation of the items of Material in consideration of
the Installation Fees listed on each Exhibit L – n.  Client shall not
perform any installation activities without Fiserv's written
consent.  Fiserv or its designee shall have full and free access to
Material and the Installation Site until installation is
completed.  If a suitable installation environment is not provided by
Client, then Fiserv shall be required to perform only as many normal
installation procedures as it deems to be practicable within the available
facilities.  Installation of Material will take place during normal
Fiserv business hours, Monday through Friday, exclusive of Fiserv holidays,
unless otherwise agreed by Fiserv.

        


        (c) Installation
Environment.  Client shall provide a suitable installation
environment for Material as specified by Fiserv or its agents and any and all
other specifications provided to Client by Supplier or Fiserv.  Unless
Fiserv agrees to so provide, Client shall also be responsible for (i) furnishing
all labor required for unpacking and placing Material in the desired location
for installation; and (ii) physical planning including, but not limited to,
floor planning, cable requirements, and safety requirements in accordance with
the installation manual and any and all applicable building, electrical, or
other codes, regulations, and requirements.  All such physical
planning shall be completed on or before the Delivery Date

        


        5.  Shipment and Risk of
Loss.  All prices shown on each Exhibit L – n are F.O.B.
Supplier's plant.  All transportation, rigging, drayage, insurance,
and other costs of delivery of Material to the Installation Site shall be paid
by Client.  Risk of loss shall pass to Client upon
shipment.

        


        6.  Title to
Equipment.  Title to all hardware items comprising Material
shall remain with Supplier or Fiserv, as the case may be, until all payments
therefor are made by Client and, until such time, Client agrees that it shall
not sell, transfer, pledge, or otherwise dispose of such items without Fiserv's
prior written consent.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        7.  Security
Interest.  Client grants Fiserv a security interest in each
component part of Equipment and the proceeds thereof until the purchase price
due Fiserv is paid in full.  Client shall execute any instruments or
documents Fiserv deems appropriate to protect the security interest and, in any
event, this Exhibit shall constitute a financing agreement within the meaning of
Article 9 of the Uniform Commercial Code and a copy of this Exhibit may be filed
at any time after signature by Fiserv as a financing statement for that
purpose.  Fiserv shall endeavor to notify Client of such filing within
10 days thereof  In the event of default in payment or other breach by
Client, Fiserv shall have all rights and remedies of a secured creditor upon
default as provided by applicable law.  Fiserv shall, at its sole
expense, file releases for any financing statements recorded pursuant to this
Exhibit promptly upon receipt of final payment, and upon request by Client,
shall promptly provide Client with a file-stamped copy of any such
release.

        


        8.  Acceptance.  Equipment
shall be deemed to have been accepted when it has passed either Fiserv's or
Supplier's standard post-installation test procedures at the Installation
Site.

        


        9.  Warranties.  Fiserv
warrants that Client will acquire good and clear title to all hardware items
comprising Material free and clear of all liens and
encumbrances.  Fiserv hereby assigns to Client all warranties Supplier
has granted to Fiserv with respect to Material as set forth on each Exhibit L –
n.  Client hereby agrees to all of the terms and conditions applicable
to those warranties and acknowledges that:

        


        (i)
neither Supplier nor Fiserv warrants that use of Material will be uninterrupted
or error free; and

        


        (ii)
Supplier's warranties, and the assignment of such warranties by Fiserv to
Client, shall not impose any liability on Fiserv due to the services or
assistance provided to Client by Fiserv with respect thereto.

        


        10.  Exclusivity.  Notwithstanding
anything to the contrary contained elsewhere in the Agreement, the parties
acknowledge and agree that the exclusivity required by Section 15 (k) of the
Agreement shall not apply with respect to the Material purchased through Fiserv
and provided to Client pursuant to this Exhibit L.


        

          
            

          

        

        


        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit L to be executed by their duly authorized
representatives as of the date indicated below.

         

        
           

          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Exhibit L
– 1

        Material, Supplier, and
Prices

        
          
            	
                     

                    Third
      Party Hardware/Software:

                     

                     

                     

                     

                     

                    Total
      Third Party Hardware/Software:

                     

                  	
                     

                    Upgrade:  eServer
      iSeries Model 820/2395/1523 to i5 Model 520/8593/7453

                    8,192MB
      Main Storage with 878.9GB (773.4GB) Disk Storage

                    Disk
      Storage Protection: Raid-5

                    IBM
      Operating System and Utilities: V5R3

                    Configuration
      #CPBHI079

                     

                     

                    $214,645.00

                     

                     

                  


          

        

        


        
          
            	
                     

                    Installation
      Site:

                     

                     

                  	
                     

                    222
      North School Street

                    Honolulu,
      Hawaii 96817

                     

                  


          

        

        


        


        Summary of Charges this
Exhibit:

        
          
            	
                     

                    Third
      Party Hardware/Software

                    Less
      Valued Client Discount

                     

                    Total
      Third Party Hardware/Software

                     

                    Previously
      paid under former License and Service Agreement #3810165 Addendum
      9

                     

                    Total
      Due this Exhibit

                     

                  	
                     

                     $    214,645.00

                    ($      25,757.00)

                     

                     $    188,888.00

                     

                     

                     ($   188,888.00)

                     

                                      -0-

                  


          

        

        


        


        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit L – 1 to the Agreement to be executed by their
duly authorized representatives as of the date indicated below.

         

        
           

          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        Exhibit
M

        Software
Products

        


        WHEREAS,
Fiserv is the licensor of Software (as defined below), and

        


        WHEREAS,
Client wishes to install and Use (as hereinafter defined) Software in Client's
premises.

        


        NOW,
THEREFORE, the parties hereto agree as follows:

        

          
            

          

        

        


        1.           Definition
of Terms

        


        
          	
                  1.1

                	
                  ‘Accounts’
      means the total number of individually designated accounts processed by
      the Software.

                


        

        


        
          	
                  1.2

                	
                  'Basic
      Maintenance Services' means maintenance services as described in Section 4
      of this Exhibit.  Basic Maintenance Services are available only
      with respect to the current release of
Software.

                


        

         

        
          	
                  1.3

                	
                  
                    ‘Computer
      System’ means that dedicated computer machinery and manufacturer-supplied
      equipment and software identified on each Exhibit M – n.  Client
      shall have sole responsibility to own or lease, unpack, plan, install,
      test, and maintain the equipment according to any and all applicable
      building or electrical codes, regulations or requirements, as well as the
      manufacturer and Fiserv
recommendations.

                  

                


        

         

        
          	
                  1.4

                	
                  'Documentation'
      means the Software documentation specified on each Exhibit M –
      n.

                


        

        


        
          	
                  1.5

                	
                  'Enhancements'
      means modifications made to Software that add program features or
      functions not originally within the Software and that are provided upon
      payment of additional License Fees.  Fiserv reserves the right
      to determine which changes are Upgrades or separately priced
      Enhancements.

                


        

        


        
          	
                  1.6

                	
                  ‘Level
      One Non-Conformity’ means a major non-conformity which renders the
      Software inoperative.

                


        

         

        
          	
                  1.7

                	
                  
                    ‘Level
      Two Non-Conformity’ means any non-conformity which significantly degrades
      the performance of the Software or which affects regulatory compliance,
      including, but not limited to, the calculation of interest, fees and
      balances, and errors affecting the accuracy of customer
      statements.

                  

                


        

         

        
          	
                  1.8

                	
                  
                    ‘Level
      Three Non-Conformity’ means a non-conformity which has a significant
      impact on the Client’s ability to perform its normal business functions
      and for which no circumvent procedure is
  available.

                  

                


        

         

        
          	
                  1.9

                	
                  ‘Level
      Four Non-Conformity’ means a non-conformity which negatively impacts the
      ability of the Client to perform its normal business functions but for
      which there is a relatively cost effective circumvent procedure
      available.

                


        

        


        
          	
                  1.10

                	
                  ‘Level
      Five Non-Conformity’ means a non-conformity which does not fit into any of
      the above categories.

                


        

        


        
          	
                  1.11

                	
                  'Location'
      means only the premises identified on each Exhibit M –
  n.

                


        

        


        
          	
                  1.12

                	
                  'Maintenance
      Fee' means the annual fee specified in each Exhibit M – n for Basic
      Maintenance Services.

                


        

        


        
          	
                  1.13

                	
                  ‘Non-conformity'
      means a failure of Software to perform in substantial accordance with the
      functions described in the
Documentation.

                


        

        


        
          	
                  1.14

                	
                  'Operational
      Support' means optional Fiserv services available, at Client request, to
      support Client's Software operation.  Operational Support shall
      only be available if Client is receiving Maintenance
    Services.

                


        

        


        
          	
                  1.15

                	
                  'Professional
      Service Fees' means fees specified in each Exhibit M – n for professional
      services provided by Fiserv.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  1.16

                	
                  'Software'
      means the standard, unmodified computer programs in object code, unless
      otherwise specified on each Exhibit M – n, together with one set of Fiserv
      standard documentation.  Software does not include separate,
      independent, and stand-alone modules or subsystems that Client has
      developed and maintained without Fiserv's
  assistance.

                


        

        


        
          	
                  1.17

                	
                  'Software
      System' means the Software and Third Party
  Software.

                


        

        


        
          	
                  1.18

                	
                  'Special
      Maintenance Services' means any other maintenance services as specified in
      Exhibit M – n.

                


        

        


        
          	
                  1.19

                	
                  'Third
      Party' means any party other than Fiserv, Client, and their respective
      employees, agents, and
subcontractors.

                


        

        


        
          	
                  1.20

                	
                  'Third
      Party Software' means software provided by Fiserv that is owned or
      licensed by Third Parties, where applicable, as identified on Exhibit M –
      n.

                


        

        


        
          	
                  1.21

                	
                  'Total
      License Fee' means the total sum specified in each Exhibit M – n for the
      Software.  Any fees for modifications, enhancements, upgrades,
      or additions to Software are excluded from this Exhibit unless otherwise
      specified.

                


        

        


        
          	
                  1.22

                	
                  'Upgrades'
      means changes made to maintain compatibility with new system software
      releases or to improve previously existing features and operations within
      Software.  This primarily includes Software program
      fixes.

                


        

        


        
          	
                  1.23

                	
                  'Use'
      means copying or loading any portion of Software from storage units or
      media into any equipment for the processing of data by Software, or the
      operation of any procedure or machine instruction utilizing any portion of
      either the computer program or instructional material supplied with
      Software at the Location.  Use is limited to type of operations
      described in Documentation solely to process Client's own work and that of
      Client’s majority-owned financial institutions (“Client
      Affiliate”).  Client shall notify Fiserv in writing, via
      notification pursuant to Section 15(f) of the Agreement or as otherwise
      required by Exhibit M – n, of its intent to process for a Client Affiliate
      prior to beginning such processing.  Use specifically excludes
      any service bureau or time-share services to Third Parties without prior
      written consent by Fiserv and payment by Client of additional fees in
      accordance with mutually agreed
terms.

                


        

        


        2.           License

        


        
          	
                  2.1

                	
                  Fiserv
      agrees to furnish Software to Client and does hereby grant to Client a
      non-exclusive, nontransferable License to Use the Software at the Location
      on the designated Computer System (i) to process the designated number of
      accounts; or (ii) by the maximum number of users; as specified in each
      Exhibit M – n.

                


        

        


        
          	
                  2.2

                	
                  Client
      may change the Location in the event Client transfers its data processing
      to a new location within the same country.  Client will provide
      Fiserv with 15 days advance notice of any proposed transfer of
      operations.  Assistance by Fiserv related to the transfer shall
      be chargeable at Fiserv's then current professional service
      rates.  Client shall reimburse Fiserv for any out-of-pocket
      expenses.

                


        

        


        
          	
                  2.3

                	
                  Fiserv
      prohibits the copying of any portions of the Software System except that
      Client may copy reasonable quantities of any standard end user
      documentation; and may copy machine language code, in whole or in part, in
      reasonable quantities, in printed or electronic form, for use by Client at
      the Location for archive, testing and training in a non-production
      environment, back-up, or emergency restart purposes, or to replace copy
      made on defective media.  The original, and any copies of
      Software, or any part thereof, shall be Fiserv's
  property.

                


        

        


        
          	
                  2.4.

                	
                  Client
      shall maintain any such copies and the original at the Location and one
      Client archive site in the same country as the Location.  Client
      may transport or transmit a copy of Software from the Location or the
      Archive Site to another location in the same country as the Location for
      back-up use when required by Computer System malfunction, provided that
      the copy or original is destroyed or returned to the Location or Archive
      Site when the malfunction is corrected.  Client shall reproduce
      and include Fiserv's copyright and other proprietary notices on all
      Software System copies made, in whole or in part, in any
    form.

                


        

        


        
          	
                  2.5

                	
                  Client
      shall not decompile, disassemble, or otherwise reverse engineer the
      Software System.

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  2.6

                	
                  Third
      Party Software is provided to Client under the following supplemental
      terms:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Use
      of Third Party Software shall be restricted to use as part of the Software
      System.

                


        

        
          	
                   
      

                	
                  (ii)

                	
                  Third
      Party Software owners shall not be liable for any damages, whether direct,
      indirect, incidental, or consequential arising from the use of Third Party
      Software.

                


        

        
          	
                   
      

                	
                  (iii)

                	
                  Publication
      of benchmark tests of Third Party Software is permitted only in a writing
      signed by an authorized officer of Fiserv and the Third Party Software
      owner.

                


        

        
          	
                   
      

                	
                  (iv)

                	
                  Third
      Party Software owners are hereby designated as third party beneficiaries
      of this Exhibit as it relates to their
software.

                


        

        
          	
                   
      

                	
                  (v)

                	
                  Third
      Party Software is not specifically developed, or licensed for use in any
      nuclear, aviation, mass transit, or medical application or in any
      inherently dangerous applications.  Third Party Software owners
      and Fiserv shall not be liable for any claims or damages arising from such
      use if Client uses the Software System for such
    applications.

                


        

        


        
          	
                  2.7

                	
                  
                    Client
      shall obtain and maintain at its own expense such data processing and
      communications equipment and supplies as may be necessary or appropriate
      to facilitate the proper use of the Software
  System.

                  

                


        

         

        
          	
                  2.8

                	
                  Client
      shall permit Fiserv to audit Client’s Use of the Software to determine
      that the provisions of this Agreement are being faithfully
      performed.  Where reasonably practicable, Client shall permit
      Fiserv to perform such audits through the use of automated monitoring
      systems, system generated reports, or other auditing
      methods.  If audit is required to be performed at Client’s
      location, Fiserv will provide reasonable advance written
      notice.  Fiserv shall use commercially reasonable efforts to
      perform such audits in a manner that is not disruptive to Client’s
      business during normal business hours.  If the audit confirms
      that Client is (i) processing greater than the designated number of
      Accounts; or (ii) has more than the maximum number of users; Fiserv will
      invoice Client for the additional amount of fees owed per the terms of
      this Agreement.

                


        

        


        3.           Professional
Services

        


        
          	
                  3.1

                	
                  Should
      Fiserv provide Client with Implementation Services related to Software,
      such services will be provided in accordance with the terms and conditions
      set forth in Exhibit I.  Modifications to the Software shall be
      provided as Development Services subject to and in accordance with Exhibit
      H. All other Professional Services shall be provided to Client subject to
      and in accordance with Exhibit Q.  Fees for all services
      provided in accordance with this Section 3.1 shall be as set forth in
      applicable Exhibit(s).

                


        

        


        
          	
                  3.2

                	
                  Operational
      Support.  If requested by Client and if applicable, and subject
      to a mutually agreed upon implementation, Fiserv agrees to provide
      Operational Support. Such services shall be provided to Client subject to
      and in accordance with the terms and conditions set forth in Exhibit
      Q.  Fees for all services provided in accordance with this
      Section 3.2 shall be as set forth in applicable
  Exhibit(s).

                


        

         

        4.           Basic
Maintenance Services Terms

        


        
          	
                  4.1

                	
                  Fiserv
      will provide the following maintenance services to
  Client:

                


        

         

        
          	
                  (i)  

                	
                  
                    Up
      to 10 hours per month for telephone support during normal business hours
      for reasonable operator support.  For telephone support over 10
      hours or not during normal business hours, Client will be charged Fiserv's
      then standard professional service
rates.

                  

                


          
            	
                    (ii)  

                  	
                    On-site
      support, when requested by Client, will be provided at Fiserv's then
      standard professional service rates. (iii) Software
      Upgrades will be provided to
Client.

                  


          

        

        
          	
                  (iv)  

                	
                  Training
      for updates may be offered to Client at Fiserv's standard professional
      service rates.

                


          
            	
                    (v)  

                  	
                    If
      maintenance services are conducted at the Location or other Client site,
      Client agrees to reimburse Fiserv for its reasonable travel and
      out-of-pocket expenses.

                  


          

           

          
            	
                    4.2

                  	
                    
                      The
      term for Basic Maintenance Services shall be specified in each Exhibit
      M-n.

                    

                  


          

           

          
            	
                    4.3

                  	
                    
                      Fiserv
      may utilize remote diagnostic software and dial-up telephone lines in
      providing these services.

                    

                  


          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            	
                    4.4

                  	
                    
                      
                        Client
      shall cooperate and assist Fiserv to expedite resolution of all
      Non-conformities. Client agrees to properly document all Non-conformities
      (with reasonable particularity) using Fiserv’s then current service
      request form upon discovery of the Non-conformity, and to provide adequate
      supporting documentation, such as screen prints, user documentation,
      diagrams, or other information reasonably requested by Fiserv to allow
      Fiserv to properly analyze the reported Non-conformity. Fiserv will
      utilize such documentation to evaluate, prioritize, and resolve Client
      support issues.  Accurate and complete documentation by Client
      is a prerequisite of all support issues.  Failure to provide
      adequate supporting documentation may result in delayed resolution of a
      Non-conformity.

                      

                    

                  


          

           

        

        
          	
                  4.5

                	
                  Level
      One Non-conformity.  Fiserv shall acknowledge receipt of the
      Level One Non-conformity report within one hour of Client's notice to
      Fiserv.  Fiserv and Client shall promptly assign such technical
      personnel as are necessary to identify, isolate, and reconstruct any
      reported Level One Non-conformity and, provided that such Non-conformity
      is capable of reconstruction and is due to a defect in the Software,
      Fiserv and Client shall utilize commercially reasonable efforts to correct
      or utilize a circumvent procedure to restore system operation within
      twenty-four (24) hours of Fiserv’s receipt of notification of the
      Non-conformity or before the next occurrence of the
      Non-conformity.   Subject to Section 4.10 below, Fiserv
      shall provide such services to Client free of any additional fees and
      charges, including but not limited to any reimbursement for travel of
      Fiserv technical personnel incurred during the resolution of the Level One
      Non-conformity.

                


        

        


        
          	
                  4.6

                	
                  Level
      Two Non-conformity.  Fiserv shall acknowledge receipt of the
      Level Two Non-conformity report within three hours of Client's notice to
      Fiserv.  Fiserv and Client shall use commercially reasonable
      efforts to provide a correction or adopt a circumvent procedure, whichever
      is most reasonable, with respect to a Level Two Non-Conformity within (48)
      forty-eight hours of its receipt of the Level Two Non-Conformity
      report.

                


        

        


        
          	
                  4.7

                	
                  Level
      Three Non-Conformity.  Fiserv and Client shall use commercially
      reasonable efforts to provide a correction or adopt a circumvent
      procedure, whichever is most reasonable, with respect to a Level Three
      Non-Conformity within (5) five business days of its receipt of the Level
      Three Non-Conformity report.

                


        

        


        
          	
                  4.8

                	
                  Level
      Four Non-Conformity.  Fiserv and Client shall use commercially
      reasonable efforts to provide a correction or adopt a circumvent
      procedure, whichever is most reasonable, with respect to a Level Four
      Non-Conformity within (5) business days of its receipt of the
      Non-conformity or the next occurrence of the issue.  If a
      circumvent procedure has been adopted, Fiserv may deliver a software coded
      correction to the Level Four Non-Conformity with the next scheduled base
      release of the Software that is still open for development changes at the
      time of the notice of the Level Four
  Non-Conformity.

                


        

        


        
          	
                  4.9

                	
                  Level
      Five Non-Conformity.  Fiserv shall use commercially reasonable
      efforts to correct a Level Five Non-Conformity with the next Software
      Release open for development at the time of the notice of the Level Five
      Non-Conformity.

                


        

        


        
          	
                  4.10

                	
                  Should
      Fiserv's review of the Non-conformity indicate, in Fiserv's reasonable
      opinion, that the reported problem is not a Software defect but is due to
      other problems including, but not limited to, input not in accordance with
      specifications, Client's abuse or misuse of the Software System, or by a
      modification or addition to the Software System not performed by Fiserv,
      or by Client's failure to properly maintain the Computer System or to
      install the required system software release as instructed by Fiserv,
      then:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Client
      agrees to reimburse Fiserv for the related costs of work performed by
      Fiserv in investigating the problem at Fiserv's then standard professional
      service rates, and

                


        

        
          	
                   
      

                	
                  (ii)

                	
                  Fiserv,
      at Client's request, shall advise Client whether Fiserv can correct or
      assist in resolving such problem, and the terms under which Fiserv shall
      undertake the same.  Upon written acceptance by Client, Fiserv
      shall correct or assist in resolving the problem in accordance with such
      terms.

                


        

        


        
          	
                  4.11

                	
                  The
      Maintenance Fees specified in each Exhibit M-n are subject to annual
      increases on the anniversary date of the Agreement. Unless specified
      otherwise in each Exhibit M-n, the annual increases shall be limited to
      the greater of 3% or the change in the U.S. Department of Labor, Consumer
      Price Index (CPI) for the Urban Wage Earners and Clerical Workers, All
      Cities, (1982 = 100) for the 12 month period preceding the anniversary
      date. Maintenance Fees shall also be subject to reasonable increase
      following delivery of new release(s) of, or modifications or additions to
      the Software or changes in the numbers of accounts processed, user seats,
      or other fee determinant factors.

                


        

        


        
          	
                  4.12

                	
                  Network-related
      problems are not covered under Fiserv's Basic Maintenance
      Service.  In the event Fiserv does provide such service, Client
      agrees to pay Fiserv's then standard professional service
      rates.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  4.13

                	
                  Maintenance
      services in addition to those specified in this Section may be made
      available at Fiserv's then standard professional service rates on a
      mutually agreed schedule.

                


        

         

        5.           Equipment
Terms

        


        
          	
                  5.1

                	
                  Client
      agrees to purchase, and Fiserv agrees to sell, the Computer System
      described in Exhibit M - n in accordance with the terms specified in
      Exhibit L.  Fiserv shall arrange for installation of the
      Computer System in consideration of the Installation Fees listed on
      Exhibit M - n.

                


        

        


        
          	
                  5.2

                	
                  Unless
      the parties agree otherwise in writing, Fiserv shall not be responsible
      for the provision of any maintenance or repairs to the Computer System or
      of any parts or replacements for the Computer
  System.

                


        

        


        6.           Performance

        


        
          	
                  6.1

                	
                  Client
      shall give Fiserv full access to the Location, the Software System, and
      the Computer System to enable Fiserv to provide Services and shall make
      available information, facilities, and services reasonably required by
      Fiserv for the performance of its obligations
  hereunder.

                


        

        


        
          	
                  6.2

                	
                  Work
      in determining the nature of any problem or in making corrections,
      amendments, or additions to the Software System may be carried out at
      Fiserv's site or the Location, at Fiserv's
  option.

                


        

        


        
          	
                  6.3

                	
                  Client
      agrees to maintain the Computer System, Software, and Third Party Software
      in accordance with Fiserv's then current specified minimum configuration
      during the term hereof, or contract with Fiserv to so
    provide.

                


        

        


        7.           Warranties

        


        
          	
                  7.1

                	
                  Fiserv
      warrants that the Software will perform the functions specified in the
      Documentation.  Fiserv will promptly provide replacements or
      corrections to any part of the Software that does not so perform where
      such failure is material, provided that Fiserv is notified in
      writing.  This warranty shall not apply if the problem is caused
      by unauthorized modification to the Software System, use of the Software
      in combination with non-Fiserv provided software, or by incorrect
      Use.  Client acknowledges that the Software System is designed
      to operate on the Computer System and that the warranties given by Fiserv
      are conditional upon the procurement and maintenance by Client of the
      Computer System in accordance with the then current specified
      configuration.

                


        

        


        
          	
                  7.2

                	
                  Fiserv
      warrants that it has the right to License the Use of Software and has not
      knowingly

                


        

        
           

          
            	
                     
      

                  	
                    (i)

                  	
                    infringed
      a patent, copyright, or other proprietary right,
  or

                  


          

          
            	
                     
      

                  	
                    (ii)

                  	
                    misappropriated
      a trade secret of a Third Person enforceable in the
    Location.

                  


          

           

        

        8.           Indemnity

        


        
          	
                  8.1

                	
                  Fiserv
      shall indemnify Client and hold it harmless against any claim or action
      alleging Use of Software infringes a patent, copyright, or other
      proprietary right of a Third Party enforceable in the
      Location.  Client agrees to notify Fiserv promptly in writing of
      any such claim and grants Fiserv sole right to control the defense and
      disposition of such claim.  Subject to Section 9 of the
      Agreement, Fiserv shall reimburse the Client for reasonable direct
      expenses incurred as a result of any such
claim.

                


        

        


        
          	
                  8.2

                	
                  If,
      as a result of such claim, Fiserv or Client is permanently enjoined from
      using Software by a final, non-appealable decree, Fiserv, at its sole
      option and expense, may (i) procure for Client the right to continue to
      use Software or (ii) provide a replacement or modification for Software so
      as to settle such claim.  If Software modification or
      replacement is not reasonably practical in Fiserv's sole opinion, Fiserv
      shall discontinue and terminate this License upon written notice to Client
      and shall refund to Client the Total License Fees paid to Fiserv for the
      affected Software.  In making this determination, Fiserv will
      give due consideration to all factors, including financial
      expense.

                


        

        


        
          	
                  8.3

                	
                  The
      foregoing states Fiserv's entire liability for the infringement of any
      copyrights, patents, or other proprietary rights by Software or any part
      thereof, and Client hereby expressly waives any other liabilities on the
      part of Fiserv arising therefrom.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  8.4

                	
                  Fiserv
      shall have no liability for any claim based
upon

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Use
      of any part of Software in combination with materials or software not
      provided by Fiserv; or

                


        

        
          	
                   
      

                	
                  (ii)

                	
                  modifications
      made by Client or any Third Party.

                


        

         

        9.           Title

        


        
          	
                  9.1

                	
                  Nothing
      in this Exhibit shall convey to Client any title to or any rights in
      Software, including but not limited to all proprietary rights or ownership
      of any modifications.  Client's sole right in relation to
      Software or any modifications is Use of the same in accordance with the
      terms and conditions hereof.

                


        

        


        
          	
                  9.2

                	
                  The
      Software System and all modifications, enhancements, or upgrades made
      thereto, and all patents, copyrights, or other proprietary rights related
      to each of the above are the sole and exclusive property of Fiserv or its
      suppliers, whether made by Fiserv, Client, or any of their employees or
      agents.  Client shall execute documents reasonably required by
      Fiserv to perfect such rights.

                


        

        


        
          	
                  9.3

                	
                  All
      information, reports, studies, object or source code, flow charts,
      diagrams, and other tangible or intangible material of any nature
      whatsoever produced by or as a result of any of the services performed
      hereunder by Fiserv or jointly with Client, shall be the sole and
      exclusive property of Fiserv or its corporate parent.  Client
      shall be entitled to Use all such work product produced by Fiserv in
      accordance with the terms and conditions
hereof.

                


        

        


        10.           Termination

        


        
          	
                  10.1

                	
                  The
      termination of this Agreement shall automatically, and without further
      action by Fiserv, terminate and extinguish the License, and all rights in
      and to the Software System shall automatically revert irrevocably to
      Fiserv.  Fiserv shall have the right to take immediate
      possession of the Software System and all copies thereof wherever located
      without further notice or demand.

                


        

        


        
          	
                  10.2

                	
                  If
      Client violates any of the Non-Assignment, License, or Use provisions of
      this Exhibit, or confidentiality provisions of the Agreement as relates to
      Software, and fails to remedy any such breach within 5 days of notice
      thereof from Fiserv, Fiserv may terminate this Exhibit without further
      notice.

                


        

        


        11.           Non-Assignment

        


        
          	
                  11.1

                	
                  In
      the event of the sale of 50% or more of Client's common stock, or the sale
      of all or substantially all of Client's assets, or in the event of any
      merger in which Client is not the surviving organization, Client may
      transfer this Exhibit upon Fiserv's prior written consent (which consent
      shall not be unreasonably withheld) and upon payment of a mutually agreed
      to additional license fee for such transfer.  Notwithstanding
      the foregoing, no additional license fee shall be required in the event
      that, following any such permitted transfer of this Exhibit, the software
      and services provided hereunder shall continue to be used solely by Client
      (as that entity existed immediately preceding the acquisition) for the
      limited purpose of supporting its normal business operations (as
      determined by the business operations of Client immediately preceding the
      acquisition) in strict accordance with the terms of the Agreement,
      including this Exhibit M, and provided that both Client and the acquiring
      entity agree in writing to be bound by and to fully and faithfully comply
      with the terms and conditions of the Agreement, including this Exhibit M
      (or, in the case of Client, reaffirm such obligations), and to the
      foregoing limitation on use.  If at any time Fiserv, in its sole
      and reasonable discretion, determines that software and/or services are
      being utilized (i) by, or for the benefit of any party other than Client
      (as that entity existed immediately preceding the acquisition), (ii) for
      business operations of Client other than those as they existed immediately
      preceding the acquisition, or (iii) otherwise in breach of the Agreement,
      then Fiserv, in addition to any other rights and remedies which may be
      available to Fiserv pursuant to the Agreement or
      otherwise,  reserves the right to require the payment by Client
      and/or the acquiring entity of additional license fees.  Client
      agrees that, if requested by Fiserv, Client shall reimburse Fiserv for
      reasonable administrative costs incurred in connection with any transfer
      hereunder, which administrative fees shall not exceed
    $5,000.

                


        

        


        
          	
                  11.2

                	
                  If
      the organization acquiring Client's common stock, assets, or surviving a
      merger is an organization deriving more than 5% of its gross revenues from
      providing service bureau, time share, computer software consulting
      services, computer software licensing, or computer hardware sales, Fiserv
      shall be under no obligation to consent to such
  transfer.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        12.           Exclusivity

         

        
          	
                  12.1

                	
                  Notwithstanding
      anything to the contrary contained elsewhere in the Agreement, the parties
      acknowledge and agree that Section 15(k) of the Agreement shall not apply
      with respect to this Exhibit M and, instead, the parties expressly agree
      to be bound by the following:

                


        

         

        Exclusivity.  Client
agrees that Fiserv shall be the sole and exclusive provider of the services that
are the subject matter of this Exhibit M.  For purposes of the
foregoing, the term "Client" shall include Client affiliates.  During
the term of this Agreement, Client agrees not to enter into an agreement with
any other entity to provide these services (or similar services) without
Fiserv's prior written consent.  If Client is acquired by another
entity, the exclusivity provided to Fiserv hereunder shall apply with respect to
the level or volume of these services provided immediately prior to the signing
of the definitive acquisition agreement relating to such acquisition and shall
continue with respect to the level or volume of these services until any
termination or expiration of this Agreement.  If Client acquires
another entity (“Client Acquired Entity”), the exclusivity provided to Fiserv
hereunder shall take effect with respect to such Client Acquired Entity as soon
as practicable after termination of such Client Acquired Entity’s previously
existing arrangement for these services.  However, Client may request,
in writing to Fiserv (setting forth the basis upon which such request is made)
given not more than 30 days following the acquisition of a Client Acquired
Entity, that the obligations set forth in the preceding sentence be waived with
respect to that particular Client Acquired Entity (“Exception
Request”).  Upon receipt by Fiserv of any such Exception Request,
Fiserv shall, in good faith, 1) consider such Exception Request, 2) engage in
discussions with Client as to such Exception Request and 3) make a determination
as to whether or not the exclusivity obligations required by this Agreement
shall be waived with respect to the particular Client Acquired Entity specified
in the Exception Request.  Fiserv reserves the right to condition the
granting of any such Exception Request, in whole or in part, upon the acceptance
by Client of such terms and conditions as Fiserv, in its sole discretion, deems
appropriate (“Conditions”).  No waiver granted by Fiserv hereunder
shall be binding upon Fiserv unless and until the same has been reduced to
writing (which writing shall include any Conditions and shall specifically
reference this Exhibit M and the Exception Request being granted) and signed by
both Fiserv and Client.  Any decision rendered by Fiserv in accordance
with this Section shall be final and binding upon the parties.  The
granting or approval by Fiserv of any Exception Request shall not be deemed or
otherwise construed to render unnecessary Fiserv’s approval to or of any
subsequent Exception Request.

        

          
            

          

           

        

        IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit M to the Agreement to be executed by their duly
authorized representatives as of the date indicated below.

         

         

        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          Exhibit M
–1

        

         

        
          Comprehensive Banking System
(CBS)

        

         

        SOFTWARE
LICENSE:

         

        
          
            
              	
                      CBS
      Enterprise Banking Solution Modules

                    	
                      A.  CBS
      Core Applications1:

                      CBS
      Common File Subsystem

                      CBS
      Customer Information File Subsystem

                      CBS
      General Ledger Subsystem

                      CBS
      Universal Loans Subsystem

                      CBS
      Financial Transaction Management Subsystem

                      CBS
      Time Subsystem

                      CBS
      Transaction Subsystem

                      CBS
      ACH Origination

                      CBS
      Account Reconciliation

                      CBS
      Safe Deposit

                      CBS
      Chargeback Subsystem

                      CBS
      FHLMC & FNMA Reporting

                       

                      CBS
      Reserve Reallocation

                      CBS
      Auditor’s Loan Extract

                       

                      B.  Electronic
      Delivery Management:

                      CBS
      ATM Card Management Module

                      CBS
      Transaction Authorization Module

                       

                      C.  Other CBS
      Software Applications:

                      CBS
      Loan Collection System (BCAS)

                      CBS
      Branch Delivery Account Sales and Teller2

                       

                      D.  Standard
      Interfaces

                      ATM
      Network Switch Interface (MAC and Fiserv EFT)

                      Host
      Teller and Application Interface

                      IPS
      Sendero Asset / Liability Interface

                      IPS
      Sendero Budget and Planning Interface

                      IPS
      Sendero Customer Profitability Interface

                      ImageSoft
      Nautilus Match Item Control Interface

                      Thomson
      Financial OFAC Interface 3

                      Voice
      Response Interface

                       

                      E.  Complementary
      Product Applications:

                      IPS
      Customer Profitability for Windows

                      IPS
      Product Profitability upgrade to Windows/Level III

                      IPS
      Organizational Profitability Upgrade to Windows/Level III

                      IPS
      Accounts Payable with ACH for Windows

                      IPS
      Accounts Payable Create-a-Check

                      IPS
      Fixed Assets for Windows

                      IPS
      Executive Insight
-  Network

                    


            

          

          

            

          

          
            1 Fiserv
will provide Source Code for CBS Core Applications.

          

          
            2 Fiserv
may discontinue Maintenance Services for CBS Branch Delivery (Account Sales and
Teller) prior to the expiration of the Agreement by providing Client with not
less than twelve (12) months written notice.

            3The
Thomson Financial OFAC Interface is designed and intended to be used with the
Thomson Financial Publishing AS/400 FACFilterTM
product.

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              Exhibit M
–1

              


              Comprehensive Banking System
(CBS)

               

              SOFTWARE LICENSE:

               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Documentation

                                              	
                                                Comprehensive
      Banking System CD-Rom

                                                 

                                              
	
                                                Computer
      System

                                              	
                                                As
      per Exhibit L – 1

                                                 

                                              
	
                                                Third
      Party Software

                                              	
                                                TBD

                                                 

                                                Third
      Party Software shall be provided by Fiserv in accordance with the Terms
      and Conditions of Exhibit L, provided Client and Fiserv have executed a
      related Exhibit L-n

                                              
	
                                                Location

                                              	
                                                222
      North School Street, Honolulu, Hawaii 96817

                                              
	
                                                Archive
      Site

                                              	
                                                 
      TBD

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit M
–1

      


      Comprehensive Banking System
(CBS)

      


      


      
        
          
            	
                    Software
      License Fees:

                  
	
                    Initial
      license fees to process up to 425,000 Accounts in the
      software system

                    A.
      CBS Core Application License Fees:

                    Account
      Tier:

                         Initial
      200,000 Accounts

                         200,001
      – 275,000

                         275,001
      – 350,000

                         350,001
      – 425,000

                    CBS
      Auditor’s Loan Extract

                     

                    B.
      Electronic Delivery Management License Fees:

                    CBS
      ATM Card Management and  Transaction Authorization
      Modules

                     

                    C.
      Other CBS Software Application License Fees:

                    CBS
      Loan Collection System (BCAS)

                    CBS
      Branch Delivery- 220  Combined  Account Sales &
      Teller workstations

                    CBS
      Branch Delivery- 170 additional Combined Account Sales and Teller
      workstations

                     

                    D.
      Standard Interface License Fees:

                    ATM
      Network Switch Interface

                           -
      MAC

                           -
      Fiserv EFT

                    Host
      Teller and Application Interface 

                    IPS
      Sendero:

                           -
      Asset / Liability Interface

                           -
      Customer Profitability Interface

                           -
      Budget and Planning Interface

                    ImageSoft
      Nautilus Match Item Control Interface

                    Thomson
      Financial OFAC Interface

                    Voice
      Response Interface

                     

                    E.
      Complementary Product License Fees:

                    IPS
      Customer Profitability for Windows

                    IPS
      Product Profitability upgrade to Windows/Level III

                    IPS
      Organizational Profitability Upgrade to Windows/Level III

                    IPS
      Accounts Payable with ACH for Windows

                    IPS
      Accounts Payable Create-a-Check

                    IPS
      Fixed Assets for Windows

                    IPS
      Executive Insight -  Network

                    Check
      Free VRU TouchTone Banking Interface

                     

                    Subtotal
      License Fees

                     

                  	
                      

                      

                    
                    

                     

                    $  275,000.00

                    $    97,750.00

                    $    97,750.00

                    $    97,750.00  (Waived)

                    $      3,500.00

                        

                    $     50,000.00

                     

                     

                    $     20,000.00

                    $   368,300.00

                    $   266,050.00
      (Waived)

                     

                     

                     

                    $     75,000.00

                    $     50,000.00
      (Waived)

                    $     60,000.00

                    $       8,800.00

                     

                     

                    $     10,000.00

                    $       2,500.00

                    $   117,010.00

                     

                     

                    $     39,500.00

                    $     23,500.00

                    $     23,500.00

                    $       4,600.00

                    $       1,000.00

                    $       3,750.00

                    $     39,500.00

                    $     17,500.00

                     

                    $
      1,752,260.00

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit M
–1

    
      


      Comprehensive Banking System
(CBS)

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Software
      License Fees (continued)

                                                                      	 
      
	
                                                                        Initial
      license fees to process up
      to 425,000
      Accounts in the Software System

                                                                         

                                                                        Less:
      Discounts Awarded under former License and Service

                                                                        Agreement
      #380165

                                                                         

                                                                        Less:
      License Fees waived under this Exhibit

                                                                         

                                                                        Total
      License Fees

                                                                         

                                                                        Less:
      License Fees previously Paid under former License and Service Agreement
      #3810165

                                                                         

                                                                        License Fees Added this
      Exhibit

                                                                         

                                                                      	
                                                                        ($   242,016.00)

                                                                         

                                                                        ($   413,800.00)

                                                                         

                                                                         $
      1,096,444.00

                                                                         

                                                                        ($   900,944.00)

                                                                         

                                                                        $     195,500.00

                                                                         

                                                                      
	
                                                                        License
      Fee Payment Timetable

                                                                      	 
      	
                                                                        Amount
      Payable

                                                                      
	
                                                                        100%
      due  upon execution of this Exhibit

                                                                      	
                                                                        $195,500.00

                                                                      
	
                                                                        Total
      Amount Due

                                                                      	
                                                                        $195,500.00

                                                                      
	
                                                                        Each
      additional increment of 75,000 Accounts for CBS Core Applications4

                                                                      	
                                                                        Additional
      $ 97,750.00 ea.

                                                                      	 
      
	
                                                                        Maximum
      Accounts Licensed or processed

                                                                      	
                                                                        Core
      Applications

                                                                      	
                                                                        425,000

                                                                      
	
                                                                        User/Seat
      Limitations

                                                                      	
                                                                        Branch
      Delivery Combined Account Sales and Teller workstations

                                                                      	
                                                                        390

                                                                      
	 
      	 
      	 
      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        

      

       

        4 Incremental Account Fees do not include
additional License and Maintenance Fees for additional
Accounts/Workstations/Users/seats for CBS Electronic Delivery Management, CBS
Loan Collection, and/or CBS Branch Delivery applications which are available by
separate addendum.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit M
–1

     

    
      MAINTENANCE
SERVICES:

      


      
        	
                A.  

              	
                Basic
      Maintenance Services

              


      

    

     

    
      
        
          
            
              	
                      CBS
      Software Modules:

                    	 
      
	
                      Up
      to 350,000 Accounts 5

                      A.  CBS
      Core Applications:

                      CBS
      Common File Subsystem

                      CBS
      Customer Information File Subsystem

                      CBS
      General Ledger Subsystem

                      CBS
      Universal Loans Subsystem

                      CBS
      Financial Transaction Management Subsystem

                      CBS
      Time Subsystem

                      CBS
      Transaction Subsystem

                      CBS
      ACH Origination

                      CBS
      Account Reconciliation

                      CBS
      Safe Deposit

                      CBS
      Chargeback Subsystem

                      CBS
      FHLMC & FNMA Reporting

                      CBS
      Reserve Reallocation

                      CBS
      Auditor’s Loan Extract

                       

                      B.  Electronic
      Delivery Management:

                      CBS
      ATM Card Management Module

                      CBS
      Transaction Authorization Module

                      ATM
      Network Switch Interface (MAC and Fiserv EFT)

                       

                      C.  Other CBS
      Software Applications:

                      CBS
      Branch Delivery Account Sales and Teller

                      Host
      Teller and Application Interface

                      CBS
      Loan Collection System (BCAS)

                       

                      D.  Standard
      Interfaces

                      IPS
      Sendero Asset / Liability Interface

                      IPS
      Sendero Budget and Planning Interface

                      IPS
      Sendero Customer Profitability Interface

                      ImageSoft
      Nautilus Match Item Control Interface

                      Thomson
      Financial OFAC Interface

                      Voice
      Response Interface

                       

                      Total
      Annual Maintenance Fee:

                       

                    	
                       

                      $
      98,000.00*

                      Included
      in Core*

                      Included
      in Core*

                      Included
      in Core*

                      Included
      in Core*

                      Included
      in Core*

                      Included
      in Core*

                      Included
      in Core*

                      $   3,000.00

                      $   3,000.00

                      $   2,000.00

                      $   1,900.00

                      $   5,000.00

                      Included
      in Core*

                      $      735.00

                       

                      $
      26,814.00**

                      Included
      Above**

                      Included
      Above**

                      Included
      Above**

                       

                      $118,699.00***

                      Included
      Above***

                      Included
      Above***

                      $  15,500.00

                       

                       

                      $   2,000.00

                      $      600.00

                      $      600.00

                      $   2,206.00

                      $      794.00

                      $   5,513.00

                       

                      $286,361.00

                    
	
                      Each
      additional increment of 75,000 Accounts for CBS Core Applications 5

                    	
                      $19,500
      / yr.

                    


            

          

        

      

      

        

      

       

        5  Client
will pay additional maintenance on Accounts above 350,000 when actual usage
exceeds 350,000 Accounts.

         

        
          Notwithstanding
Section 4.2 of Exhibit M, the parties acknowledge and agree that Basic
Maintenance Services to be provided hereunder for CBS Software listed in the
above Basic Maintenance Services table shall begin upon the Effective Date and
shall continue for a period of 10 years.  Thereafter, the provision of
Basic Maintenance Services by Fiserv shall automatically renew for successive
5-year terms at Fiserv’s then current fees for all modules then licensed
pursuant to this Exhibit M – 1, unless either party provides written notice to
the other party 90 days prior to the expiry of the then current
term.

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Exhibit M
–1

           

          
            	
                    B.  

                  	
                    
                      Basic
      Maintenance Fee Payment
Timetable

                    

                  


          

           

          Notwithstanding
Exhibit I Section 1(d), Maintenance Fees will continue to be billed by Fiserv
and paid by Client in accordance with Amendment 6 of Agreement Number 3810165
through the later of February 28, 2005 or date of the conversion merger between
Client and City Bank.  Thereafter, Annual Maintenance Fees will be
billed by Fiserv and paid by Client, monthly in advance, based on the amount
shown above.  Notwithstanding Section 4.11 of Exhibit M, the
Maintenance Fees specified in this Exhibit M-1 are subject to an annual increase
limited to the greater of 3% or the change in the U.S. Department of Labor,
Consumer Price Index (CPI) for the Urban Wage Earners and Clerical Workers, All
Cities, (1982=100).

           

          
            	
                    C.  

                  	
                    
                      
                        Fiserv CBS Normal Business
      Hours: 8:30 a.m. to 5:30
      p.m., Eastern Time.

                      

                    

                  



            	
                    D.  

                  	
                    
                      
                        Additional Terms and
      Conditions:

                      

                    

                  


          

          


          
            	
                     
      

                  	
                    ›

                  	
                    For
      the purposes of this Exhibit M – 1, ‘Accounts’ shall mean the total number
      of individually designated accounts processed by the Transaction, Time and
      Loan subsystem of the Software.

                  


          

          
            	
                     
      

                  	
                    ›

                  	
                    For
      the purposes of this Exhibit M – 1, the parties acknowledge and agree that
      Section 7.1 of Exhibit M shall be replaced with the
    following:

                  


          

          Fiserv
warrants that Software will perform the functions specified in the
Documentation.  Subject to Section 4.4 and 4.10 of this Exhibit, for a
period of ninety (90) days after delivery, Fiserv will promptly provide
replacements or corrections to any part of the Software that does not so perform
where such failure is a Level One, Level Two, or Level Three
Non-conformity.  This warranty shall not apply if the problem is
caused by unauthorized modification to the Software System, use of the Software
in combination with non-Fiserv provided software, or by incorrect
Use.  Client represents that the Software System is designed to
operate on the Computer System and that the warranties given by Fiserv are
conditional upon the procurement and maintenance by Client of the Computer
System in accordance with the then current specified configuration.

          


          


          IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit M-1 to the Agreement to be executed by their
duly authorized representatives as of the date indicated below.

           

          
             

            
              
              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Central
      Pacific Bank

                                                    	 
      	
                                                      Fiserv
      Solutions, Inc.

                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                      By:

                                                    	
                                                      /s/
      Denis K. Isono

                                                    	 
      	
                                                      By:

                                                    	
                                                      /s/
      Robert Lowe

                                                    
	
                                                      Name:

                                                    	
                                                      Denis
      K. Isono

                                                    	 
      	
                                                      Name:

                                                    	
                                                      Robert
      Lowe

                                                    
	
                                                      Title:

                                                    	
                                                      Executive
      Vice President

                                                    	 
      	
                                                      Title:

                                                    	
                                                      SVP
      Global Finance

                                                    
	
                                                      Date:

                                                    	
                                                      December
      30, 2004

                                                    	 
      	
                                                      Date:

                                                    	
                                                      January
      1, 2005

                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                      By:

                                                    	
                                                      /s/
      Glenn K.C. Ching

                                                    	 
      	 
      	 
      
	
                                                      Name:

                                                    	
                                                      Glenn
      K.C. Ching

                                                    	 
      	 
      	 
      
	
                                                      Title:

                                                    	
                                                      Senior
      Vice President

                                                    	 
      	 
      	 
      
	
                                                      Date:

                                                    	
                                                      December
      30, 2004

                                                    	 
      	 
      	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
              

               

            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Exhibit M
–2

          


          


          Comprehensive Banking System
(CBS)

          


          SOFTWARE
LICENSE:

        

        
          
            
              
                	
                        SOFTWARE

                      
	
                        Other
      CBS Software Applications

                      	
                        CBS
      Loan Collection System Upgrade (BCAS)

                        Vqueue
      (6 workstations)

                         

                      


              

            

          

        

      

    

     

    
      SOFTWARE
LICENSE FEES:

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            Initial
      license fees
      to process up to 400,000 Accounts in the Software
      System

                                                                                             

                                                                                            Other
      CBS Software Application License Fees:

                                                                                            CBS
      Loan Collection System Upgrade (BCAS)

                                                                                            Vqueue
      (6 workstations)

                                                                                             

                                                                                            Total
      License Fees

                                                                                             

                                                                                          	
                                                                                              

                                                                                              

                                                                                              

                                                                                             

                                                                                            $52,500.00

                                                                                            $  3,000.00

                                                                                            
                                                                                            

                                                                                             

                                                                                            $55,500.00

                                                                                          
	
                                                                                            Each
      additional increment of 75,000 Accounts for CBS Loan Collection System
      Upgrade (BCAS)

                                                                                             

                                                                                            Each
      additional Vqueue workstation

                                                                                          	
                                                                                             

                                                                                            Additional
      $5,000.00 ea.

                                                                                             

                                                                                            Additional
      $500.00 ea.

                                                                                             

                                                                                          
	
                                                                                            Maximum
      Accounts Licensed or processed

                                                                                          	
                                                                                            CBS
      Loan Collection System Upgrade (BCAS)

                                                                                          	
                                                                                            400,000

                                                                                          
	
                                                                                            User/Seat
      Limitations

                                                                                          	
                                                                                            Vqueue:

                                                                                          	 
      
	 
      	
                                                                                                -
      Vqueue workstations (new)

                                                                                          	
                                                                                            6

                                                                                          
	 
      	
                                                                                                -
      Vqueue workstations (transferred from City Bank)

                                                                                          	
                                                                                            14

                                                                                          
	 
      	
                                                                                                -
      Total
      Vqueue workstations

                                                                                          	
                                                                                            20

                                                                                          
	 
      	
                                                                                            Text-based
      inquiry only users

                                                                                          	
                                                                                            Unlimited

                                                                                          
	
                                                                                             

                                                                                            License
      Fee Payment Timetable

                                                                                          	
                                                                                             
      Due On or Before:

                                                                                          	
                                                                                            Amount
      Payable:

                                                                                          
	
                                                                                            100%
      upon execution of this Exhibit

                                                                                          	
                                                                                            $55,500.00

                                                                                          
	
                                                                                            Total
      Amount Due

                                                                                          	
                                                                                            $55,500.00

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit M-2

      


      MAINTENANCE
SERVICES :

      


      A.           Basic
Maintenance Services

      


      
        
          
            
              
                
                  	
                          CBS
      Loan Collection System Upgrade (BCAS)1

                              -
      Up to 400,000
      Accounts

                        	
                           

                          Annual
      Maintenance Fee.- $15,500.00

                           

                        
	
                          Each
      additional increment of 75,000 Accounts for CBS Loan Collection System
      Upgrade (BCAS)

                           

                          Each
      additional Vqueue workstation

                        	
                           

                          Additional
      $1,000.00 ea.

                           

                          Additional
      $100.00
ea.

                        


                

              

            

          

        

      

      

        

      

       

        1 The
Annual Maintenance Fee for the CBS Loan Collection System Upgrade (BCAS) is
included in the Annual Maintenance Fee listed in section A of Basic Maintenance
Services of Exhibit M-1.

      

    

     

    
      Notwithstanding
Section 4.2 of Exhibit M, the parties acknowledge and agree that Basic
Maintenance Services to be provided hereunder for CBS Software listed in the
above Software License section shall begin upon the Effective Date and shall
continue of a period of 10 years.  Thereafter, the provision of Basic
Maintenance Services by Fiserv shall automatically renew for successive 5-year
terms at Fiserv’s then current fees for all modules then licensed pursuant to
this Exhibit M – 2, unless either party provides written notice to the other
party 90 days prior to the expiry of the then current term.

      


      B.       Basic
Maintenance Fee Payment Timetable

      


      Annual
Maintenance Fees will be billed by Fiserv and paid by Client, monthly in
advance, based on the amount shown above.  Notwithstanding Section
4.11 of Exhibit M, the Maintenance Fees specified in this Exhibit M-2 are
subject to an annual increase limited to the greater of 3% or the change in the
U.S. Department of Labor, Consumer Price Index (CPI) for the Urban Wage Earners
and Clerical Workers, All Cities, (1982=100).

      


      


      PROFESSIONAL
SERVICES:

       

      C.       Professional
Services: Implementation

      Pursuant
to Section 3 of Exhibit M,
Client shall pay for the implementation services
below.  Implementation fee does not include travel and living expenses
which shall be billed separately to the Client.

      


      
        
          
            
              
                
                  
                    
                      	
                              Implementation
      Services

                            
	
                               

                              Description

                            	
                              Professional
      Services

                              Fee
      Estimate

                            
	
                              Implementation
      Services1

                            	
                              $10,000.00

                            


                    

                  

                

              

            

          

        

      

      

        

      

      
        1
Uni-Source will provide Client with the Implementation Services for Vqueue
listed in section C of this Exhibit M-2.

      

    

     

    
      D.       Professional
Services Fees Payment Timetable: Implementation Services

      Fiserv
will invoice and Client agrees to pay monthly for professional services provided
in a given month. Services related to implementation services shall be invoiced
based on Fiserv’s then current professional service rates. Fees do not include
travel and living expenses, which will be billed separately to
Client.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit M-2

       

      
        E.       Fiserv
CBS Normal Business Hours: 8:30
a.m. to 5:30 p.m., Eastern Time.

         

        F.       Additional
Terms and Conditions:

      

      


      
        	
                 
      

              	
                ›

              	
                For
      the purpose of this Exhibit M – 2, ‘Accounts’ shall mean the total number
      of individually designated accounts processed by the Transaction, Time and
      Loan subsystem of the Software.

              


      

      
        	
                 
      

              	
                ›

              	
                For
      the purpose of this Exhibit M – 2, the parties acknowledge and agree that
      Section 7.1 of Exhibit M shall be replaced with the
    following:

              


      

      Fiserv
warrants that Software will perform the functions specified in the
Documentation.  Subject to Section 4.4 and 4.10 of Exhibit M, for a
period of ninety (90) days after delivery, Fiserv will promptly provide
replacements or corrections to any part of the Software that does not so perform
where such failure is a Level One, Level Two, or Level Three
Non-conformity.  This warranty shall not apply if the problem is
caused by unauthorized modification to the Software System, use of the Software
in combination with non-Fiserv provided software, or by incorrect
Use.  Client represents that the Software System is designed to
operate on the Computer System and that the warranties given by Fiserv are
conditional upon the procurement and maintenance by Client of the Computer
System in accordance with the then current specified configuration.

      


      


      IN
WITNESS WHEREOF, the parties hereto have caused this Exhibit M-2 to the
Agreement to be executed by their duly authorized representatives as of the date
indicated below.

      


       

      
        
          
            
            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Central
      Pacific Bank

                                                  	 
      	
                                                    Fiserv
      Solutions, Inc.

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Denis K. Isono

                                                  	 
      	
                                                    By:

                                                  	
                                                    /s/
      Robert Lowe

                                                  
	
                                                    Name:

                                                  	
                                                    Denis
      K. Isono

                                                  	 
      	
                                                    Name:

                                                  	
                                                    Robert
      Lowe

                                                  
	
                                                    Title:

                                                  	
                                                    Executive
      Vice President

                                                  	 
      	
                                                    Title:

                                                  	
                                                    SVP
      Global Finance

                                                  
	
                                                    Date:

                                                  	
                                                    December
      30, 2004

                                                  	 
      	
                                                    Date:

                                                  	
                                                    January
      1, 2005

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Glenn K.C. Ching

                                                  	 
      	 
      	 
      
	
                                                    Name:

                                                  	
                                                    Glenn
      K.C. Ching

                                                  	 
      	 
      	 
      
	
                                                    Title:

                                                  	
                                                    Senior
      Vice President

                                                  	 
      	 
      	 
      
	
                                                    Date:

                                                  	
                                                    December
      30, 2004

                                                  	 
      	 
      	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

      Exhibit
Q

       

      Professional
Services

      


      Client agrees with Fiserv as
follows:

      


      1.  Professional
Services.  Fiserv will provide Client with professional
services related to Services ("Professional Services") for particular projects
as described in a uniquely numbered, separate Project Requirement Definition
Authorization or similar statement of work attached hereto as Exhibit Q – n
(each hereinafter referred to as “PRDA” or “Work Order”).

      


      Fiserv agrees to provide access to
Fiserv personnel as at the rates and fees specified in each Exhibit
Q-n.  All Professional Services shall be performed in accordance with
the procedures set forth below.  Client may request Fiserv to provide
additions and changes to Professional Services.  Any such additions or
changes shall be provided upon mutual agreement of the parties and shall be at
Fiserv’s then current professional service rates .  Any dates for
performance are dependent upon the timely performance by each party of the tasks
assigned under the project plans for such PRDA or Work Order.

      


      (a) Business
Requirements.  All Professional Services to be performed by
Fiserv hereunder shall be based upon the Business Requirements of
Client.  “Business Requirements” means the description of the Client’s
business needs and the functionality requirements.  Client shall
cooperate with Fiserv in connection with the provision of Professional Services
and shall provide Fiserv with all necessary information concerning its Business
Requirements or other information requested by Fiserv for the performance of its
obligations under the Agreement, provided that such requests are reasonable and
are made in a timely manner.  Fiserv shall review and suggest
revisions to such Business Requirements on a timely basis.  The
parties shall mutually agree in writing on the final Business Requirements. Any
customizations, modifications, enhancements to the unmodified software required
to meet Client’s Business Requirements shall be provided by Fiserv in accordance
with the terms and conditions specified in Exhibit H, provided that Client and
Fiserv have executed a mutually agreed upon Exhibit H-n.

      


      (b) Project Plan. Fiserv
shall develop a Project Plan for the Professional Services based on the Business
Requirements within 15 business days after receipt of the Business
Requirements.  The Project Plan shall contain a listing of the nature
and timing of tasks for the Professional Service project, some of which are to
be performed by Fiserv and some by Client.  Client and Fiserv shall
mutually agree on the Project Plan.  Thereafter, Client will be
provided a copy of the weekly updates to the Project Plan.  Fiserv and
Client shall utilize their commercially reasonable efforts to meet the dates set
forth in the Project Plan.  Modifications, changes, enhancements,
upgrades, or additions to the agreed upon work beyond those stated in the
Project Plan shall be added only upon mutual written agreement.  In
the event the parties agree to add any such items, the Project Plan shall
automatically be modified to the extent necessary to allow for the inclusion or
provision of the items.  Any such items may result in a change in the
Professional Service Fees (as defined below).

      


      2.  Professional Services
Fees.  ‘Professional
Services Fees’ means the greater of the sums of amounts derived by multiplying
either the minimum number of days specified in each Exhibit Q – n or the number
of days or fractions of days worked within each grade by the daily fee rate as
identified in each Exhibit Q – n.  Additional fees may be raised in
respect of hours worked outside these at the request of Client at the rates
previously agreed in writing by Client.

      


      (a)
Client shall pay Fiserv the fees and other charges for as specified in each
Exhibit Q-n ("Professional Service Fees").  The daily rates quoted
therein will be valid for 12 months unless otherwise stated in Exhibit Q -
n.  Thereafter, they will be subject to change by Fiserv on one
month's notice to Client.  A higher rate may be applied for an
individual whose support to Client has advanced to a new job grade or after one
month's notice if such individual's general development warrants a job upgrade
by Fiserv.

      


      (b) Client agrees to pay the reasonable
travel and living expenses of any Fiserv employees and Fiserv authorized
contractors who render services at any Client site in connection with
Professional Services.  All such expenses shall meet the guidelines
established by the Fiserv Travel Policy, a copy of which shall be provided to
the Client, except that Client shall have the right to arrange
Fiserv  lodging at Client’s preferred lodging location, provided that
such accommodations in Fiserv’s judgment meets a reasonable standard of
cleanliness, safety and proximity to the work site.  All travel and
living expenses shall be itemized on invoices submitted by Fiserv.

      


      3. Professional Service Project
Termination.  At Client's sole option, Client may terminate any
PRDA or Work Order upon 30 days' prior written notice to Fiserv, provided that
Client agrees to pay Fiserv for any and all Professional Service Fees for
professional services rendered prior to the effective date of
termination.  In no event shall Fiserv be liable for a refund of any
Professional Service Fees already paid by Client.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                 4.
Rescheduling.  If
Client is unable to provide access to required facilities or personnel or is
unable to meet its tasks assigned on a Project Plan in a timely manner, Fiserv
will endeavor to reschedule tasks to minimize non-productive
time.  All such non-productive time is chargeable to
Client.  If such non-productive time is expected to be significant,
Fiserv will endeavor to reassign its personnel to other suitable
work.  In this event, Client will not be charged for the time
personnel were reassigned.

      


      5. Exclusivity.  Notwithstanding
anything to the contrary contained elsewhere in the Agreement, the parties
acknowledge and agree that the exclusivity required by Section 15 (k) of the
Agreement shall not apply with respect to the Professional Services provided to
Client pursuant to this Exhibit Q.

      


      

        
          

        

      

      


      IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit Q to the Agreement to be executed by their duly
authorized representatives as of the date indicated below.

       

      
        
           

          
            
            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Central
      Pacific Bank

                                                  	 
      	
                                                    Fiserv
      Solutions, Inc.

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Denis K. Isono

                                                  	 
      	
                                                    By:

                                                  	
                                                    /s/
      Robert Lowe

                                                  
	
                                                    Name:

                                                  	
                                                    Denis
      K. Isono

                                                  	 
      	
                                                    Name:

                                                  	
                                                    Robert
      Lowe

                                                  
	
                                                    Title:

                                                  	
                                                    Executive
      Vice President

                                                  	 
      	
                                                    Title:

                                                  	
                                                    SVP
      Global Finance

                                                  
	
                                                    Date:

                                                  	
                                                    December
      30, 2004

                                                  	 
      	
                                                    Date:

                                                  	
                                                    January
      1, 2005

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Glenn K.C. Ching

                                                  	 
      	 
      	 
      
	
                                                    Name:

                                                  	
                                                    Glenn
      K.C. Ching

                                                  	 
      	 
      	 
      
	
                                                    Title:

                                                  	
                                                    Senior
      Vice President

                                                  	 
      	 
      	 
      
	
                                                    Date:

                                                  	
                                                    December
      30, 2004

                                                  	 
      	 
      	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

      Exhibit
Q – 1

      
        


        Project
Requirement Definition Authorization (PRDA)

         

        Business
Requirements

        Development
and Retrofit Services are not included as part of any Conversion Project. Any
such services required shall be added by separate mutual written agreement of
the parties.

        


        Project
Type:  Professional Service Project – Conversion Services

        Client:
Central Pacific
Bank                                                                                                                                

        Client
ID#:   CPBHI                                                                  Project
ID:   PRDA
#CSD0120                          
Prepared by: Joseph Kovach

        


        Purpose:

        The
purpose of this PRDA is to provide Client with costs associated with the
provision of Fiserv Professional Services to merge City Bank Hawaii (‘CBK’), a
CBS Outsourcing client, into Client’s existing CBS System
BNKPRD.  This PRDA includes the scope of services, constraints and
assumptions, and projected costs for the project (‘Conversion
Project’).

        


        Effective
Date: July 1, 2004

        


        Business
Requirements:

        


        
          	
                   
      

                	
                  Business
      Description:

                


        

        Fiserv
will provide Project Management, programming and analyst support to accomplish a
Conversion Project of a CBS System for merging City Bank (CBK) data into
Client’s existing CBS System BNKPRD.  Provided that Client’s
requirements remain consistent with the scope of services, constraints and
assumptions defined herein, and that Client meets all Client dates agreed to in
the Project Plan, Client requires and Fiserv shall endeavor to deliver the
project on schedule, accurately, within the approved costs and resulting in a
functioning business reliable system.

        


        
          	
                   
      

                	
                  Proposed
      Solution:

                


        

        Fiserv
will use its CBS to CBS conversion and merge processes, working with the
appropriate Client personnel, to convert and merge the CBK accounts into
Client’s existing CBS System BNKPRD.  The Project Plan identifies the
general duties and responsibilities of Fiserv and the Client.  Fiserv
will assign a project manager, banker analysts, and technicians as necessary to
meet the requirements of this conversion and merger.  Client and
Fiserv personnel assigned to the project will have the requisite skills,
experience and knowledge of the system, banking products, general ledger and
operations, as needed to complete their assigned responsibilities in a timely
manner, accurately, and as intended and set forth in this PRDA.

        


        
          	
                   
      

                	
                  Constraints and
      Assumptions:

                


        

        


        The
Professional Services Fees for the Conversion Project contained in this PRDA are
a good faith estimate of the effort required to complete the Conversion Project.
If the quoted tasks are at risk of exceeding the specified fees, Fiserv will
elevate the issue to the Client’s management for discussion and developing
alternatives to contain the scope and fees to the agreed upon
level.

        


        Three
file cuts are included in the Professional Services Fees for the Conversion
Project.  The first file cut is for the initial testing, mapping, and
internal verification.  The second file cut is for a standard mock
conversion/merge, data verification and card re-issuance purposes. The third
file cut is for the live merger.  In Fiserv’s discretion, multiple
runs against each of the three test files will be done to verify and test the
conversion.  One full test run (consisting of 3 file cuts) is provided
in the estimate.

        


        The
Professional Services Fees for the Conversion Project are based on Client and
CBK being on the same release levels of the application
software.  This estimate does not include conversion of the VRU
application and related information residing on the InterVoice hardware. This
estimate does include conversion of all VRU records residing on the CBK CBS Host
system.

        


        Client
will establish all new common file values on their production BNKPRD to support
the CBK accounts.  This must be completed at least one month prior to
the data verification date outlined in the Project Plan.

        


        All ACH
Common File and customers from CBK must be manually set up in the Client’s
environment, however, ACH transactions contained within CBK’s ACH warehouse will
be merged with Client’s ACH warehouse.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Client’s
data will remain with all of its original information and no specific data
changes of Client’s data will be required, except that Fiserv will accommodate
requests to data changes which, in Fiserv’s sole opinion, are reasonable under
the base project. Such requests may necessitate the need to establish additional
environments which may result in additional costs.

        


        The
reserved merger date will be mutually agreed upon between Fiserv and Client
prior to the project kick-off meeting, provided however, that in no event will
it be earlier than five months from the date of signing this
Amendment.

        


        The
Client will provide, at Client’s expense, high-speed connection to Client’s
system during the conversion to facilitate the processes, and communication
between Client and Fiserv. Whenever possible, Fiserv will perform the conversion
process functions on Client’s iSeries computer.  Fiserv will create
four environments on the Client’s iSeries computer:

        


        CONVERSION:   For
Fiserv use to test the field translations of the Client, to assure that process
is working properly.

        


        REVIEW:  For the
Client, to verify results of field translations.  This is the
environment where the bank will perform its data verification.

        


        PRODUCTION-TEST:   Used
to perform conversion readiness testing on the merged
data.   Final review, running PCOMB, and balancing of the bank
occurs in this environment.

        


        TRAINING:   For
Client’s use to train Client’s personnel.

        


        The
conversion team shall consist of six team members: the Project Manager, three
Analysts and two technicians. The conversion team will be onsite Monday through
Friday for data verification and Friday through Thursday of the live conversion.
The exit meeting will be held on Thursday morning after the live
conversion/merge. This meeting will involve the post-conversion review, project
sign-off and turnover to Customer Support.

        


        The
General Ledger process will utilize a spreadsheet with old to new account
numbers completed by Client. This includes cost center and account number
changes.

        


        When
account numbers change, Fiserv will provide an old/new number file for the bank
to use in notifying third party vendors.

        


        If
required, account number changes will be made to the donor bank (CBK), leaving
Client (surviving) account numbers intact. If Client wishes to change the
surviving account numbers, Fiserv may, in its discretion, charge its then
current rates for such changes based on the number and complexity of such
changes.

        


        Client
and CBK will be responsible for ensuring that its Branch Delivery Terminal
environment is current and consistent between institutions prior to the merge.
The Conversion Project does not include or automate this process.

        


        Client
will provide Fiserv with the following information for developing the merger
process:

        
          	
                  ·  

                	
                  Copy
      of the entire bank prod for CBK.

                


        

        
          	
                  ·  

                	
                  Copy
      of the entire bank prod for Client.

                


        

        
          	
                  ·  

                	
                  The
      Client Common File representing the combined
  bank.

                


        

        


        The
merger process is designed to run on base CBS code. When modifications exist or
are required, there are additional services required by Fiserv to accomplish the
merger. Such services may be contracted by incorporating a separate, uniquely
number PRDA to the Agreement. The requirement for such services shall be
discussed at the beginning of the project to assess the impact of modifications
to the merger process.

        


        The first
test run will be the conversion of the CBK accounts into the pre-merge file,
which will be loaded to the review environment for verification. Client will
review the results of the pre-merge and once satisfied with the results, Fiserv
will proceed to the next step to merge the donor accounts (CBK) into the
Client’s production environment.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        The
fields listed below can be changed through translation tables as part of this
merger process.  Any fields requested outside of this list require
analysis and development effort, and constitute out-of-scope
services.

         

        Branch
Numbers                                                    
Tran Interest Plans

        Officer
Codes                                                  Tran Mail
Codes

        Dealer
Numbers                                                     
Tran Status Codes

        FTM
Transfer
Types                                            
Tran Special Instructions

        Loan
Product
Types                                             
Tran User Fields

        Census
Tract                                                          
Statement Model Numbers

        Risk
Codes                                                             
Tran Reg DD Flag

        Classification
Codes                                             
Statement Cycle Codes

        Rebate
Numbers                                                    
Time Product Type

        Escrow
Numbers                                                    Time
Interest Plan

        FDIC
Codes                                                            
Time Mail Codes

        FRB
Codes                                                              Time
Penalty Plans

        Collateral
Codes                                                    
Time User Fields

        Charge-off
Codes                                                  
Time User Codes

        Loan Rate
Indexes                                                 
Safe Deposit Box
Types

        Loan Bill
Lead
Days                                              
Safe Deposit Box Discounts

        Loan User
Codes                                                   
Safe Deposit Late Fees

        Loan User
Fields                                                    
FTM Transfer Types

        Credit
Bureau (non report
flag)                             CIF
Relationship Codes

        Notice
Numbers                                                       CIF
User Codes

        Posting
Restriction Reasons

        Miscellaneous
Fees

        Investors

        Group
Numbers

        Tran
Product Type

        Tran
Service Charge Plan

         

        Project
Turnover.  The Conversion Project team will remain onsite for 5
days following live conversion, unless outstanding conversion issues exist,
which in Fiserv and Client’s reasonable opinion require additional time onsite
to resolve. The Conversion Project will be turned over to Fiserv Customer
Support five (5) days following live conversion.  The conversion team
will assist Fiserv Customer Support and remain responsible, for a period of 90
days, for any conversion issues identified after Fiserv completes the Conversion
Project, as specified in the Project Plan.

        


        Acceptance
Test shall include, but is not limited to, Client’s validation that data has
been converted accurately and to the requested location and that the General
Ledger balances, to the extent it balanced prior to conversion.

        


        Professional Services
Fees:

        


        The base
Professional Services Fees for the Conversion Project contemplated under this
PRDA are based on the Business Description, Proposed Solution, Constraints and
Assumptions described herein, collectively the “Scope of
Services”.  The Professional Service Fees shall not exceed $230,000
for the Scope of Services and limits set forth below. Fiserv will provide Client
with a monthly report showing actual hours incurred by each individual assigned
to the Conversion Project. 

        


        
          
            	
                    Professional Services
    Function

                  	
                    Level
      of Effort

                    (man-days)

                  	
                    Professional Services

                    Not to exceed

                  
	
                    Programming
      and Analyst Support  ($1,000 per
      day)

                    Project
      Management

                  	
                    180

                    50

                  	
                     $180,000

                    $  50,000

                  
	
                    Total
      Professional Services Fees

                  	
                    Within
      limits defined above

                  	
                    $230,000*

                  


          

        

      

    

     

    *
Note: If Client retains CBS Outsourcing as its processing environment, then the
Conversion Project team will be made up of Outsourcing resources and a portion
of the CBK dedicated programming resources, not to exceed 25% of a Full-Time
Equivalent, may be used to offset the above stated costs.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Conversion
Project base Professional Services Fee includes:

    
      	
              ·  

            	
              Three
      file cuts: The first is for the initial testing, mapping, and internal
      verification.  The second will be use for Data Verification and
      card re-issuance purposes. The Third is for the Live
      merger.  One full test run is provided in the estimate, but
      multiple runs against the test files will be done as necessary to verify
      and test the conversion.

            


    

    
      	
              ·  

            	
              Data
      mapping of all production master files and fields as defined by Client and
      Fiserv. This shall include special mapping to identify CIF records and
      accounts belonging to each institution, Major Type Groupings, CIF Officer
      Code 3, Preferred Customer Codes and Bulk File
  codes.

            


    

    
      	
              ·  

            	
              Conversion
      of all EFT records, including ATM, POS, Debit Card and VRU records
      residing on CBS Host system.

            


    

    
      	
              ·  

            	
              Conversion
      of General Ledger accounts. The General Ledger process will be handled by
      using a Fiserv-provided spreadsheet with old to new account numbers
      completed by Central Pacific. This includes cost center and account number
      changes.

            


    

    
      	
              ·  

            	
              Account
      Number translation for old number/new number account translation, as
      required for duplicate account
numbers.

            


    

    
      	
              ·  

            	
              Conversion
      of external transfers between City Bank and Client to internal transfers
      of Client.

            


    

    
      	
              ·  

            	
              ACH
      Data warehouse merge. ACH Common File and company record setup will be
      performed manually by Client.

            


    

    
      	
              ·  

            	
              Conversion
      of all City Bank Transaction, Time and Loan subsystem history, as agreed
      upon with Client.

            


    

    
      	
              ·  

            	
              Merge
      GL History and Card History of City Bank with Client
    history.

            


    

    
      	
              ·  

            	
              To
      the extent possible, Fiserv will coordinate the BCAS Collection System
      conversion project, managed by UniSource 2000, with the activities and
      schedules of the Fiserv CBS core processing conversion
      project.

            


    

     

    Professional Services Fee
Payment Timetable

    Fiserv
will invoice, and Client agrees to pay, Professional Services Fees on a
percentage of completion basis according to the schedule below:

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Date/Event

                                  	
                                    Portion
      Due

                                  	
                                    Amount

                                  
	
                                    Upon
      Exhibit Execution

                                  	
                                    25%

                                  	
                                    $57,500

                                  
	
                                    Completion
      of Mapping (per project plan)

                                  	
                                    25%

                                  	
                                    $57,500

                                  
	
                                    Completion
      of Data Verification (per project plan)

                                  	
                                    25%

                                  	
                                    $57,500

                                  
	
                                    Five
      (5) days following Conversion sign-off or upon turnover to
      Customer

                                    Support,
      whichever occurs first.

                                  	
                                    25%

                                  	
                                    Balance

                                    Remaining

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Conversion
Project - Optional Services and Fees:

      


      Additional
support or service requested by the bank and provided by Fiserv will be billed
at Fiserv’s then current professional services rates over and above the fees
outlined above. All billing of Optional Services and Fees is only for additional
work beyond the scope of the project described herein for the base Conversion
Project and requires a quote of time and fees approved by Client prior to the
work being performed.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Optional
      Services

                                                        	
                                                          
                                                            Hourly
      Rate

                                                          

                                                        
	
                                                          Additional
      “Dry Run” Mock Conversions

                                                        	
                                                          To
      be quoted on request

                                                        
	
                                                          Branch
      Delivery hardware/software consulting, application consulting and forms
      data mapping.

                                                        	
                                                          $150
      per hour

                                                        
	
                                                          BCAS
      Collection System

                                                        	
                                                          Provided
      by quote from Unisource 2000

                                                        
	
                                                          Credit
      Bureau E1 Tape

                                                        	
                                                          $150
      per hour

                                                        
	
                                                          Deluxe
      Tape for Check Reissues

                                                        	
                                                          $150
      per hour

                                                        
	
                                                          EFT-ATM
      Plastic Card Re-order

                                                        	
                                                          $150
      per hour

                                                        
	
                                                          Establishment
      and configuration of iSeries hardware environment to support production
      environment.

                                                        	
                                                          To
      be provided with iSeries Hardware Upgrade Configuration and
      Agreement

                                                        
	
                                                          Multiple
      ATM Authorization Environment

                                                        	
                                                          $150
      per hour

                                                        
	
                                                          Retrofit
      Services (Analysis and Coding)

                                                        	
                                                          $150
      per
hour

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Supplemental
Personnel1


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Personnel
      Grade

                                        	
                                          Hourly
      Rate

                                        
	
                                          Project
      Manager

                                        	
                                          $
      187.50

                                        
	
                                          Systems
      Analyst

                                        	
                                          $
      150.00

                                        
	
                                          Programmer

                                        	
                                          $
      150.00

                                        
	
                                          Trainer

                                        	
                                          $
      150.00

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Escalation:

      Client
and Fiserv shall develop an escalation process for the Conversion Project that
will be defined in the Project Charter document.

      


      Scheduling:

      Conversion
Project will be scheduled upon receipt of signed agreement and estimated
completion date will be based on department workload at the time of receipt. An
estimated completion date will be advised after receipt of signed
agreement.

       

      Note: In
the event a regulatory body or shareholders disapprove this merger, Client will
only be responsible for Fiserv time, materials, and travel expenses incurred on
this project prior to official cancellation of the project.

      


      IN WITNESS WHEREOF, the parties
hereto have caused this Exhibit Q – 1 to the Agreement to be executed by their
duly authorized representatives as of the date indicated below.

      


      
         

        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Central
      Pacific Bank

                                                	 
      	
                                                  Fiserv
      Solutions, Inc.

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Denis K. Isono

                                                	 
      	
                                                  By:

                                                	
                                                  /s/
      Robert Lowe

                                                
	
                                                  Name:

                                                	
                                                  Denis
      K. Isono

                                                	 
      	
                                                  Name:

                                                	
                                                  Robert
      Lowe

                                                
	
                                                  Title:

                                                	
                                                  Executive
      Vice President

                                                	 
      	
                                                  Title:

                                                	
                                                  SVP
      Global Finance

                                                
	
                                                  Date:

                                                	
                                                  December
      30, 2004

                                                	 
      	
                                                  Date:

                                                	
                                                  January
      1, 2005

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Glenn K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Name:

                                                	
                                                  Glenn
      K.C. Ching

                                                	 
      	 
      	 
      
	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      	 
      	 
      
	
                                                  Date:

                                                	
                                                  December
      30, 2004