exhibit4-5.htm


    Exhibit
4.5


    Amendment
Two

    To

    Rights
Agreement

    


    This
Amendment Two to Rights Agreement (this “Amendment”) is dated
as of February 25, 2009, between Central Pacific Financial Corp., a
Hawaii corporation (the “Company”) and Wells
Fargo Bank N.A., a national bank (the “Rights
Agent”).

    


    Recitals

     

    
      
        	
                A.

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

              


      

    

    


    
      	
              B.

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

            


    

    


    
      
        	
                C.

              	
                On
      August 26, 2008, an Amendment One to Rights Agreement was adopted by the
      Board of Directors of the Company (the “Board”) extending the expiration date of
      the Rights for one year in order to provide the Company time to consider
      whether to adopt a new Rights Agreement to replace the Rights Agreement,
      or to amend and/or extend the Rights Agreement, with the intent to present
      such new rights agreement or amended/extended Rights Agreement for
      shareholder approval at the Corporation’s 2009 annual shareholders’
      meeting.

              


      

    

    


    
      	
              D.

            	
              After
      further consideration, the Board believes it is in the best interest of
      the Company and its shareholders to amend the Rights Agreement to
      accelerate the expiration date of the Rights to March 15, 2009, at which
      time the Rights will expire and cease to be in
  effect.

            


    

    


    
      	
              E.

            	
              It
      is the intent of the parties by this Amendment to amend the Rights
      Agreement in accordance with the terms set forth
  below.

            


    

    


    Amendment

    


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

    


    
      
        	
                1.

              	
                Amendment to Rights
      Agreement.  The Final Expiration Date as set forth in
      Section 7(a)(i) of the Rights Agreement shall be accelerated to March 15,
      2009.  Accordingly, Section 7(a) shall be amended and restated
      to read as follows:

              


      

    

    


    “(a) The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the principal office of the Rights Agent, together with payment
of the Purchase Price for each one one-hundredth (1/100th) of a Preferred Share
as to which the Rights are exercised, at or prior to the earliest of (i) the
close of business on March 15, 2009 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section 23 hereof
(the “Redemption Date”), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.”

     

    
      
        	
                2.

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

              


      

    

    


    
      
        	
                3.

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

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                4.

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

              


      

    

    


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

    


    
      	
              Central
      Pacific Financial Corp

            	
              Wells
      Fargo Bank N.A.

            
	 
      	 
      
	
              By:  /s/ Ronald K.
    Migita

            	
              By:  /s/ Cindy
  Gesme

            
	
               

              Print
      Name: Ronald K. Migita

            	
               

              Print
      Name: Cindy Gesme

            
	
              Print
      Title:  President & CEO

            	
              Print
      Title:  Assistant Vice
President