exhibit10-9.htm


    Exhibit
10.9

    
      
      

    

    
      
        
          	 
      	
                  P.O.
      Box 3590

                  Honolulu,
      HI 96811-3590

                  Telephone
      (808) 544-0500

                


        

      



     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      January
      28, 2009

                                    	 
      
	 
      	 
      
	
                                      Ronald
      K. Migita

                                      Chairman
      of the Board

                                      President
      and Chief Executive Officer

                                      Central
      Pacific Financial Corp.

                                      Central
      Pacific Bank

                                    	
                                      CONFIDENTIAL PORTION OMITTED:

                                       

                                      An
      asterisk has been placed in this Exhibit to indicate the confidential
      portions of this document that have been omitted pursuant to a request for
      confidential treatment.  This document including said
      confidential portions has been filed separately with the
      Commission.

                                    
	
                                      RE:Your
      Compensation

                                    	 
      
	 	 
	 
      	 
      
	 
      Dear Mr. Migita:	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    The
purpose of this letter is to confirm your compensation for serving as Chairman
of the Board, President, and Chief Executive Officer for Central Pacific
Financial Corp. (“CPF”) and Central Pacific Bank (“CPB”).

    


    
      	
               
      

            	
              1.

            	
              For
      serving as Chairman of the Board of Directors (“Board”) of CPF and CPB,
      effective August 1, 2008, you will receive an annual retainer fee of
      $160,000 (CPF will pay $96,000 (60%) and CPB will pay $64,000 (40%))
      prorated and paid on a monthly basis; which annual retainer fee had been
      reduced by 20% (from $200,000 to $160,000) on July 30, 2008, with an
      effective date of August 1, 2008, as part of an overall 20% reduction in
      CPF and CPB Board annual retainers.

            


    

    


    
      	
               
      

            	
              2.

            	
              Effective
      August 1, 2008, you will not receive any board or committee meeting fees
      for attending any meetings of the CPF and CPB Boards or any of their
      respective committees.

            


    

    


    
      	
               
      

            	
              3.

            	
              For
      serving as President and Chief Executive Officer of CPF and CPB, you will
      receive an annual cash salary of $1.00, which will be effective August 1,
      2008, being the date of your employment as said President and Chief
      Executive Officer.

            


    

    


    
      	
               
      

            	
              4.

            	
              As
      an employee of CPF and CPB, you are entitled to receive all standard
      employee benefits, except for unrestricted vacation which we agree will
      not impede your ability to execute your duties and
      responsibilities.

            


    

    


    
      	
               
      

            	
              5.

            	
              As
      an executive officer of CPF and CPB, you are entitled to receive
      perquisites that are extended to the highest level executives of CPF
      and/or CPB, to presently include an automobile allowance of $1,000 per
      month and payment of Waialae Country Club membership
  dues.

            


    

    


    
      	
               
      

            	
              6.

            	
              You
      are eligible to receive the following annual performance-based incentive
      compensation:

            


    

    


    
      	
               
      

            	
              a.

            	
              An
      annual performance-based incentive cash payment ranging from $250,000 (if
      Target is achieved) to $375,000 (if Maximum is achieved). The cash payment
      will be prorated for performance achieved between Target and Maximum. No
      cash payment or any portion thereof will be made if the Target is not
      achieved.

            


    

    


    
      	
               
      

            	
              b.

            	
              Annual
      performance-bused incentive equity grants of:  (i)
      appreciation-based equity grants (stock options and/or stock appreciation
      rights) ranging from $375,000 (if Target is achieved) to $562,500 (if
      Maximum is achieved); and (ii) full-value equity grants (restricted stock
      and/or performance shares) ranging from $375,000 (if Target is achieved)
      to $562,500 (if Maximum is
      achieved).  The equity grants will be prorated for performance
      achieved between Target and Maximum. No equity grants or any portion
      thereof will be made if the Target is not
  achieved.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              c.

            	
              The
      annual performance-based incentive cash payment and equity grants in “a”
      and “b” respectively, above, shall be subject to the following Target
      performance measures, weighted as set forth
  below:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Raising
      a minimum of $75 million in new capital through the issuance of CPF convertible
      preferred stock and/or common stock by December 31, 2008; and,
      maintaining
      a “well-capitalized” regulatory designation through June 30, 2009.
      Weight: 25%

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Reducing
      the California loan portfolio to      *     
      million or lower as of June 30, 2009. Weight:
  15%

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Increasing
      the total shareholder return (adjusted for the effect of any capital
      raise) by at least     *     as of June 30,
      2009, over the closing CPF stock price on August 27, 2008 ($11.13).
      Weight: 15%

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Reducing
      the Efficiency Ratio for CPF and CPB to      *     
      or lower as of June 30, 2009. Weight:
15%

            


    

    


    
      	
               
      

            	
              (v)

            	
              Reducing
      the Total Loans to Total Deposits Ratio to      *     
      or lower as of June 30, 2009. Weight:
15%

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Increasing
      the Net Interest Margin to      *     
      or higher as of June 30, 2009. Weight:
15%

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      annual performance-based incentive cash payment and equity grants in “a”
      and “b” respectively, above, shall be subject to the following Maximum
      performance measures, weighted as set forth
  below:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Raising
      a minimum of $75 million in new
      capital through the issuance of CPF convertible preferred stock and/or
      common stock by December 31, 2008; and, maintaining a “well-capitalized”
      regulatory designation through June 30,
      2009.  Weight:  These (i) requirements must be met in
      order to qualify for and receive any Maximum
  awards.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Reducing
      the California loan portfolio to      *     
      million or lower as of June 30, 2009. Weight:
  20%

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Increasing
      total shareholder return (adjusted for the effect of any capital raise) by
      at least      *     
      as of June 30, 2009, over the closing CPF stock price on August 27,
      2008 ($11.13). Weight: 20%

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Reducing
      the Efficiency Ratio for CPF and CPB to      *     
      or lower as of June 30, 2009. Weight:
20%

            


    

    


    
      	
               
      

            	
              (v)

            	
              Reducing
      the Total Loans to Total Deposits Ratio to      *     
      or lower as of June 30. 2009. Weight:
20%

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Increasing
      the Net Interest Margin to      *     
      or higher as of June 30, 2009. Weight:
20%

            


    

     

    If the
foregoing is agreeable with you, please sign and return the original of this
letter to the undersigned.

    


    Sincerely,

    


    


    Central
Pacific Financial Corp.

    Central
Pacific Bank

    


     

    By /s/ Colbert M.
Matsumoto                                                      

    Colbert
M. Matsumoto

    Compensation
Committee Chair

    Board of
Directors

    
 

    Accepted
and agreed to by:

    


    
    
/s/ Ronald K.
Migita                             1/28/2009                                

    Ronald K.
Migita                                                                                   Date