Exhibit 10.2


 


December 19, 2008


 


Mr. Peter S. Ho


President and Chief Banking Officer


Bank of Hawaii


130 Merchant Street


Honolulu, Hawaii  96813


 


Dear Peter:


 


Congratulations and thank you for the great leadership you gave Bank of
Hawaii in 2008.  In recognition of your
performance and your commitment to help lead Bank of Hawaii in the future, the
Human Resources and Compensation Committee (the “Committee”) of the Board of
Directors of Bank of Hawaii Corporation (the “Company”) has granted you an
award of $1,250,000.00 (the “Grant”). 
The Grant will be paid in a lump sum on December 22, 2008 (provided
you have signed and returned this letter) with the expectation that you use a
substantial portion of the Grant to increase your holding of the Company’s
common stock.  The Grant will be subject
to the following terms and conditions:


 


1.               Withholding.  The Grant shall be subject to the
satisfaction of applicable federal, state and local tax withholding
requirements.


 


2.               Retirement,
Welfare and Severance Benefits.  The Grant
will not be included as (a) “compensation” for purposes of computing your
benefits under the Company’s retirement plans (both qualified and nonqualified)
or welfare benefit plans, unless such plan expressly provides that such
compensation shall be taken into account in computing benefits, or (b) bonus
compensation for purposes of computing your severance benefits under the
Change-In-Control Plan.  For the sake of
clarity, the Grant will not be taken into account with respect to calculating
benefits under the Bank of Hawaii Retirement Savings Excess Benefit Plan.


 


3.               Term.  The Grant comes with the expectation that you
continue to help lead the Bank of Hawaii. 
If your employment terminates prior to January 1, 2013 (except as provided
in Section 4), you agree to repay a pro-rata portion (after tax) of the
Grant, based on the remaining days in the four year term ending on December 31,
2012.


 


4.               Termination Due
to Death, Disability or Change-in-Control. 
The terms of Section 3 will not apply, if your employment with the
Company is terminated at any time:


 

















 


a.               By the Company
without Cause as defined in the Bank of Hawaii Corporation Change-In-Control
Retention Plan as currently in effect (the “Change-In-Control Plan”) or by you
for Good Reason as defined in the Change-In-Control Plan; or


 


b.              Due to your death or
disability (as defined in the Change-In-Control Plan).


 


5.               Miscellaneous.  The Company and its affiliates shall be
entitled to set-off any amount that you owe under this agreement against any amount
owed to you by virtue of your employment, your termination of employment, any
commercial or banking relationship or otherwise, except to the extent doing so
would result in a violation Section 409A of the Internal Revenue Code of
1986, as amended.


 


This letter agreement sets forth the final and entire agreement between
you, the Committee and the Company with respect to the Grant, and shall be
governed by and shall be construed in accordance with the laws of the State of
Hawaii.


 


If you agree to the terms of your Grant as set forth above, please sign
this letter where indicated below and return it to me no later than December 22,
2008.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF HAWAII CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed to by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Peter S. Ho

  	
   

  	
  Date