Exhibit
4.5


 


CERTIFICATE
OF AMENDMENT OF

BYLAWS OF

CENTRAL PACIFIC FINANCIAL CORP.

(A Hawaii Corporation)


 


The following amendments
to the Bylaws of Central Pacific Financial Corp. (the “Company”) were approved
by the Company’s Board of Directors (the “Board”) as of September 14,
2004.  The Effective Date (as defined
below) was September 15, 2004.


 


 


WHEREAS, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated
April 22, 2004, with CB Bancshares, Inc. (“CBBI”), contemplating the
merger of CBBI with and into the Company (the “Merger”); and


 


WHEREAS, pursuant to
Section 7.02(d) of the Merger Agreement and as a condition to CBBI’s
obligation to consummate the Merger, the Company agreed to adopt certain
amendments to the Company’s Bylaws as set forth in Annex 2 of the Merger
Agreement no later than the time the Merger becomes effective (the “Effective
Time”).


 


NOW THEREFORE BE IT
RESOLVED, that the Board hereby amends, with such amendment to take effect at
the Effective Time, the first five sentences of Section 1 of
Article III of the Company’s Bylaws to read as follows:


 


“The business of
the Corporation shall be managed by a Board of Directors which shall be fifteen
(15) in number. The directors shall be divided into three classes, designated
Class I, Class II and Class III, with the terms of office of one class expiring
each year.  Each class shall consist of
five directors. The term of the initial Class I directors shall terminate on
the date of the 2007 Annual Meeting; the term of the initial Class II directors
shall terminate on the date of the 2005 Annual Meeting; and the term of the
initial Class III directors shall terminate on the date of the 2006 Annual
Meeting or, in each case, upon such director’s earlier death, resignation or
removal.  At each succeeding Annual
Meeting of Stockholders beginning in 2005, successors to the class of directors
whose term expires at that Annual Meeting shall be elected for a three-year
term and hold office until their successors are duly elected and qualified.”;
and be it


 


RESOLVED FURTHER, that
the Board hereby amends, with such amendment to take effect at the Effective
Time, Article III of the Bylaws of the Company to include the following
new Section 14:


 


“Section 3.14.
BOARD COMPOSITION.  Until the third
anniversary of the effective time of the merger between the Corporation


 
















 


and CB Bancshares, Inc.,
(i) the ratio of Continuing Central Pacific Directors to Continuing CB
Bancshares Directors shall be maintained at 9 to 6 and all vacancies on the
Board of Directors created by the cessation of service of a Continuing CB
Bancshares Director shall be filled by a nominee selected by a majority of the
Continuing CB Bancshares Directors and all vacancies on the Board created by
the cessation of service of a Continuing Central Pacific Director shall be
filled by a nominee selected by a majority of the Continuing Central Pacific
Directors and (ii) the Continuing CB Bancshares Directors and the Continuing
Central Pacific Directors shall be apportioned among the three classes of the
Board of Directors such that the ratio of Continuing CB Bancshares Directors to
Continuing Central Pacific Directors is 2 to 3 in each class. The provisions of
this Section 3.14 and the first paragraph of Section 3.1 may be
modified, amended or repealed, and any Bylaw provision inconsistent with the
provisions of the first paragraph of Section 3.1 and this
Section 3.14 may only be adopted by an affirmative vote of at least 80
percent of the entire Board of Directors. In the event of any inconsistency
between any other provision of these By-laws and any provision of this
Section 3.14, the provisions of this Section 3.14 shall control.
Until the second anniversary of the effective time of the merger between the Corporation
and CB Bancshares, Inc., the removal of Ronald K. Migita from the position of
Chairman of the Board shall require the affirmative vote of at least 80% of the
entire Board of Directors.


 


‘Continuing
Central Pacific Directors’ shall mean the directors of Central Pacific as of
the effective time of the merger between the Corporation and CB Bancshares,
Inc. who were directors of Central Pacific immediately prior to the effective
time of the merger between the Corporation and CB Bancshares, Inc. and any
additional directors of the Corporation who take office after the effective
time of the merger between the Corporation and CB Bancshares, Inc. who are
nominated by a majority of the Continuing Central Pacific Directors.


 


‘Continuing CB
Bancshares Directors’ shall mean the directors of CB Bancshares as of the
effective time of the merger between the Corporation and CB Bancshares, Inc.
who were directors of CB Bancshares immediately prior to the effective time of
the merger between the Corporation and CB Bancshares, Inc. and any additional
directors of the Corporation who take office after the effective time of the
merger between the Corporation and CB Bancshares, Inc. who are nominated by a
majority of the Continuing CB Bancshares Directors.”