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                                   EXHIBIT 3.3
                           AMENDED AND RESTATED BYLAWS
                                       OF
                        HAWAII NATIONAL BANCSHARES, INC.

                                    ARTICLE 1

                             MEETING OF SHAREHOLDERS

         SECTION 1.1 - SHAREHOLDER MEETINGS. Shareholder meetings shall be held
at the principal office of the corporation, or at such other location within or
without the State of Hawaii as shall be determined by the Board of Directors and
stated in the Notice of Meeting.

         SECTION 1.2 - ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such day
of each year, as shall be determined each year by the Board of Directors. If
such annual meeting is omitted by oversight or otherwise during such period, a
subsequent annual meeting may nonetheless be held, and any business transacted
or elections held at such meeting shall be as valid as if the annual meeting had
been held during the period provided above. In addition, if directors are not
elected at such annual meeting or the meeting is not held, any shareholder may
make written demand upon any officer of the corporation that a special meeting
be held for the purpose of electing directors, and within fifteen (15) days of
such demand such special meeting shall be called in accordance with these
Bylaws.

         SECTION 1.3 - SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the Chairman, the Chief Executive Officer, the
President, a majority of the Board of Directors, or any shareholder or
shareholders holding in the aggregate not less than one-tenth of all shares
entitled to vote at the special meeting. Shareholders may hold a meeting at any
time and place without notice or call, upon appropriate waivers signed by all
shareholders who are entitled to vote at a shareholders' meeting.

         SECTION 1.4 - NOTICE. Written notice stating the place, day, and hour
of the meeting, and in case of a special meeting the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days nor
more than fifty (50) days before the date of the meeting, either personally or
by mail, by or at the direction of the Chairman, the Secretary, or the person or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation. Each shareholder shall be responsible for providing the Secretary
with the shareholder's current mailing address to which notices of meetings and
all other corporate notices may be sent. A shareholder may waive any notice
required for any meeting by executing a written waiver of notice either before
or after said meeting and such waiver shall be equivalent to the giving of such
notice. The attendance of a shareholder at a shareholders' meeting, in person or
by proxy, shall constitute a waiver of notice of the meeting.


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         SECTION 1.5 - QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a quorum is present at any meeting, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, unless otherwise
provided by law.

         SECTION 1.6 - ADJOURNMENT. A majority of the shares represented at a
meeting, even if less than a quorum, may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally stated in the notice of meeting. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 1.7 - CHAIRMAN OF MEETING. The Chairman, or in his absence, the
Chief Executive Officer or President, shall preside at all meetings of the
shareholders unless the Board of Directors shall otherwise determine. The Board
of Directors may appoint any shareholder to act as chairman of the meeting.

         SECTION 1.8 - SECRETARY OF MEETING. The Secretary shall act as a
secretary at all meetings of the shareholders, and in his absence, the presiding
officer may appoint any person to act as Secretary.

         SECTION 1.9 - CONDUCT OF MEETINGS. Shareholder meetings shall be
conducted in an orderly and fair manner, but the presiding officers shall not be
bound by any technical rules of parliamentary procedure.

         SECTION 1.10 - VOTING. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders, except
that in the election of directors, each shareholder shall have the right of
cumulative voting as provided by applicable law.

         SECTION 1.11 - PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

         SECTION 1.12 - SHAREHOLDER ADVISOR. A shareholder or holder of a valid
proxy may be accompanied at any shareholders' meeting by one personal advisor,
but no such advisor may address the meeting without the consent of the presiding
officer.

         SECTION 1.13 - RECORDING OF PROCEEDINGS. The proceedings of a
shareholders' meeting may not be mechanically or electronically recorded other
than by the Secretary or acting secretary without the express approval of all
individuals in attendance at the meeting.


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         SECTION 1.14 - RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors may fix in advance a date as the record date for any case which
shall not be more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10), days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed by the Board of Directors, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

         SECTION 1.15 - LIST OF SHAREHOLDERS. The Secretary of the corporation
shall make a complete record of the shareholders entitled to vote at a meeting
of shareholders, or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each as shown on the
corporation's stock transfer books on the record date. Such record shall be kept
on file at the registered office of the corporation for a period of ten (10)
days prior to the meeting of shareholders. Such record shall be produced and
kept open at the time and place of the shareholders' meeting and shall be
subject to the inspection of any shareholder during the meeting for any proper
purpose.

                                    ARTICLE 2

                                    DIRECTORS

         SECTION 2.1 - AUTHORITY AND SIZE OF BOARD. All corporate powers shall
be exercised by, or under authority of, and the business and affairs of the
corporation shall be managed under the direction of the Board of Directors
(hereinafter sometimes referred to as the "Board"). The initial number of
directors is stated in the Articles of Incorporation, but may be increased or
decreased from time to time to not less than three (3) nor more than fifteen
(15) persons. The exact number within such minimum and maximum limits shall be
fixed and determined by resolution of the Board of Directors. The number of
directors elected by the shareholders at the last preceding annual meeting may
not be increased by more than two directors between annual meetings of the
shareholders, and no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director.

         SECTION 2.2 - TERM OF OFFICE. Each Director shall hold office until the
sine die adjournment of the next succeeding annual meeting of shareholders and
until his successor shall have been elected and is qualified, unless removed in
accordance with the provisions of these Bylaws.


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         SECTION 2.3 - VACANCIES. Any vacancy occurring in the board of
Directors, unless caused by the vote of the shareholders, shall be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.

         SECTION 2.4 - ANNUAL MEETINGS. Immediately after the annual meeting of
shareholders, the Directors shall meet to elect officers and transact any other
business.

         SECTION 2.5 - PLACE OF MEETING. Meetings of the Board of Directors,
regular or special, may be held within or without the state of Hawaii.

         SECTION 2.6 - REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as the Board
may by vote from time to time designate.

         SECTION 2.7 - SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman, the Chief Executive Officer, the
President or by any two (2) directors or, if for any reason there are fewer than
three (3) directors, by any one (1) director.

         SECTION 2.8 - NOTICES. Notices of special meetings of the Board of
Directors stating the date, time, place, and in general terms the purpose of
purposes thereof shall be delivered to each director, by mailing written notice
at least two (2) days before the meeting or by telephoning, telegraphing or
personally advising each director at least one (1) day before the meeting. A
special meeting shall be held not more than twenty (20) days after the delivery
of said notice. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the director
at the address provided to the Secretary. An entry of the service of notice,
given in the manner above provided, shall be made in the minutes of the
proceedings of the Board of Directors, and such entry, if read and approved at
the subsequent meeting of the Board, shall be conclusive on the question of
service. Attendance of a director at a special meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened. A director also may waive any
notice required for any meeting by executing a written waiver of notice either
before or after said meeting, and such waiver shall be equivalent to the giving
of such notice.

         SECTION 2.9 - QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business. Unless otherwise provided in these
Bylaws, the act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. A majority of
those present at the time and place of any regular or special meeting, although
less than a quorum, may adjourn from time to time, without further notice, until
a quorum shall attend. When a quorum shall attend, any business may be
transacted which might have been transacted at the meeting had the same been
held on the date stated in the notice of meeting.


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         SECTION 2.10 - ATTENDANCE BY CONFERENCE TELECOMMUNICATION. Members of
the Board of Directors may participate in a meeting of such Board by means of a
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other at the same time, and
participating by such means shall constitute presence in person at a meeting.

         SECTION 2.11 - CONSENT TO ACTION. Any action which may be taken at a
meeting of the Board of Directors, or at a meeting of any committee of the
Board, may be taken without a meeting if a consent in writing, setting forth the
action so taken shall be signed by all of the directors or all the members of
the committee. Such consent shall have the same force and effect as a unanimous
vote at a duly convened meeting.

         SECTION 2.12 - REMOVAL OF DIRECTOR. The entire Board of Directors may
be removed, with or without cause, at a special meeting of shareholders called
expressly for that purpose, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors. Any individual director may
be removed, with or without cause, at a special meeting of shareholders called
expressly for that purpose, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors. Any vacancy caused by such
removal shall be filled by the shareholders at such meeting, and any director
elected to fill such vacancy shall serve only for the unexpired term of his
predecessor in office.

         SECTION 2.13 - COMPENSATION. The directors shall receive such
reasonable compensation for their services as directors and as members of any
committee appointed by the Board as may be prescribed by the Board of Directors,
and may be reimbursed by the corporation for ordinary and reasonable expenses
incurred in the performance of their duties.

         SECTION 2.14 - MANIFESTATION OF DISSENT. A director of the corporation
who is present at a meeting of the Board at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

                                    ARTICLE 3

                      COMMITTEES OF THE BOARD OF DIRECTORS

         SECTION 3.1 - EXECUTIVE COMMITTEE. By resolution adopted by a majority
of the entire Board of Directors, the Board may designate from among its members
an Executive Committee of not less than three (3) nor more than seven (7)
members, and may designate one (1) of such members as chairman. Any member of
the Board may serve as an alternate member of the Executive Committee in the
absence of a regular member or members. The Executive Committee shall have and
may exercise all of the authority of the Board of Directors during the intervals
between meetings of the Board, except that the committee shall not have the
authority to: (1) declare dividends or distributions, except at a rate or in
periodic amounts determined by


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the Board of Directors; (2) issue stock; (3) approve or recommend to
shareholders actions or proposals required by applicable law to be approved by
shareholders; (4) fill vacancies on the Board of Directors or any committee
thereof; (5) amend the Bylaws; (6) authorize or approve the reacquisition of
shares unless pursuant to general formula or method specified by the Board of
Directors; (7) fix compensation of any director for serving on the Board of
Directors or on any committee; (8) approve a plan of merger, consolidation, or
exchange of shares not requiring shareholder approval; (9) reduce earned or
capital surplus; or (10) appoint other committees of the Board or the members
thereof.

         SECTION 3.2 - AUDIT COMMITTEE. By resolution adopted by a majority of
the entire Board of Directors, the Board may appoint from among its members an
Audit Committee of two (2) or more, and may designate one (1) of such members as
chairman of the committee. The Board may also designate one or more directors as
alternates to serve as a member or members of the Committee in the absence of a
regular member or members. The Committee shall establish and maintain continuing
communications between the Board and the corporation's independent auditors,
internal auditors, and members of financial management with respect to the audit
of the corporation's accounts and financial affairs and the audit of the
corporation's controlled subsidiaries. The Committee shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors.

         SECTION 3.3 - OTHER COMMITTEES. By resolution adopted by a majority of
the entire Board of Directors, the Board may designate from among its members
such other committees as it may deem necessary, each of which shall consist of
not less than two (2) directors and have such powers and duties as may from time
to time be prescribed by the Board.

         SECTION 3.4 - RULES OF PROCEDURE. The majority of the members of any
committee may fix its rules of procedure. All actions by any committee shall be
reported in written minutes available at any reasonable time to any Board
member. Such actions shall be subject to revision, alteration and approval by
the Board of Directors; provided, that no rights or acts of third parties who
have relied in good faith on the authority granted herein shall be affected by
such revision or alteration.

                                    ARTICLE 4

                             OFFICERS AND EMPLOYEES

         SECTION 4.1 - OFFICERS. The Board of Directors shall elect from its own
number a Chairman of the Board, who shall not be an officer of the corporation,
and a Chief Executive Officer. It shall also elect a President and such
Vice-Presidents as in the opinion of the Board the business of the corporation
requires, and a Secretary and Treasurer. The Board may also elect or appoint, or
in its discretion delegate to the Chief Executive Officer the authority to
appoint from time to time such other or additional officers as, in its opinion,
are desirable for the conduct of the business of the corporation. Except as
otherwise provided herein, any two or more offices except President and
Secretary may be held simultaneously by one individual.


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         SECTION 4.2 - ELECTION. The officers shall be elected annually by the
Board of Directors at the meeting of the Board following the annual meeting of
shareholders, and they shall hold office at the pleasure of the Board of
Directors.

         SECTION 4.3 - REMOVAL AND VACANCY. In its discretion, the Board may
leave unfilled any office except those of President and Secretary. In the event
that the office of Chief Executive Officer is vacant, the President shall have
all of the powers and shall exercise all of the duties of the office of Chief
Executive Officer. Any officer or agent shall be subject to removal at any time
by the affirmative vote of a majority of the whole Board of Directors.

         SECTION 4.4 - COMPENSATION. The Board of Directors, or a committee
thereof appointed for that purpose, shall establish the types and amounts of
compensation for all officers. Compensation for all other employees, or agents
of the corporation shall be established by or at the direction of the Chief
Executive Officer subject to guidelines established by the Board of Directors.

         SECTION 4.5 - EXERCISE OF RIGHTS AS STOCKHOLDERS. Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer or his designee
acting by written designation, shall have full power and authority on behalf of
the corporation to attend and to vote at any meeting of shareholders of any
corporation in which this corporation may hold stock, other than in a fiduciary
capacity, and may exercise on behalf of this corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting
and shall have power and authority to execute and deliver proxies and consents
on behalf of this corporation in connection with the exercise by this
corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time, may confer like powers upon any other
person or persons.

         SECTION 4.6 - DUTIES OF CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside over all stockholders and directors meetings shall perform
such other duties as may from time to time be assigned by the Board of
Directors.

         SECTION 4.7 - DUTIES OF CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be a member of the Board and the chief executive and
administrative officer of the corporation. In the absence of the Chairman of the
Board, or if that office is then vacant, he shall preside at all meetings of the
shareholders and at meetings of the Board of Directors. He shall preside at all
meetings of the Executive Committee and shall exercise such duties as
customarily pertain to the office of Chief Executive Officer and shall have
general supervision over the property, business and affairs of the corporation
and its several officers. He may appoint agents and employees other than those
appointed by the Board of Directors and he shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the Bylaws.

         SECTION 4.8 - DUTIES OF PRESIDENT. The President shall be the chief
operating officer of the Corporation. He shall, subject to the authority granted
to the Chief Executive Officer, have general and active supervision over the
day-to-day operations of the corporation. In the absence of the Chairman of the
Board and the Chief Executive Officer, he shall preside at all meetings of the
shareholders and at meetings of the Board of Directors. He shall perform such
other duties as may be prescribed from time to time by the Board of Directors or
the Chief


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Executive Officer. Should the office of the Chief Executive Officer be vacated,
he shall then perform the duties of the Chief Executive Officer until otherwise
directed by the Board of Directors.

         SECTION 4.9 - DUTIES OF VICE PRESIDENT. A Vice-President designated by
the Board of Directors shall perform all the duties of the President in case of
absence or disability of the President. The Vice-President shall have such other
powers and shall perform such other duties as may be assigned by the Board of
Directors or by the Chief Executive Officer.

         SECTION 4.10 - DUTIES OF SECRETARY. The Secretary shall, subject to the
direction of the Chief Executive Officer, keep the minutes of all meetings of
the shareholders and of the Board of Directors, and to the extent ordered by the
Board of Directors or the Chief Executive Officer the minutes of all meetings of
all committees. He shall cause notice to be given of the meetings of the
shareholders, of the Board of Directors, and of any committee appointed by the
Board. He shall have custody of the corporate seal and general charge of the
records, documents, and papers of the corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director. Without limiting
the generality of the foregoing, the Secretary shall have charge (directly or
through such transfer agents or registrars as the Board of Directors may
appoint) of the issuance, transfer, and registration of certificates for shares
of the corporation and of the records pertaining thereto. Said records shall be
kept in such manner as to show at any time the number of shares of the
corporation issued and outstanding, the manner in which and the time when such
shares were paid for, the names and addresses of the holders of record thereof,
the numbers and classes of shares held by each, and the time when each became
such holder of record. He shall perform such other duties as may be assigned to
him by the Board of Directors or the Chief Executive Officer.

         SECTION 4.11 - DUTIES OF TREASURER. Except as otherwise set forth
herein, the Treasurer shall, subject to the direction of the Chief Executive
Officer have general custody of all the property, funds and securities of the
corporation and have general supervision of the collection and disbursement of
funds of the corporation. He shall provide for the keeping of proper records of
all transactions of the corporation. He shall perform such other duties as may
be assigned to him by the Board of Directors or the Chief Executive Officer.

         SECTION 4.12 - OTHER OFFICERS. Such other officers as shall be
appointed by the Board of Directors, or the Chief Executive Officer, acting
pursuant to delegated authority of the Board, shall exercise such powers and
perform such duties as pertain to their several offices, or as may be conferred
upon, or assigned to, them by the Board of Directors or the Chief Executive
Officer or his designee.

         SECTION 4.13 - CLERKS AND AGENTS. The Chief Executive Officer, or any
other officer of the corporation authorized by him, may, subject to the
supervision of the Board of Directors, appoint such custodians, bookkeepers and
other clerks, agents, and employees as he shall deem advisable for the prompt
and orderly transaction of the business of the corporation and shall define
their duties, fix the salaries to be paid to them and dismiss them.


<PAGE>   9



                                    ARTICLE 5

                       SHARES AND CERTIFICATES FOR SHARES

         SECTION 5.1 - CONSIDERATION. Certificates for shares of the corporation
may be issued upon receipt of such consideration as is authorized by the Hawaii
Business Corporation Act and approved by the Board of Directors.

         SECTION 5.2 - STOCK CERTIFICATES. The certificates shall be in such
form as designated by the Board of Directors, shall be numbered in the order in
which they shall be issued, and shall be signed by the President or by a
Vice-President, and by the Secretary or Assistant Secretary. The signatures may
be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the corporation or an employee of the
corporation. If a corporate seal is maintained, it or a facsimile thereof may be
affixed to the certificate. Each certificate shall state upon its face that the
corporation is organized under the laws of the State of Hawaii, the name of the
person to whom it is issued, the number and class of shares which the
certificate represents, and the par value of each share represented by the
certificate or a statement that the shares are without par value.

         SECTION 5.3 - LOST CERTIFICATES. No new certificate shall be issued
until the former certificate for the shares represented thereby shall have been
surrendered and canceled, except in the case of lost or destroyed certificates,
and in that case only after the receipt of a bond or other security by the
corporation, satisfactory to the Board of Directors, indemnifying the
corporation and all persons against loss in consequence of the issuance of such
new certificate.

         SECTION 5.4 - TRANSFER OF SHARES. Shares of the corporation may be
transferred by endorsement by the signature of the owner, his agent, attorney or
legal representative, and the delivery of the certificate; but no transfer shall
be valid except between the parties thereto, until the same shall have been
entered upon the books of the corporation, so as to show the names of the
parties, by and to whom transferred, the numbers and designation of the shares
and the date of transfer.

         SECTION 5.5 - HOLDER OF RECORD. The person registered on the books of
the corporation as the owner of the issued shares shall be recognized by the
corporation as the person exclusively entitled to have and to exercise the
rights and privileges incident to the ownership of such shares. Notwithstanding
the preceding sentence, the Board of Directors may adopt by resolution a
procedure whereby a shareholder may certify in writing to the corporation that
all or a portion of the shares registered in the name of such shareholder are
held for the account of a specified person or persons. Upon receipt by the
corporation of a certification complying with such an adopted procedure, the
person specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholders making the
certification.

         SECTION 5.6 - ISSUANCE OF SHARES. Any shares authorized but not issued
and any treasury shares owned by this corporation shall be issued, sold, or
otherwise transferred by this corporation only upon authorization of the Board
of Directors.


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         SECTION 5.7 - SUBSCRIPTIONS. A subscription for shares of this
corporation shall be in writing and upon such terms as may be approved by the
Board of Directors.

         SECTION 5.8 - PAYMENT OF SUBSCRIPTIONS. A subscription for shares shall
be paid in accordance with the terms set forth in he subscription or related
subscription agreement, if any. If the subscription or subscription agreement
does not require payment on or before a stated date or at a fixed period after a
stated date, then payment shall be made in such manner and at such times as may
be determined by the Board of Directors and expressed by it in a written call
for payment; provided that the call shall be uniform as to all shares of the
same class or series and that the call shall be mailed to each subscriber at his
last post office address known to the corporation at least thirty (30) days in
advance of the date upon which payment or the first installment, if installment
payments are called for, is due.

         SECTION 5.9 - DEFAULT IN PAYMENT OF SUBSCRIPTIONS. If a payment
required by a subscription, a subscription agreement, or a call of the Board of
Directors is not paid when due, then the corporation may make written demand for
payment upon the defaulting subscriber by personal service or by mailing a copy
of the demand to the subscriber at his last post office address known to the
corporation. If the payment is not made within twenty (2) days of the serving or
mailing of the demand for payment, the corporation may terminate the
subscription, forfeit the subscriber's rights thereunder, retain as liquidated
damages any sums previously paid on the subscription, and hold and dispose of
the shares as though never subject to the subscription. In lieu of forfeiture,
the corporation may proceed to collect the amount due in the same manner as any
debt due the corporation.

                                    ARTICLE 6

                                      SEAL

         SECTION 6.1 - CORPORATE SEAL. In the exercise of its discretion the
Board of Directors may adopt and maintain a suitable seal for the corporation.

                                    ARTICLE 7

                            MISCELLANEOUS PROVISIONS

         SECTION 7.1 - FISCAL YEAR. The fiscal year of the corporation shall be
the ending of twelve months after the corporation began doing business, or such
other year as is selected by the Board for federal income tax purposes.

         SECTION 7.2 - RECORDS. The Articles of Incorporation, the Bylaws, and
the proceedings of all meetings of the shareholders, the Board of Directors and
standing committees of the Board shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
Secretary or other officer appointed to act as Secretary.


<PAGE>   11


                                    ARTICLE 8

                                     BYLAWS

         SECTION 8.1 - INSPECTION. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal
office if the corporation, and shall be open for inspection of all shareholders
during normal business hours.

         SECTION 8.2 - AMENDMENTS. The Bylaws may be amended, altered or
repealed by vote of a majority of the whole Board of Directors, subject to
repeal or change of any such action by action of the Shareholders, at any
regular meeting of the Board, provided that a written statement of the proposed
action shall have been personally delivered or mailed to all directors at least
two (2) days prior to any such meeting.

         I HEREBY CERTIFY that the foregoing are the Bylaws of Hawaii National
Bancshares, Inc., as amended and restated on the 23rd day of January 1996.

                                           /s/ Gordon Mau
                                           --------------------------
                                           Gordon Mau, Secretary