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BANK OF HAWAII CORPORATION
2004 STOCK AND INCENTIVE COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED SHARE AGREEMENT
This Agreement dated ("Agreement"), between Bank of Hawaii Corporation, a Delaware corporation
("Company"), with its registered office at 130 Merchant Street, Honolulu, Hawaii 96813 and ("Grantee"), an
employee of the Company or subsidiary of the Company.
1. Grant of Restricted Shares. The Company hereby grants to Grantee, effective as of ("Grant
Date"), shares ("Restricted Shares") of the Company's common stock ("Company Stock" or "Shares"). This grant
of Restricted Shares shall be subject to the applicable terms and conditions set forth below and is being made pursuant to the
Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan ("Plan") in accordance with the authority and
direction of the Human Resources and Compensation Committee ("Committee") of the Company's Board of Directors.
2. Restrictions During Restriction Period.
a. Service Restriction. Unless otherwise provided in this Agreement, each Restricted Share shall be forfeited
and transferred to the Company upon Grantee's termination of employment for any reason, whether voluntary or
involuntary, as an employee of the Company or its subsidiary prior to the expiration of the "Restriction Period" (as
defined below) for such Restricted Share. For this purpose, Grantee's employment shall not be treated as terminated in
the case of a transfer of employment within the Company and its subsidiaries or in the case of sick leave and other
approved leaves of absence.
b. Transfer Restriction. During the Restriction Period for a particular Restricted Share, such Restricted Share
shall not be sold, assigned, pledged, or otherwise transferred, voluntarily or involun