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1.	To elect 14 persons to serve as directors of the Company for a term of one year each until the 2016 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.

2.	To hold an advisory vote on executive compensation.

3.	To approve the Bank of Hawaii Corporation 2015 Director Stock Compensation Plan.

4.	To ratify the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year.

5.	To transact any other business that may be properly brought before the meeting or any adjournment or postponement thereof.

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Q:	What is a proxy?

A:	A proxy is your legal designation of another person to vote the shares you own. That other person that you designate is called a proxy who is required to vote your shares in the manner you instruct. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.

Q:	What am I voting on?

A:

You are voting on the election of directors, the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, the approval of the Company’s 2015 Director Stock Compensation Plan (“2015 Director Stock Compensation Plan”), the ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year, and any other business that may be properly brought before the meeting. Your votes on the Company’s executive compensation and the ratification of the re-appointment of the Company’s independent public accounting firm are advisory only, and will not bind the Company.

Q:	Who may vote at the annual meeting?

A:	Shareholders of record of Bank of Hawaii Corporation's common stock, par value $0.01 per share, as of the close of business on February 27, 2015 (the “Record Date”) are entitled to attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were 43,743,655 shares of common stock issued and outstanding.

Q:	How many votes do we need to hold the annual meeting?

A:

The holders of at least one-third of the outstanding common stock on the Record Date entitled to vote at the annual meeting must be present to conduct business. That amount is called a quorum. Shares are counted as present at the meeting if a shareholder entitled to vote is present and votes at the meeting, has submitted a properly signed proxy, or has properly voted by telephone or via the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum.

Q:	What shares can I vote?

A:	You may vote all shares you own on the Record Date.

Q:	Why did I receive a one-page notice (the “Notice”) in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

A:

The rules and regulations of the Securities and Exchange Commission (the “SEC”) allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who have not previously indicated a preference for printed copies of proxy materials are receiving the Notice this year. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, please follow the instructions for requesting such materials in the Notice.

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Q:	Why am I being asked to vote on executive compensation?

A:

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted, requiring that public company shareholders be given the opportunity for a general advisory vote to approve the compensation paid to named executive officers. This non-binding vote must occur annually, biannually, or triennially. At the Annual Meeting of Shareholders in 2011, our shareholders strongly supported an annual vote on executive compensation and, in light of that preference, the Board determined to hold the advisory vote annually until next determined in 2017 or earlier.

Q:	How can I vote my shares in person at the annual meeting?

A:	If you are a shareholder of record, you can attend the annual meeting and vote in person the shares you hold directly in your name as the shareholder of record. If you choose to do that, please bring the enclosed proxy card or notice, admission ticket, and proof of identification. If you hold your shares in street name, you must vote your shares through your broker or other nominee.

Q:	How can I vote my shares without attending the annual meeting?

A:

You may vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by mail, telephone, or the Internet. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. Please refer to the summary instructions below and those on your proxy card, or, for shares held in street name, the voting instruction card sent by your broker or nominee.

Q:	May I change my vote?

A:

Yes. You may change your proxy instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may change your vote by providing notice to the Corporate Secretary, granting a new proxy with a later date or by attending the annual meeting and voting in person. Attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting. If you voted by telephone or via the Internet, you may change your vote until 1:00 a.m. Central Time, April 24, 2015. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker or nominee.

Q:	What is a broker non-vote?

A:

The NYSE allows its member-brokers to vote shares held by them for their customers on matters the NYSE determines are routine, even though the brokers have not received voting instructions from their customers. Of the proposals anticipated to be brought at the annual meeting, only Proposal 4 (the ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2015 fiscal year) is considered by the NYSE to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 4 if you do not instruct your broker how to vote. If the NYSE does not consider a matter routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker. Therefore, your broker will need to return a proxy card without voting on these non-routine matters if you do not give voting instructions with respect to these matters. This is referred to as a "broker non-vote." The NYSE does not consider Proposal 1 (election of Directors), Proposal 2 (advisory vote on executive compensation), or

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A:

Proposal 1 (election of Directors) is conducted annually by a majority of the votes cast in an uncontested election. This means that a director shall be elected if the votes cast for such nominee exceed the votes cast against the nominee. In the event of a contested election, the election shall be determined by a plurality of votes cast. This means that the nominees who receive the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not affect the outcome of the vote.

Q:	Why are there only 14 Directors on the ballot for election?

A:	Sitting director David A. Heenan has reached the mandatory retirement age of 75 and is not standing for re-election. The number of directors to be elected has been reduced and fixed by the Board from 15 to 14 directors.

Q:	Is my vote confidential?

A:

Yes. We have procedures to ensure that, regardless of whether shareholders vote by mail, telephone, the Internet, or in person, all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as disclosure may be required by federal or state law or as expressly permitted by a shareholder. We also have the voting tabulations performed by an independent third party.

Q:	Who will bear the cost of soliciting proxies?

A:

We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, Inc., 480 Washington Boulevard, Jersey City, New Jersey 07310 to assist in the solicitation of proxies for an estimated fee of $10,000 plus reasonable out-of-pocket expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Q:	What does it mean if I get more than one proxy card?

A:

It means your shares are registered differently and are in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide better shareholder services, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services (1-888-660-5443).

Q:	May I propose actions for consideration at next year's annual meeting of shareholders?

A:	Yes. You may submit proposals for consideration at the 2016 Annual Meeting of Shareholders by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813 and in accordance with the following schedule and requirements.

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Q:	Where can I find the voting results of the annual meeting?

A:	We plan to announce preliminary voting results at the annual meeting. We will publish final voting results in a report on Form 8-K within four business days of the annual meeting.

Q:	What happens if the meeting is postponed or adjourned?

A:	Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Q:	Where can I find out more information about the Company before the annual meeting?

A:	You can find more information about the Company on-line at: www.boh.com.

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(1)

According to its Schedule 13G filed with the SEC on January 9, 2015, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Asset Management Deutschland AG, BlackRock Advisors, LLC, BlackRock Advisors (UK) Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Ltd, BlackRock Asset Management Ireland Limited, and BlackRock Life Limited (collectively referred to as “BlackRock”), may be deemed to have beneficial ownership as of December 31, 2014 of 5,419,079 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares except subsidiary BlackRock Fund Advisors and the iShares Select Dividend ETF. According to the same filing, BlackRock has sole power to vote or to direct the vote over 5,276,621 of those shares and sole power to dispose or to direct the disposition of 5,419,079 shares.

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(2)

According to its Schedule 13G filed with the SEC on February 12, 2015, Neuberger Berman Group LLC is a parent holding company or control person and its affiliates, Neuberger Berman LLC and Neuberger Berman Management LLC, which serve as a sub-adviser and investment manager, respectively, of Neuberger Berman Group LLC’s various registered mutual funds (collectively referred to as “Neuberger Berman”), may be deemed to have beneficial ownership as of December 31, 2014 of 2,812,480 shares of Bank of Hawaii Corporation common stock by its clients, none known to have more than five percent of outstanding shares except Neuberger Berman Management LLC. According to the same filing, Neuberger Berman has shared power to vote or to direct the vote of 2,804,344 of those shares and shared power to dispose or to direct the disposition of 2,812,480 shares.

(3)

According to its Schedule 13G filed with the SEC on February 11, 2015, State Street Corporation is a parent holding company or control person and its subsidiaries, State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisors Limited, State Street Global Advisors Ltd., State Street Global Advisors, Australia Limited, and State Street Global Advisors, Asia Limited, may be deemed to have beneficial ownership as of December 31, 2014 of 2,463,209 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, State Street Corporation has shared power to vote or to direct the vote over 2,463,209 of those shares and shared power to dispose or to direct the disposition of 2,463,209 shares.

(4)

According to its Schedule 13G filed with the SEC on February 10, 2015, The Vanguard Group is an investment adviser and its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., may be deemed to have beneficial ownership as of December 31, 2014 of 2,680,013 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has sole power to vote or to direct the vote over 29,353 of those shares, sole power to dispose or to direct the disposition of 2,654,360 shares and shared power to dispose or to direct the disposition of 25,653 shares.

(5)

Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 14,605 shares; Dr. Bitterman, 945 shares; Mr. Burak, 945 shares; Dr. Chun, 19,745 shares; Mr. Churchill, 19,745 shares; Mr. Heenan, 24,745 shares; Mr. Huret, 945 shares; Mr. Nichols, 692 shares; Mr. Stein, 945 shares; Mr. Takaki, 23,745 shares; Ms. Tanabe, 945 shares; Mr. Vara, 945 shares, and Mr. Wo, 19,445 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 5,218 shares; Heenan, 22,241 shares; Huret, 20,369 shares; Nichols, 549 shares; Takaki, 5,093 shares; and Wo, 12,988 shares; and Mmes. Apoliona, 2,044 shares and Tanabe, 9,458 shares.

(6)	Includes shares held individually or jointly by family members as to which the specified director or officer may be deemed to have shared voting or investment power as follows: Dr. Bitterman, 6,605 shares, Dr. Chun, 2,280 shares, Mr. Churchill, 3,400 shares, Mr. Stein, 3,000 shares, Mr. Wo, 9,808 shares, Mr. Lucien, 5,500 shares, Ms. Sellers, 45,117 shares, and Mr. Hamano, 536 shares.

(7)	Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president.

(8)	Includes 500 shares held in an Individual Retirement Account.

(9)	Includes 1,000 shares held in a Keogh account.

(10)	Includes 1,890 shares held in an Individual Retirement Account.

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a)

In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, CEO, Chief Financial Officer ("CFO") or other executive officer shall not disqualify a director from being considered independent following that employment.

b)

In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). A director may not be considered independent until three years after ceasing to receive such compensation.

c)	In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years.

d)	In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship.

e)

In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold.

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f)

A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.

g)

Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).

h)

Human Resources & Compensation Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company, and shall otherwise meet the independence criteria of Section 10C of the Securities Exchange Act of 1934, as amended. Human Resources & Compensation Committee members may receive directors' fees or other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).

i)

If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent.

•	A member of the Human Resources & Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Human Resources & Compensation Committee; or

•	A director of any other entity, one of whose executive officers or their immediate family member served on our Human Resources & Compensation Committee.

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*	Committee Chairman

**	Committee Vice Chairman

***	Committee Chairman (January - April 2014; retiring in April 2015)

****	Committee Chairman (May 2014 - present)

*****	Committee Member as of December 2014

******	Committee Member as of July 2014

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•	An annual retainer for Audit & Risk Committee members in the amount of $13,000, an annual retainer for the Chairman of the Audit & Risk Committee in the amount of $20,000, and an annual retainer for the Vice Chairman of the Audit & Risk Committee in the amount of $15,000; and

•	An annual retainer for Human Resources & Compensation Committee members in the amount of $11,250 and an annual retainer for the Chairman of the Human Resources & Compensation Committee in the amount of $19,250.

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(1)	Mmes. Apoliona and Tanabe and Messrs. Heenan, Huret, Nichols, and Wo elected to defer all of their respective fees earned in 2014. Mr. Takaki elected to defer only his Board retainer fees in 2014.

(2)

The amounts in this column reflect the fair value of the restricted stock on the date of grant.  On April 25, 2014 the Company issued grants of 945 shares of restricted common stock to each of the non-management directors, having an aggregate fair value of $52,542 based on the closing price of the Company's common stock of $55.60 on the date of the grant; 100% of the grant will vest on April 17, 2015.  In July 25, 2014, the Company issued grants of 692 shares of restricted common stock to Mr. Nichols, who is also a non-management director, having an aggregate fair value of $39,409 based on the closing price of the Company's common stock of $56.90 on the date of grant.  As of December 31, 2014, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 2,745 shares; Dr. Bitterman, 945 shares; Mr. Burak, 945 shares; Dr. Chun, 2,745 shares; Mr. Churchill, 2,745 shares; Mr. Heenan, 2,745 shares; Mr. Huret, 945 shares; Mr. Nichols, 692 shares; Mr. Stein, 945 shares; Mr. Takaki, 2,745 shares; Ms. Tanabe, 945 shares; Mr. Vara, 945 shares; and Mr. Wo, 2,745 shares.

(3)

No option awards were granted in 2014. As of December 31, 2014, each director had outstanding options to purchase the indicated number of shares of the Company's common stock: Ms. Apoliona, 4,248; Dr. Bitterman, 4,248; Mr. Burak, 0; Dr. Chun, 4,248; Mr. Churchill, 4,248; Mr. Heenan, 4,248; Mr. Huret, 4,248; Mr. Nichols, 0; Mr. Stein, 4,248; Mr. Takaki, 4,248; Ms. Tanabe, 4,248; Mr. Vara, 0; and Mr. Wo, 4,248.

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•	Significant Enhancements to Our Compensation Program

◦	Rebalanced performance targets for the short-term incentive plan to be 80% quantitative and expanded disclosure of the quantitative and qualitative metrics utilized, for the 2015 performance period

◦	Enhanced long-term incentive plan performance period to three years, with a 3-year cliff vesting period, for the 2015-2017 performance period

◦	Increased rigor and clarity of long-term incentive performance metrics for 2015

◦	Implemented formalized clawback policy in 2014

•	Strong Operational and Stock Performance

◦	Total shareholder return of 3.5%, exceeding the average performance of the S&P Supercomposite Regional Bank and S&P Supercomposite Bank Indexes (each excluding those banks with greater than $50 billion in assets) and the KBW Regional Bank Index

◦	Return-on-Equity and Return-on-Assets, two key measures of the Company’s financial health and performance metrics included in the executive compensation program, were up in 2014 relative to 2013. Additionally, two other key metrics in the executive compensation program, Stock Price-to-Book Ratio and the Tier 1 Capital Ratio, remained strong through 2014

◦	History of consistent dividends, even through the financial crisis

◦	Recognition For Excellence

▪

Ranked number 2 by Forbes Magazine in 2014 among the 100 largest U.S. banks and thrifts based on nine measures of financial health.  Among all banks on the list, we ranked highest on return on average shareholders' equity for the twelve-month period ending September 30, 2014.  We are the only bank in the country to be ranked in the top five in each of the six years that Forbes has been compiling the list

▪	Ranked in the top 2 by the ABA Banking Journal for four consecutive years (largest banks and thrifts)

•	Continued Alignment of Executive Pay with Company Performance

◦	88% of CEO total compensation (salary, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is performance-based; 100% of short- and long-term incentives are performance-based

◦	Short-term and long-term incentives are tied to rigorous performance metrics, heavily weighted towards objective criteria with qualitative criteria based on measurable, value-driving metrics

◦	Significant share ownership requirements (5x base salary for CEO)

•	Enhanced Shareholder Engagement

◦	During 2014, we reached out to shareholders holding 53% of the Company’s outstanding shares and engaged in substantive discussions with shareholders representing 43% of our shares. In these discussions, we learned that our shareholders were generally supportive of the key elements of our executive compensation program and were not seeking significant changes.

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•	Dividend Yield: As of December 31, 2014, our dividend yield was relatively flat at 3.03% year-over-year, with a dividend payout ratio of 48.5%.

•	Returning Value to Shareholders: The Company returned $64 million in capital to shareholders through share repurchases in 2014, nearly two times as much as was returned in 2013.

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◦	Align executive compensation with shareholder value creation

◦	Encourage retention and growth opportunities for executives

◦	Compensate executives for measureable and meaningful levels of Company performance

◦	Balance performance incentives while not encouraging excessive risk taking by executives

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(1)

The Committee leads a robust process to set and measure challenging goals: Company performance objectives are subject to a robust goal-setting process in which the Committee considers business-driven bottom-up and corporate top-down budgets and market projections. In setting each NEO's total compensation, the Committee considers among other factors, Company performance, relative shareholder return, the competitive marketplace, and the awards given to NEOs in past years.

(2)	Substantial ‘at risk’ and variable compensation: 88% of CEO and at least 73% of the other NEOs' total compensation (salary, bonus, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is variable and impacted by specific Company performance.

(3)	Alignment with shareholders: Each NEO is subject to robust stock ownership guidelines that require them to hold a significant number of company shares as long as they remain employed at the Company, with the CEO’s requirement at 5x base salary and other NEOs at 2x base salary.

◦	In the section of the banking and financial services industries where the Company competes for capital and talent

◦	In related industries within the financial services sector (regional banking)

◦	In a broad-based set of peers that are in different industries but similar in size and business scope

◦	Possible sources of, or destinations for, talent

◦	Comparable in:

▪	Business size and scope

▪	Complexity and organizational structure

▪	Compensation practices and structures

◦	Consist of some peers of our peer companies

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•	Severance benefit - a “two times base salary and bonus” payment which is payable in the month following termination of employment.

•	Payment for non-competition - an additional “one times base salary and bonus” payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.

•	In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants.

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(1)	Messrs. Ho and Lucien received no fees or compensation for their services on the Board of Directors. The Company pays on a bi-weekly basis. Normally there are 26 payrolls in a year; however, in 2014 there was an additional payroll.  The 27th payroll is an anomaly to the bi-weekly pay schedule that cycles through every 11 years, and does not indicate an increase in the NEOs’ base salaries.

(2)

For Messrs. Lucien and Hamano, amounts reported in this line include retention payments made pursuant to employment agreements entered in 2010 and, amended from time to time to extend the retention period. The Company does not generally have employment agreements with its executives. However, the Committee has from time to time entered into such agreements to retain key executives. In connection with the Company’s 2010 leadership transition, the Company entered into Retention Agreements with Messrs. Lucien and Hamano. The agreements, as amended, provided for retention payments of $425,000 to Mr. Lucien and $450,000 to Mr. Hamano in August 2014 subject to their continued employment at the Company through July 31, 2014. Mr. Lucien remains employed as the Company’s Vice Chairman and CFO and Mr. Hamano remains employed as Vice Chairman and Chief Commercial Officer.

(3)

As more particularly described on page 32 herein, the Committee on January 24, 2014 reviewed Mr. Ho’s exceptional performance as CEO, including the development and successful completion of the 2011-2013 Company Strategic Plan, and considered his performance and level of compensation as compared to peer companies.  Based upon this review, the Committee approved a one-time performance-based grant to Mr. Ho comprised of 28,350 shares of restricted stock and 28,350 restricted stock units.  Mr. Ho will only realize the value of this one-time grant if the Company achieves rigorous performance-based thresholds over the performance period and subject to a four-year contingent vesting schedule.  If the rigorous performance thresholds are not met, Mr. Ho will forfeit all or a portion of this one-time performance-based grant.

(4)

This column represents the aggregate grant date fair value of stock options granted to the NEOs in accordance with ASC 718. The fair value of each stock option award was estimated on the grant date using the Black-Scholes option pricing model. The assumptions used in determining the grant date fair value for share-based compensation are described in the Company's 2014 Annual Report on Form 10-K in Note 15, Share-Based Compensation.

(5)	All amounts reported under this column relate to awards earned under the Executive Incentive Plan.

(6)

This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawaii.  Messrs. Ho and Hamano and Ms. Sellers are the only NEOs who are participants of this plan, which was frozen at the end of 1995.  The increase in the value of the pension benefits from the prior measurement date is primarily due to the decrease in the discount rate used to measure the accumulated value of benefits (from 5.22% to 4.25%). In addition, the mortality table and improvement scale were updated for 2014. Additionally, for Mr. Hamano, the pension value increased by $93,514 due to the correction in monthly accrued benefits from $257.82 to $813.85. For 2013, Messrs. Ho and Hamano's pension value declined by $1,446 and $1,760, respectively. For 2013, Ms. Sellers' pension value declined by $4,377.

(7)	The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.

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(1)

This column represents the Company match of an individual’s salary deferral contributions to the RSP, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2014 was limited to $260,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.

(2)

For 2014, the total profit-sharing funding, or “Value Sharing Funding,” equaled 2.76% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($260,000 of eligible compensation in 2014) and RSP provisions, a portion is contributed to the RSP, and 3) any Value Sharing Funding on eligible compensation in excess of IRS limits are contributed to the Excess Benefit Plan (column 3). Column 2 represents the sum of the cash portion and the portion contributed to the RSP. For 2014, the cash portion and the portion contributed to the RSP was $1,291 and $5,882, respectively, for each of the NEOs.

(3)	This column represents the Company's Value Sharing Funding based on 2.76% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($260,000 of eligible compensation in 2014) that is contributed to the Excess Benefit Plan, and is available to all eligible employees.

(4)	The Company's Fixed Contribution to the RSP equaled 3% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.

(5)	The Company's Fixed Contribution to the RSP equaled 3% of eligible compensation. This column represents the Company's Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Benefit Plan, and is available to all eligible employees.

(6)	Messrs. Lucien and Hamano and Ms. Sellers were the only NEOs who deferred amounts under the Deferred Compensation Program. Refer to section "Nonqualified Deferred Compensation" for additional information.

(7)	For 2014, this column includes the value of perquisites for Messrs. Ho, Lucien, Hamano, and Rossi, which include club membership dues, car services, spouse travel, and home security for Mr. Ho.

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•	$100,000 or less in deferred amounts will receive a lump sum payment six months after separation from service;

•	more than $100,000 but no more than $300,000 in deferred amounts will receive distributions in two installments;

•	more than $300,000 but no more than $500,000 in deferred amounts will receive distributions in three installments; and

•	more than $500,000 in deferred amounts will receive distributions in five installments.

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(2)	These amounts represent Excess Benefit Plan contributions by the Company for fiscal year 2014 which were paid in 2015 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End column. See columns 3, 5, and 6 of the “All Other Compensation Table” for additional details.

(3)	A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements. The amounts reported are as follows: Mr. Ho, $472,506; Mr. Lucien, $1,050,191; Mr. Hamano, $314,611; Mr. Rossi, $125,723; and Ms. Sellers, $227,851.

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(1)	Type of Award: RSG - Performance-Based Restricted Stock Grant

(2)

As more particularly described on page 32 herein, the Committee on January 24, 2014 reviewed Mr. Ho’s exceptional performance as CEO, including the development and successful completion of the 2011-2013 Company Strategic Plan, and considered his performance and level of compensation as compared to peer companies.  Based upon this review, the Committee approved a one-time performance-based grant to Mr. Ho.  He will only realize the value of this one-time grant if the Company achieves rigorous performance-based thresholds over the performance period and subject to a four-year contingent vesting schedule.  If the rigorous performance thresholds are not met, Mr. Ho will forfeit all or a portion of this one-time performance-based grant.

(3)

Performance-based restricted stock and restricted stock units were granted, of which one third are Service Shares and Units, one third are First-Tier Shares and Units, and one third are Second-Tier Shares and Units, which vest in one-third increments on March 2, 2015, January 29, 2016, and January 31, 2017, provided service and performance criteria are met. Each of the restricted share and unit components vests provided the grantee remains an employee of the Company through each respective vesting date as the Company achieved the 2014 performance objectives. The Service Shares and Units performance target was met as the Company achieved net income in excess of the aggregate amount of the regular quarterly dividends paid for 2014. The First-Tier Shares and Units performance target was met as the Company's Return-on-Assets, Return-on-Equity, Tier 1 Capital Ratio, or Stock Price-to-Book Ratio fell within the top quartile of the 2014 S&P Supercomposite Regional Bank Index or the 2014 S&P Supercomposite Bank Index that had been designated by the Committee. The Second-Tier Shares and Units performance target was met as the Company's Return-on-Assets, Return-on-Equity, Tier 1 Capital Ratio, or Stock Price-to-Book Ratio fell within the top two quartiles of the 2014 S&P Supercomposite Regional Bank Index or the 2014 S&P Supercomposite Bank Index that had been designated by the Committee. As the Company satisfied the 2014 performance objectives, as designated by the Committee, the grantee must remain an employee of the Company through the respective vesting dates to earn the performance-based restricted shares and units. The restricted stock units will be settled in cash based on the closing price of the Company's stock on the respective vesting date.

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(1)	These shares of restricted stock vest based on service conditions. A total of 612 shares vested for named executive officers on February 2, 2015. The future vesting date is January 31, 2016 or the next business day if the vesting date falls on a weekend or holiday.

(2)	These shares of restricted stock vest based on service conditions. A total of 660 shares vested for named executive officers on January 30, 2015. Future vesting dates are January 29, 2016 and January 31, 2017.

(3)	These are performance-based restricted stock in which the performance target(s) have been achieved. A total of 21,057 shares vested for named executive officers on January 30, 2015. The future vesting date is January 29, 2016.

(4)	These are performance-based restricted stock. Future vesting dates are March 2, 2015, January 29, 2016, January 31, 2017, and January 31, 2018.

(5)	These are performance-based restricted stock units that are cash-settled. Future vesting dates are March 2, 2015, January 29, 2016, January 31, 2017, and January 31, 2018.

(6)	The amounts in these columns are based on the closing stock price of Bank of Hawaii Corporation’s common stock on December 31, 2014 of $59.31.

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(1)	Value determined by multiplying the number of vested shares by the closing market price per share of our common stock on the vesting date, or on the next business day in the event the vesting date was not on a business day.

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•	any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company’s securities that are entitled to vote for the election of directors;

•

a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity’s securities that are entitled to vote for the election of directors); or

•

individuals who constituted the Board of Directors as of April 30, 2004 cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004 or other directors approved by them).

•	a material reduction in the participant’s base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;

•	a material reduction in the authority, duties or responsibilities of the participant’s supervisor;

•	the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant’s base of employment immediately prior to the change-in-control; or

•	any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant’s employment agreement.

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(1)

Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.

(2)

The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.

(3)

In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.

(4)	Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).

(5)

For participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.

(6)

Under the 2004 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. Commencing in April 2013, all new restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double Trigger” for acceleration to occur, as provided in the Retention Plan.

(7)

Under the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.

(8)

In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.

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