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Bank of Hawaii (Banque Paribas)

April 28, 1998

The Board of Directors
Bank of Hawaii
130 Merchant Street
Honolulu, Hawaii 96813

Dear Board Members:

Subject: Bank of Hawaii Honolulu, Hawaii

The Board of Directors ("Board") of the Federal Deposit Insurance Corporation (FDIC), on April 28, 1998, approved the application of the subject bank, for consent to acquire and hold, via a wholly-owned subsidiary, controlling interests in Banque Paribas Pacifique, Noumea, New Caledonia ("BPPNC"), Banque Paribas Polynesia, Papeete, Tahiti ("BPPT"), certain affiliates of each, and minority interests in two banking-related entities, subject to the conditions included in the enclosed copy of the Order adopted by the Board and for the reasons set forth in the Statement attached to the Order.

BPPNC and BPPT are engaged, as principal, in activities that would not be permissible for a subsidiary of a national bank under Section 24 of the Federal Deposit Insurance Act. The Share Purchase Agreement requires that these activities be disposed of prior to the consummation of the proposed acquisition. Bank of Hawaii is reminded that a direct or indirect investment in a foreign organization that engaged in such activities would require prior approval from the FDIC, pursuant to Section 24 of the Federal Deposit Insurance Act.

Should you have any questions regarding this matter, please contact Assistant Regional Director J. Richard Mayher or Case Manager Louis C. Cheng in the San Francisco Regional Office at (415) 546-1810.

Sincerely,

Robert E. Feldman
Executive Secretary


FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Bank of Hawaii
Honolulu, Hawaii

Application to Acquire and Hold Stock in a Foreign Financial Entity

ORDER

The Board of Directors ("Board") of the Federal Deposit Insurance Corporation ("FDIC") has fully considered all available facts and information relevant to the application of Bank of Hawaii, Honolulu, Hawaii ("BOH"), for consent to acquire and hold, via a wholly-owned subsidiary, Bank of Hawaii International, Inc. ("Hawaii International"), controlling interests in the following:

(a) Banque Paribas Pacifique, Noumea, New Caledonia ("BPPNC");

(b) Banque Paribas Polynesie, Papeete, Tahiti ("BPPT");

(c) Certain affiliates of the two aforementioned banks; and

(d) Minority interests in two unaffiliated, banking-related entities.

The Board has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, that the application submitted by BOH for consent to acquire and hold all of the issued and outstanding shares of BPPNC and BPPT, certain affiliates of each, and minority interests in two unaffiliated, banking-related entities be and the same hereby is approved, subject to the following conditions:

1 . In addition to the records, controls, and reports required by Part 347 of the FDIC's Rules and Regulations, BOH shall take all steps within its control to ensure that BPPNC and BPPT and their directors, officers, employees, agents, independent contractors, and affiliates provide BOH with access to all information and any records concerning their respective business operations and transactions as is permitted under French law. In addition to the requirements of Part 347, BOH shall, upon request in connection with an FDIC examination of BOH or otherwise, provide such information to the FDIC. To the extent French law impedes BOH's ability to obtain such information or to provide any information to the FDIC, BOH and Hawaii International shall cooperate with the FDIC in attempts to obtain any third-party waivers or consents that would permit access to such information under French law;

2. All necessary and final approvals shall have been obtained from the appropriate state, federal, and foreign authorities; and

3. The consent granted herein is based on the facts, circumstances, and commitments presented to the FDIC in connection with this request. BOH shall notify the FDIC of any significant change in facts or circumstances. The FDIC's action is conditioned on its ability to alter, suspend, or withdraw its approval should any development be deemed to warrant such action.

Dated at Washington, D. C., this 28h day of April, 1998.

BY ORDER OF THE BOARD OF DIRECTORS

Robert E. Feldman
Executive Secretary


FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Bank of Hawaii Honolulu, Hawaii

Application to Acquire and Hold Stock in a Foreign Financial Entity

STATEMENT

Pursuant to the provisions of Section 18(l) of the Federal Deposit Insurance Act and Parts 347 and 303 of the Federal Deposit Insurance Corporation's ("FDIC") Rules and Regulations, Bank of Hawaii, Honolulu, Hawaii ("BOH"), a state-chartered nonmember insured bank, has applied for the FDIC's consent to acquire and hold, via a wholly-owned subsidiary, controlling interests in Banque Paribas Pacifique, Noumea, New Caledonia ("BPPNC"), Banque Paribas Polynesie, Papeete, Tahiti ("BPPT"), certain affiliates of each bank, and minority interests in two unaffiliated, banking-related entities.

The financial entities to be acquired are primarily retail and commercial oriented. Subsequent to the proposed acquisitions, the acquired institutions would be merged with and into two of BOH's wholly-owned subsidiary's existing subsidiaries. The acquisitions will not change the strategic direction, product mix, or customer emphasis of BOH's existing Tahiti and New Caledonia subsidiaries. The combined entities would remain retail-oriented, commercial institutions.

The primary purpose of the proposed transaction coincides with BOH's long-term corporate strategy to "bridge" its core customer base in Hawaii across Asia, the Pacific, and the U.S. Mainland. The strategic alliance between BOH and the acquiring institutions will enable the institutions to broaden their geographic reach in the Pacific Rim. The proposed acquisitions will permit enhancement of existing operations of BOH in French Polynesia (Tahiti) and New Caledonia. These enhancements can be accomplished by merging the existing BOH operations with the seasoned franchises of the Banque Paribas Paris affiliates, which carry with them a number of key commercial relationships within these territories, experienced staff, state-of-the art electronic data processing systems, and a conservative risk profile.

The Board of Directors ("Board") of the FDIC has fully considered all available facts and information relevant to the application of BOH. Based on BOH's satisfactory condition and the minimal level of investment in relation to BOH's capital, the Board has concluded that the application should be approved, with certain conditions. To fulfill the FDIC's supervisory responsibilities, the conditions address regulatory concerns including, but not limited to, the FDIC's ability to assess the impact of the foreign entity's activities on the domestic bank. Included in the Order are conditions that require accessibility to the records of BOH, BPPNC, BPPT, and their affiliates, and independent contractors, for the purpose of regulatory review and examination.

THE BOARD OF DIRECTORS
FEDERAL DEPOSIT INSURANCE CORPORATION



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