<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994

                                                        REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              BANCORP HAWAII, INC.
               (Exact name of Issuer as specified in its charter)

<TABLE>
<S>                     <C>
        HAWAII                     99-0148992
      (STATE OF           (IRS EMPLOYER IDENTIFICATION
    INCORPORATION)                    NO.)
</TABLE>

                              130 MERCHANT STREET
                             HONOLULU, HAWAII 96813
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         ------------------------------

                 BANCORP HAWAII, INC. STOCK OPTION PLAN OF 1994
                              (FULL TITLE OF PLAN)

                         ------------------------------

                                 DENIS K. ISONO
                              BANCORP HAWAII, INC.
                                 P. O. BOX 2900
                             HONOLULU, HAWAII 96846
                                 (808) 537-8111
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         ------------------------------

                                    Copy to:
                           J. THOMAS VAN WINKLE, ESQ.
                  CARLSMITH BALL WICHMAN MURRAY CASE & ICHIKI
                 1001 BISHOP STREET, SUITE 2200, PACIFIC TOWER
                             HONOLULU, HAWAII 96813
                                 (808) 523-2500
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED
                                                    PROPOSED          MAXIMUM
                                                     MAXIMUM         AGGREGATE        AMOUNT OF
           TITLE OF              AMOUNT TO BE    OFFERING PRICE      OFFERING       REGISTRATION
 SECURITIES TO BE REGISTERED    REGISTERED (1)    PER SHARE (2)      PRICE (2)         FEE (2)
<S>                             <C>              <C>              <C>              <C>
Common Stock (par value $2 per
 share).......................     1,875,000        $32.8125      $61,523,437.50     $21,215.13
<FN>
(1)  The  number  of  shares of  common  stock being  registered  represents the
     maximum number of shares that may be issued pursuant to the Bancorp Hawaii,
     Inc. Stock Option Plan of 1994, adjusted upward from 1,250,000 to 1,875,000
     shares as a result of the 50%  stock dividend declared on January 26,  1994
     and payable on March 15, 1994.
(2)  In  accordance with Rule 457 calculated on  the basis of the average of the
     high and low prices  for the common  stock on the  New York Stock  Exchange
     composite tape on July 26, 1994.
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents are  incorporated by reference  in the Registration
Statement:

    (a) The registrant's latest annual report on Form 10-K, or if the  financial
statements  therein are more  current, the registrant's  latest prospectus filed
pursuant to  Rule  424(b)  of  the  Securities  Exchange  Commission  under  the
Securities   Act  of  1933  containing  audited  financial  statements  for  the
registrant's latest fiscal year for which such statements have been filed.

    (b) All other reports filed by the registrant pursuant to Sections 13(a)  or
15(d)  of the Securities Exchange  Act of 1934 since the  end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

    (c)  The  description  of  registrant's   common  stock  contained  in   the
registration  statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report  filed for the purpose of updating  that
description.

    All  documents  subsequently filed  by the  registrant pursuant  to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to  the
filing  of  a  post-effective  amendment  to  the  Registration  Statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of  such shares  then remaining unsold,  shall be  deemed to  be
incorporated by reference in the Registration Statement and to be a part thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified or  superseded for  purposes of  the Registration  Statement to the
extent that a  statement contained  herein or  in any  other subsequently  filed
document  which also  is or  is deemed  to be  incorporated by  reference herein
modifies or  supersedes  such  statement.  Any such  statement  so  modified  or
superseded  shall  not  be  deemed,  except as  so  modified  or  superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    LEGAL OPINION.  The  validity of the  shares of common  stock to be  offered
hereunder  will be passed upon  for the registrant by  the law firm of Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
registrant's directors,  is a  retired  partner of  Carlsmith  Ball and  is  the
beneficial  owner  of 31,752  shares of  registrant's common  stock. One  of the
Carlsmith Ball  attorneys  who  has  participated in  the  preparation  of  this
Registration Statement, J. Thomas Van Winkle, is the beneficial owner of a total
of 15,105 shares of registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii corporation
to  indemnify  its directors,  officers,  employees and  agents  against certain
liabilities and expenses they  may incur in such  capacities, and provides  that
such  persons have a  right to indemnification against  expenses where they have
been successful  on the  merits or  otherwise  in defense  of certain  types  of
actions  or any issue therein. The  indemnification provided by Section 415-5 is
not exclusive  of any  other indemnification  rights that  may exist  under  any
bylaw,   agreement,  vote  of  shareholders,   or  disinterested  directors,  or
otherwise. The registrant's Restated Articles  of Incorporation provide for  the
indemnification  of the  registrant's directors,  officers, employees  or agents
against certain liabilities.  Additionally, the  registrant maintains  insurance
under  which its  directors, officers, employees  or agents  are insured against
certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                      II-1
<PAGE>
ITEM 8.  EXHIBITS.

    The exhibits to the registration statement  are listed in the Exhibit  Index
elsewhere herein.

ITEM 9.  UNDERTAKINGS

    The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
    a post-effective amendment  to this Registration  Statement: (i) to  include
    any  prospectus required by Section 10(a)(3)  of the Securities Act of 1933;
    (ii) to reflect  in the  prospectus any facts  or events  arising after  the
    effective   date  of  the   Registration  Statement  (or   the  most  recent
    post-effective amendment thereof) which,  individually or in the  aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration Statement;  (iii)  to  include any  material  information  with
    respect  to  the  plan  of  distribution  not  previously  disclosed  in the
    Registration Statement or  any material  change to such  information in  the
    registration  statement; provided, however, that clauses (i) and (ii) do not
    apply if  the  information  required  to be  included  in  a  post-effective
    amendment  by those  clauses is contained  in periodic reports  filed by the
    registrant pursuant  to  Section  13  or Section  15(d)  of  the  Securities
    Exchange  Act of 1934 that are incorporated by reference in the Registration
    Statement.

        (2) That,  for  the  purpose  of determining  any  liability  under  the
    Securities  Act of 1933, each such  post-effective amendment shall be deemed
    to be  a  new registration  statement  relating to  the  securities  offered
    therein  and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

        (3) To remove from registration  by means of a post-effective  amendment
    any   of  the  securities  being  registered  which  remain  unsold  at  the
    termination of the offering.

        (4) That, for purposes of determining any liability under the Securities
    Act of  1933, each  filing of  the registrant's  annual report  pursuant  to
    Sections  13(a) and  15(d) of  the Securities Exchange  Act of  1934 that is
    incorporated by reference in the  Registration Statement shall be deemed  to
    be  a new registration statement relating to the securities offered therein,
    and the offering of such securities at  that time shall be deemed to be  the
    initial bona fide offering thereof.

        (5)  Insofar  as  indemnification  for  liabilities  arising  under  the
    Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
    controlling  persons of the registrant  pursuant to the provisions described
    in Item 6, or otherwise, the registrant has been advised that in the opinion
    of the Securities  and Exchange Commission  such indemnification is  against
    public  policy as expressed in the  Act and is, therefore, unenforceable. In
    the event that a claim  for indemnification against such liabilities  (other
    than  the  payment by  the  registrant of  expenses  incurred or  paid  by a
    director, officer or controlling person of the registrant in the  successful
    defense  of any action,  suit or proceedings) is  asserted by such director,
    officer or  controlling  person  in connection  with  the  securities  being
    registered,  the registrant will,  unless in the opinion  of its counsel the
    matter has  been settled  by controlling  precedent, submit  to a  court  of
    appropriate  jurisdiction the question whether such indemnification by it is
    against public policy as expressed  in the Act and  will be governed by  the
    final adjudication of such issue.

                                      II-2
<PAGE>
                                   SIGNATURES

    Pursuant  to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc. certifies that it has  reasonable grounds to believe  that it meets all  of
the  requirements for filing on  Form S-8 and has  duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized, in Honolulu, Hawaii, on the 27th day of July, 1994.

                                          BANCORP HAWAII, INC.

                                          By _____/s/_H. HOWARD STEPHENSON______
                                                    H. Howard Stephenson
                                                  CHAIRMAN OF THE BOARD AND
                                                   CHIEF EXECUTIVE OFFICER

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration statement or  amendment thereto  has been signed  by the  following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ---------------------------------------  ----------------
<C>                                                     <S>                                      <C>
               /s/H. HOWARD STEPHENSON                  Chairman of the Board and Chief
                 H. Howard Stephenson                    Executive Officer and Director           July 27, 1994

                          *
                 Lawrence M. Johnson                    President and Director                    July 27, 1994

                          *
                   Peter D. Baldwin                     Director                                  July 27, 1994

                          *
                 Mary G.F. Bitterman                    Director                                  July 27, 1994

                          *
                  Thomas B. Hayward                     Director                                  July 27, 1994

                          *
                   David A. Heenan                      Director                                  July 27, 1994

                          *
                    Stuart T.K. Ho                      Director                                  July 27, 1994
</TABLE>

                                      II-3
<PAGE>
<TABLE>
<CAPTION>
                      SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ---------------------------------------  ----------------
<C>                                                     <S>                                      <C>

                          *
               Herbert M. Richards, Jr.                 Director                                  July 27, 1994

                          *
                   Fred E. Trotter                      Director                                  July 27, 1994

                          *
                  Charles R. Wichman                    Director                                  July 27, 1994

                          *
                      K. Tim Yee                        Director                                  July 27, 1994

                          *
                    David A. Houle                      Chief Financial Officer                   July 27, 1994

                          *
                    Denis K. Isono                      Chief Accounting Officer                  July 27, 1994

*By /s/H. HOWARD STEPHENSON
(H. Howard Stephenson, Attorney-in-Fact)
</TABLE>

                                      II-4
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                         SEQUENTIALLY
     NO.                                            DESCRIPTION                                          NUMBERED PAGE
- -------------  --------------------------------------------------------------------------------------  -----------------
<C>            <S>                                                                                     <C>
       (4)     Bancorp Hawaii, Inc. Stock Option Plan of 1994........................................

       (5)     Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re legality....................

      (23)(a)  Consent of Ernst & Young..............................................................

          (b)  Consent of Carlsmith Ball Wichman Murray Case & Ichiki
                (See Exhibit (5))....................................................................

      (24)(a)  Power of Attorney of Bancorp Hawaii, Inc. and the Directors and Officers..............

          (b)  Power of Attorney of Chief Accounting Officer Denis K. Isono..........................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16653}]
{"company-data": {"conformed-name": "BANCORP HAWAII INC", "cik": "0000046195", "assigned-sic": "6022", "irs-number": "990148992", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54777", "film-number": "94540520"}, "business-address": {"street1": "130 MERCHANT STREET", "city": "HONOLULU", "state": "HI", "zip": "96813-", "phone": "8085378111"}, "mail-address": {"street1": "PO BOX 2900", "city": "HONOLULU", "state": "HI", "zip": "96846"}, "former-company": {"former-conformed-name": "HAWAII BANCORPORATION INC", "date-changed": "19800128"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994

                                                        REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              BANCORP HAWAII, INC.
               (Exact name of Issuer as specified in its charter)
HAWAII                     99-0148992
      (STATE OF           (IRS EMPLOYER IDENTIFICATION
    INCORPORATION)                    NO.)
130 MERCHANT STREET
                             HONOLULU, HAWAII 96813
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         ------------------------------

                 BANCORP HAWAII, INC. STOCK OPTION PLAN OF 1994
                              (FULL TITLE OF PLAN)

                         ------------------------------

                                 DENIS K. ISONO
                              BANCORP HAWAII, INC.
                                 P. O. BOX 2900
                             HONOLULU, HAWAII 96846
                                 (808) 537-8111
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         ------------------------------

                                    Copy to:
                           J. THOMAS VAN WINKLE, ESQ.
                  CARLSMITH BALL WICHMAN MURRAY CASE & ICHIKI
                 1001 BISHOP STREET, SUITE 2200, PACIFIC TOWER
                             HONOLULU, HAWAII 96813
                                 (808) 523-2500
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                    PROPOSED          MAXIMUM
                                                     MAXIMUM         AGGREGATE        AMOUNT OF
           TITLE OF              AMOUNT TO BE    OFFERING PRICE      OFFERING       REGISTRATION
 SECURITIES TO BE REGISTERED    REGISTERED (1)    PER SHARE (2)      PRICE (2)         FEE (2)
Common Stock (par value $2 per
 share).......................     1,875,000        $32.8125      $61,523,437.50     $21,215.13
(1)  The  number  of  shares of  common  stock being  registered  represents the
     maximum number of shares that may be issued pursuant to the Bancorp Hawaii,
     Inc. Stock Option Plan of 1994, adjusted upward from 1,250,000 to 1,875,000
     shares as a result of the 50%  stock dividend declared on January 26,  1994
     and payable on March 15, 1994.
(2)  In  accordance with Rule 457 calculated on  the basis of the average of the
     high and low prices  for the common  stock on the  New York Stock  Exchange
     composite tape on July 26, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents are  incorporated by reference  in the Registration
Statement:

    (a) The registrant's latest annual report on Form 10-K, or if the  financial
statements  therein are more  current, the registrant's  latest prospectus filed
pursuant to  Rule  424(b)  of  the  Securities  Exchange  Commission  under  the
Securities   Act  of  1933  containing  audited  financial  statements  for  the
registrant's latest fiscal year for which such statements have been filed.

    (b) All other reports filed by the registrant pursuant to Sections 13(a)  or
15(d)  of the Securities Exchange  Act of 1934 since the  end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

    (c)  The  description  of  registrant's   common  stock  contained  in   the
registration  statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report  filed for the purpose of updating  that
description.

    All  documents  subsequently filed  by the  registrant pursuant  to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to  the
filing  of  a  post-effective  amendment  to  the  Registration  Statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of  such shares  then remaining unsold,  shall be  deemed to  be
incorporated by reference in the Registration Statement and to be a part thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified or  superseded for  purposes of  the Registration  Statement to the
extent that a  statement contained  herein or  in any  other subsequently  filed
document  which also  is or  is deemed  to be  incorporated by  reference herein
modifies or  supersedes  such  statement.  Any such  statement  so  modified  or
superseded  shall  not  be  deemed,  except as  so  modified  or  superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    LEGAL OPINION.  The  validity of the  shares of common  stock to be  offered
hereunder  will be passed upon  for the registrant by  the law firm of Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
registrant's directors,  is a  retired  partner of  Carlsmith  Ball and  is  the
beneficial  owner  of 31,752  shares of  registrant's common  stock. One  of the
Carlsmith Ball  attorneys  who  has  participated in  the  preparation  of  this
Registration Statement, J. Thomas Van Winkle, is the beneficial owner of a total
of 15,105 shares of registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii corporation
to  indemnify  its directors,  officers,  employees and  agents  against certain
liabilities and expenses they  may incur in such  capacities, and provides  that
such  persons have a  right to indemnification against  expenses where they have
been successful  on the  merits or  otherwise  in defense  of certain  types  of
actions  or any issue therein. The  indemnification provided by Section 415-5 is
not exclusive  of any  other indemnification  rights that  may exist  under  any
bylaw,   agreement,  vote  of  shareholders,   or  disinterested  directors,  or
otherwise. The registrant's Restated Articles  of Incorporation provide for  the
indemnification  of the  registrant's directors,  officers, employees  or agents
against certain liabilities.  Additionally, the  registrant maintains  insurance
under  which its  directors, officers, employees  or agents  are insured against
certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                      II-1
ITEM 8.  EXHIBITS.

    The exhibits to the registration statement  are listed in the Exhibit  Index
elsewhere herein.

ITEM 9.  UNDERTAKINGS

    The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
    a post-effective amendment  to this Registration  Statement: (i) to  include
    any  prospectus required by Section 10(a)(3)  of the Securities Act of 1933;
    (ii) to reflect  in the  prospectus any facts  or events  arising after  the
    effective   date  of  the   Registration  Statement  (or   the  most  recent
    post-effective amendment thereof) which,  individually or in the  aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration Statement;  (iii)  to  include any  material  information  with
    respect  to  the  plan  of  distribution  not  previously  disclosed  in the
    Registration Statement or  any material  change to such  information in  the
    registration  statement; provided, however, that clauses (i) and (ii) do not
    apply if  the  information  required  to be  included  in  a  post-effective
    amendment  by those  clauses is contained  in periodic reports  filed by the
    registrant pursuant  to  Section  13  or Section  15(d)  of  the  Securities
    Exchange  Act of 1934 that are incorporated by reference in the Registration
    Statement.

        (2) That,  for  the  purpose  of determining  any  liability  under  the
    Securities  Act of 1933, each such  post-effective amendment shall be deemed
    to be  a  new registration  statement  relating to  the  securities  offered
    therein  and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

        (3) To remove from registration  by means of a post-effective  amendment
    any   of  the  securities  being  registered  which  remain  unsold  at  the
    termination of the offering.

        (4) That, for purposes of determining any liability under the Securities
    Act of  1933, each  filing of  the registrant's  annual report  pursuant  to
    Sections  13(a) and  15(d) of  the Securities Exchange  Act of  1934 that is
    incorporated by reference in the  Registration Statement shall be deemed  to
    be  a new registration statement relating to the securities offered therein,
    and the offering of such securities at  that time shall be deemed to be  the
    initial bona fide offering thereof.

        (5)  Insofar  as  indemnification  for  liabilities  arising  under  the
    Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
    controlling  persons of the registrant  pursuant to the provisions described
    in Item 6, or otherwise, the registrant has been advised that in the opinion
    of the Securities  and Exchange Commission  such indemnification is  against
    public  policy as expressed in the  Act and is, therefore, unenforceable. In
    the event that a claim  for indemnification against such liabilities  (other
    than  the  payment by  the  registrant of  expenses  incurred or  paid  by a
    director, officer or controlling person of the registrant in the  successful
    defense  of any action,  suit or proceedings) is  asserted by such director,
    officer or  controlling  person  in connection  with  the  securities  being
    registered,  the registrant will,  unless in the opinion  of its counsel the
    matter has  been settled  by controlling  precedent, submit  to a  court  of
    appropriate  jurisdiction the question whether such indemnification by it is
    against public policy as expressed  in the Act and  will be governed by  the
    final adjudication of such issue.

                                      II-2
SIGNATURES

    Pursuant  to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc. certifies that it has  reasonable grounds to believe  that it meets all  of
the  requirements for filing on  Form S-8 and has  duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized, in Honolulu, Hawaii, on the 27th day of July, 1994.

                                          BANCORP HAWAII, INC.

                                          By _____/s/_H. HOWARD STEPHENSON______
                                                    H. Howard Stephenson
                                                  CHAIRMAN OF THE BOARD AND
                                                   CHIEF EXECUTIVE OFFICER

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration statement or  amendment thereto  has been signed  by the  following
persons in the capacities and on the date indicated.
SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ---------------------------------------  ----------------
/s/H. HOWARD STEPHENSON                  Chairman of the Board and Chief
                 H. Howard Stephenson                    Executive Officer and Director           July 27, 1994

                          *
                 Lawrence M. Johnson                    President and Director                    July 27, 1994

                          *
                   Peter D. Baldwin                     Director                                  July 27, 1994

                          *
                 Mary G.F. Bitterman                    Director                                  July 27, 1994

                          *
                  Thomas B. Hayward                     Director                                  July 27, 1994

                          *
                   David A. Heenan                      Director                                  July 27, 1994

                          *
                    Stuart T.K. Ho                      Director                                  July 27, 1994
II-3
SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ---------------------------------------  ----------------
*
               Herbert M. Richards, Jr.                 Director                                  July 27, 1994

                          *
                   Fred E. Trotter                      Director                                  July 27, 1994

                          *
                  Charles R. Wichman                    Director                                  July 27, 1994

                          *
                      K. Tim Yee                        Director                                  July 27, 1994

                          *
                    David A. Houle                      Chief Financial Officer                   July 27, 1994

                          *
                    Denis K. Isono                      Chief Accounting Officer                  July 27, 1994

*By /s/H. HOWARD STEPHENSON
(H. Howard Stephenson, Attorney-in-Fact)
II-4
EXHIBIT INDEX
SEQUENTIALLY
     NO.                                            DESCRIPTION                                          NUMBERED PAGE
- -------------  --------------------------------------------------------------------------------------  -----------------
(4)     Bancorp Hawaii, Inc. Stock Option Plan of 1994........................................

       (5)     Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re legality....................

      (23)(a)  Consent of Ernst & Young..............................................................

          (b)  Consent of Carlsmith Ball Wichman Murray Case & Ichiki
                (See Exhibit (5))....................................................................

      (24)(a)  Power of Attorney of Bancorp Hawaii, Inc. and the Directors and Officers..............

          (b)  Power of Attorney of Chief Accounting Officer Denis K. Isono..........................