Guidelines on Corporate Governance

The Board of Directors (the "Board") of Hawaii National Bank (the "Bank") have adopted the following Guidelines on Corporate Governance to guide the Board in the exercise of its responsibilities. The Audit and Corporate Governance Committee of the Board is responsible for implementing and reviewing these guidelines at least annually, and submitting any recommended revisions to the full Board for approval.

RESPONSIBILITIES OF THE BOARD

The Board of a national bank has many responsibilities. It must keep itself informed of the Bank's operating environment, which includes both the markets the Bank serves as well as the legal and regulatory framework in which the Bank operates. It must hire and retain competent management to manage the Bank's day-to-day operations and achieve the Bank's goals. It must ensure that appropriate committees are in place to keep the Board informed and provide it with adequate support. It must monitor the Bank's operations and oversee its business performance to ensure the safety and soundness of the institution. Last but not least, it must ensure the Bank fulfills its obligations under the Community Reinvestment Act by meeting the credit, investment, and service needs of all the communities the Bank serves.

BOARD COMPOSITION

Size of the Board

Consistent with the requirements for a national bank, the Bank's Bylaws provide for a Board of at least five but no more than twenty-five directors. In determining the optimal size, a number of factors are considered, including, among other things, the size of the Bank, the complexities of its activities, and the communities it serves.

Outside Directors

A majority of the Board shall be outside directors, who have no material direct or indirect relationship with the Bank. The Board believes that these directors enhance the membership of the Board by providing objectivity and perspective when overseeing the Bank's operations and evaluating Management's recommendations.

Chairman and Chief Executive Officer

The Board shall select a Chairman. The Chief Executive Officer shall always be a member of the Board and may, at the discretion of the Board, also serve as Chairman of the Board.

SELECTION OF BOARD MEMBERS

Selection of Directors

The Executive Committee, with input from the Audit and Corporate Governance Committee, shall be responsible for recommending nominees for election as directors and directors standing for reelection.

Qualifications of Directors

The Bank expects each director and director nominee to possess the highest personal and professional ethics, integrity, and values. Besides strength of character, the principal qualities desired in a director are an open and inquisitive mind, practical wisdom, and sound judgment. The Bank seeks to have a Board with diversity of experience who are willing to represent the best interests of all the shareholders and the communities the Bank serves.

BOARD OPERATIONS

Frequency of Meetings

The Board shall have regular meetings each month. Special meetings of the Board may be called by the Chairman or at the request of three directors. Directors are expected to attend all meetings of the Board and all committees of which they are a member.

Selection of Agenda Items for Board Meetings

The Chairman shall establish the agenda for each Board meeting. Directors are encouraged to suggest supplementary items and to introduce subjects or issues that are not on the agenda for that particular meeting.

Executive Sessions

The Board shall meet, from time to time as it deems appropriate, in executive sessions of the outside directors only, without the presence of the Chief Executive Officer and other management personnel. The Chair of the Executive Committee shall preside at these meetings.

Access to Senior Management

Non-management directors shall have open access to senior management.

Access to Independent Advisors

The Board and its committees shall have the power to retain independent financial, legal, or other advisors.

BOARD COMMITTEES

The Bank shall have the following standing committees: Audit and Corporate Governance, Community Reinvestment Act, Discount, and Executive. The Compensation Committee is a subcommittee of the Executive Committee. Each committee shall have a charter, which outlines its purpose, composition, frequency of meetings, and responsibilities. At least annually, each committee shall review its charter, and recommendations for any changes will be made to the full Board.

DIRECTORS

Director Orientation and Continuing Education

The Bank shall provide an orientation program for new directors which shall explain the operations of the Bank and the banking industry, and describe the responsibilities of Board members, both individually and as a group. In addition, the Bank shall provide ongoing continuing education opportunities for directors to enhance their knowledge of banking and emerging industry developments, opportunities, and risks.

Confidentiality

Each director has an obligation to maintain the confidentiality of information received in connection with his or her service as a director. The confidential relations between the Bank and each of its customers must be protected at all times. Further, any confidential matter relating to the Bank must be kept private and never discussed outside of the normal and necessary course of official business.

Conflicts of Interest

Each director should avoid situations that might lead to a conflict of interest or even the appearance of a conflict. In cases where an actual or potential conflict of interest arises, the director should promptly disclose the matter in accordance with established procedures and recuse himself or herself from discussing, voting, or having any other involvement in the matter.

Insider Activities Policy

The Board shall adopt an Insider Activities Policy, which addresses, among other things, honest and ethical conduct and the handling of confidential information and conflicts of interests for insiders (who include executive officers, directors, principal shareholders, and their related interests). The Audit and Corporate Governance Committee shall review the Insider Activities Policy at least annually, and recommendations for any changes shall be made to the full Board.

Director Compensation

Directors shall receive reasonable compensation for their services as directors and as members of any committee appointed to by the Board, and may be reimbursed by the Bank for ordinary and reasonable expenses incurred in the performance of their duties.

Director Tenure

The Directors of the Bank shall hold office for one year and until their successors are elected and qualified. There is no limit on the number of terms for which a director may be re-elected.

Other Directorships

The Bank encourages its directors to serve on the Board of Directors of community organizations, especially those that benefit low-to-moderate income groups. There is no policy prohibiting directors from sitting on the boards of other public or private companies, providing it does not create or cause the appearance of a conflict of interest or impair the director's ability to carry out his or her duties as a director to the Bank.