Executive & Compensation Committee Charter

Charter Of The Executive Committee And The Compensation Committee

Purpose

The purposes of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of Hawaii National Bank shall be to act on behalf of the Board on those occasions when it is impractical to convene a meeting of the entire Board, serve as the nominating committee with input from the Audit and Corporate Governance Committee, and promote the effective functioning of the Board. The Compensation Committee, a subcommittee of the Executive Committee, administers the compensation program for executive officers and the directors.

Composition Of The Committee

The Executive Committee shall be comprised of at least three members, the majority of which shall be outside directors. The Compensation Committee, a subcommittee of the Executive Committee, shall consist entirely of outside directors.

Meetings

The Executive Committee shall meet as often as circumstances require. The Compensation Committee shall meet at least once a year.

Responsibilities

Executive Committee

The Executive Committee's responsibilities include:

• Acting on behalf of the Board when it is impractical for the full Board to meet. The Committee's actions are subject to Board approval.
• Reviewing annually the composition and operations of the Board and its committees.
• Evaluating, monitoring, and improving the processes for providing information to the Board.
• Evaluating and recommending appropriate director nominees and directors standing for reelection to the full Board and the Company's shareholders with input from the Audit and Corporate Governance Committee.
• Annually recommending the membership of the standing Committees for approval by the Board.
• Recommending to the Board the establishment of special ad hoc committees that may be desirable or necessary from time to time.
• Reviewing this Charter at least annually.

Compensation Committee

The Compensation Committee's responsibilities include:

• Reviewing annual compensation surveys for executive officers and directors.
• Evaluating annually the performance of the executive officers and determining their compensation based on these evaluations, including base salaries, bonuses, incentive compensation, other compensation and benefit plans.
• Reviewing and approving any employment agreements, severance or termination arrangements, and change in control agreements for executive officers.
• Evaluating annually the appropriate level of compensation for non-management members of the Board.
• Performing any other duties that may fall within this Committee's scope.
• Reviewing this Charter at least annually.