SEC Filing - First Hawaiian, Inc.

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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

FIRST HAWAIIAN, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

HERBERT E. WOLFF, Senior Vice President/Secretary
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11:

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Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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FIRST HAWAIIAN, INC.
P.O. Box 3200
Honolulu, Hawaii 96847

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF FIRST HAWAIIAN, INC.

The Annual Meeting of the Stockholders of First Hawaiian, Inc. (the
"Corporation") will be held on April 21, 1994 at 9:30 o'clock A.M. in the 20th
floor Dining Room of the Plaza Club, 900 Fort Street, Honolulu, Hawaii, for the
following purposes:

1. To fix the number of Directors at 15 and to elect five
directors for a term of three years until the Annual Meeting
of Stockholders in 1997, or until their successors are elected
and qualified.

2. To elect the Auditor of the Corporation.

3. To approve an amendment to the Certificate of Incorporation to
increase the number of authorized shares of common stock, par
value $5 per share, from 66,500,000 to 100,000,000.

4. To transact such other business as may properly be brought
before the meeting and any adjournments thereof.

Only stockholders of record at the close of business on February 22,
1994, will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.

BY ORDER OF THE BOARD OF DIRECTORS:

Herbert E. Wolff
Senior Vice President and Secretary

Dated: March 1, 1994

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. PLEASE MARK,
DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY
AND VOTE IN PERSON IF YOU WISH TO DO SO.
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FIRST HAWAIIAN, INC.
P.O. Box 3200
Honolulu, Hawaii 96847

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation
by the Board of Directors of First Hawaiian, Inc. (the "Corporation") of
proxies to be used in the voting at the Annual Meeting of Stockholders of the
Corporation to be held on April 21, 1994, and any adjournments thereof.

The annual report of the Corporation, containing consolidated
financial statements as at and for the year ended December 31, 1993, is being
mailed to all stockholders simultaneously with the mailing of this proxy
statement. This proxy statement and the form of proxy are first being
distributed to stockholders on or about March 1, 1994.

First Hawaiian, Inc. is a holding company for First Hawaiian Bank (the
"Bank"), First Hawaiian Creditcorp, Inc., First Hawaiian Leasing, Inc.,
FHI International, Inc., and Pioneer Federal Savings Bank.

OUTSTANDING SHARES; VOTING RIGHTS

At the close of business on February 22, 1994 (the "record date")
there were 32,350,349 shares of common stock of the Corporation outstanding.
Each share is entitled to one vote; there is no cumulative voting.

The following table sets forth information as of the record date for
each person known by the Corporation to be the beneficial owner of more than
five percent of the common stock of the Corporation:

Name and Amount and
Address of Nature of Percent
Beneficial Beneficial of
Owner Ownership Class
---------- ---------- --------

David M. Haig, Fred C. Weyand, Paul Mullin Ganley 7,900,000 shares, as to which there is 24.42
and Walter A. Dods, Jr., as Trustees under the shared voting and investment power
Will and of the Estate of Samuel M. Damon,
1132 Bishop Street, Honolulu, Hawaii 96813(1)

Asset Management Division, First Hawaiian Bank, 3,634,951 shares(2) 11.24
P.O. Box 3200, Honolulu, Hawaii 96847

Alexander & Baldwin, Inc., 822 Bishop Street, 1,692,894 shares, as to which there is 5.23
Honolulu, Hawaii 96813(3) sole voting and investment power

- --------------------
(1) Messrs. Haig, Weyand, Ganley and Dods are Directors of the Corporation.
Mr. Dods became a Trustee of the Estate on January 1, 1994.

(2) The shares held by the Asset Management Division in fiduciary accounts
include: 1,532,860 shares as to which it has sole voting power and
1,515,020 shares as to which it has sole investment power; 1,715,176
shares as to which it has shared voting power and 1,739,998 shares as to
which it has shared investment power; 386,915 shares as to which sole
voting power is retained by the settlors of the trusts; and 379,933
shares as to which sole investment power is held by outside investment
advisers.

(3) Mr. Robert J. Pfeiffer, a Director of the Corporation, is Chairman of the
Board of Alexander & Baldwin, Inc. Mr. John C. Couch, a Director of the
Corporation, is President and Chief Executive Officer of Alexander &
Baldwin, Inc.

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PROXY VOTING

Proxies in the accompanying form duly executed and received by the
Corporation at any time prior to the Annual Meeting, and not revoked or
superseded prior to being voted, will be voted at the Annual Meeting. Where a
specification is indicated in such proxy, it will be voted in accordance with
such specification. Where no specification is so indicated, such proxy will be
voted in accordance with the recommendations set forth herein.

Proxies in the accompanying form may be revoked or superseded at any
time before they are voted by a proxy of a later date, or by written
notification received by the Secretary of the Corporation prior to the Annual
Meeting. Attendance in person at the Annual Meeting does not of itself revoke a
proxy theretofore given, but any stockholder who attends the Annual Meeting in
person is free to revoke any proxy theretofore given and vote his or her shares
in person.

The Corporation will pay the cost of solicitation of proxies for the
Annual Meeting. In addition to solicitation by use of the mails, proxies may be
solicited personally or by telephone, facsimile or telegraph by certain
officers and regular employees of the Corporation, who will not receive any
added compensation for so doing. The Corporation may reimburse brokers and
others holding shares in their names as nominees for their expenses in sending
proxy material to beneficial owners.

ELECTION OF DIRECTORS

The Bylaws of the Corporation provide that the Board of Directors will
be divided into three equal classes of Directors. Each class of Directors is
elected to serve a 3 year staggered term, with the term of one class expiring
at each Annual Meeting. The number of Directors on the current Board is fixed
at 15. The Board of Directors recommends that the stockholders again set the
total number of Directors at 15.

Directors are elected by a plurality of the votes cast by the holders
of the Corporation's common stock at the Annual Meeting at which a quorum is
present. Under the Corporation's Certificate of Incorporation and Bylaws and
under Delaware law, abstentions and broker non-votes will not have the effect
of votes in opposition to a Director.

Proxies in the accompanying form will (unless a contrary direction is
indicated therein) be voted to elect the nominees named below (who have been
nominated by the present Board of Directors) as Directors to serve subject to
the Certificate of Incorporation and Bylaws of the Corporation. If elected,
each will serve for a term of three years and until a successor is duly elected
and qualified.

If any of the nominees listed are not available for election at the
Annual Meeting (a contingency which the Board of Directors of the Corporation
does not now foresee), it is the intention of the Board of Directors to
recommend the election of such other persons as the Board may select in order
to fill such vacancies. Proxies in the accompanying form will be voted for the
election of such other persons unless authority to vote such proxies in the
election of Directors has been withheld.

The nominees designated by the Board of Directors are named below,
with brief statements setting forth their present principal occupations and
other information, including directorships in public companies:

Shares of Common
Nominees for a Stock of the Corporation Percent
Term of Three Years Until the Beneficially Owned of
Annual Meeting of Stockholders in 1997 at February 22, 1994 Class
- ---------------------------------------- ------------------------ -------

JOHN W.A. BUYERS, 66 has been a Director 1,912 *
of the Bank since 1976. He has been
Chairman of the Board and Chief Executive
Officer of C. Brewer and Company, Limited
since 1992. From 1982 to 1992 he was
Chairman and President of C. Brewer and
Company, Limited. From 1975 to 1982, he
was President and Chief Executive Officer
of C. Brewer and Company, Limited. Since
1989, he has been Chairman of Mauna Loa
Resources, the managing general partner
of Mauna Loa Partners, a master limited
partnership trading on the New York Stock
Exchange. In 1993 he was elected Chairman
of C. Brewer Homes, Inc., a new publicly-
traded company. He is also a Director of
John B. Sanfilippo & Sons, Inc. located
in Elk Grove Village, Illinois.

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JOHN C. COUCH, 54, has been a Director of 5,110 *
the Corporation since 1991 and a Director
of the Bank since 1985. He has been President
and Chief Executive Officer of Alexander
& Baldwin, Inc. since April, 1992. He was
President and Chief Operating Officer of
Alexander & Baldwin, Inc. from October,
1985 until April, 1989 and from April,
1991 to March, 1992. Since April, 1989,
he has been President and Chief Executive
Officer of A&B-Hawaii, Inc., a wholly-owned
subsidiary of Alexander & Baldwin, Inc. He
has been a Director of Alexander & Baldwin,
Inc. since 1985. He was President and Chief
Operating Officer of Matson Navigation
Company, Inc. from January, 1985 to September,
1985 and Executive Vice President and Chief
Operating Officer from January, 1984 to
December, 1984. Since April, 1992 he has
been Vice Chairman of Matson Navigation
Company, Inc. Alexander & Baldwin, Inc.,
which is engaged in ocean transportation,
sugar production and refining, property
development and property management, holds
1,692,894 shares of stock of the Corporation,
as to which Mr. Couch disclaims beneficial
ownership.

DAVID M. HAIG, 42, has been a Director of 7,918,009 24.48
the Corporation since 1989 and a Director
of the Bank since 1983. Mr. Haig is a
beneficiary and, since 1982, a Trustee
under the Will and of the Estate of S. M.
Damon. His reported beneficial ownership of
the Corporation's stock includes 7,900,000
shares owned by the Estate of S. M. Damon
as to which Mr. Haig shares voting and
investment powers, and 2,400 shares owned
by a trust as to which Mr. Haig shares
voting and investment powers. He is
beneficiary of an HR-10 plan which holds
8,000 shares of the Corporation's stock
for which he has sole voting and investment
powers.

DR. RODERICK F. McPHEE, 65, has been a 10,962 *
Director of the Corporation or the Bank
since 1972. Since 1968, he has been
President of Punahou School, a kindergarten
through 12th grade college preparatory school.
Dr. McPhee is President and ex-officio
non-voting member of the Board of
Trustees of Punahou School, which owns
209,316 shares of the Corporation's stock.
He has no voting or investment powers with
respect to such shares and disclaims
beneficial ownership thereof.

ROBERT J. PFEIFFER, 74, has been a Director 1,000 *
of the Corporation since 1982 and a Director
of the Bank since 1980. He has been Chairman
of the Board of Alexander & Baldwin, Inc.
since October, 1980. He was President of
Alexander & Baldwin, Inc. from October, 1979
until January, 1985 and President again from
April, 1989 until April, 1991. He was Chief
Executive Officer from January, 1980 until
April, 1992. He was Chief Executive Officer
of Matson Navigation Company, Inc. from
April, 1973 to April, 1992. He has been
Chairman of the Board since October, 1979.

Shares of Common
Nominees for a Term of Stock of the Corporation Percent
Three Years Until the Beneficially Owned of
Annual Meeting of Stockholders in 1997 at February 22, 1994 Class
- ---------------------------------------- ------------------------ -------

Alexander & Baldwin, Inc., which is
engaged in ocean transportation, sugar
production and refining, property
development, and property management,
holds 1,692,894 shares of stock of the
Corporation, as to which Mr. Pfeiffer
disclaims beneficial ownership.

* The percentage of shares beneficially owned does not exceed one percent of
the shares currently outstanding, including shares that can be acquired within
60 days through the exercise of stock options.

Each of the foregoing nominees who presently serves on the Board
attended 75% or more of the combined total number of meetings held during 1993
of the Board and Committees on which he sits. The Board of Directors met 12
times in 1993.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES AND TO SET
THE TOTAL NUMBER OF DIRECTORS AT 15.

DIRECTORS CONTINUING IN OFFICE AND EXECUTIVE OFFICERS

The Directors continuing to serve on the Board of Directors, pursuant
to their prior elections, and the named executive officers listed in the
Summary Compensation Table below, are listed here. The Directors will serve
subject to the Certificate of Incorporation and the Bylaws of the Corporation
until the annual meeting of stockholders in the year shown parenthetically
after each name and until their respective successors have been duly elected
and qualified.

Shares of Common
Stock of the Corporation Percent
Beneficially Owned of
Directors Continuing to Serve at February 22, 1994 Class
- ---------------------------------------- ------------------------ -------

WALTER A. DODS, JR., 52, (1996) has been 8,180,617 25.29
Chairman of the Board and Chief Executive
Officer of the Corporation and the Bank
since September, 1989. He was President
of the Corporation from March, 1989 to
March, 1991. He was President of the
Bank from November, 1984 to October,
1989 and has been a Director of the
Bank since 1979. He was an Executive
Vice President of the Corporation from
1982 to 1989 and has been a Director of
the Corporation since 1983. he has been
with the Bank since 1968. His reported
beneficial ownership of the Corporation's
stock includes 924 shares held in his wife's
individual retirement account as to which
Mr. Dods disclaims beneficial ownership,
and 13,900 shares that Mr. Dods has the
right to acquire within 60 days through the
exercise of stock options. He is a Trustee
under the Will and of the Estate of S.M.
Damon and his reported beneficial ownership
of the Corporation's stock includes
7,900,000 shares owned by the Estate of
S.M. Damon as to which Mr. Dods shares
voting and investment powers. He is a
Director of Alexander & Baldwin, Inc.,
which holds 1,692,894 shares of the
stock of the Corporation, as to which
Mr. Dods disclaims beneficial ownership.
He is a trustee of Punahou School, which
owns 209,316 shares of the Corporation's
stock; he has shared voting and investment
powers with respect to such shares and
disclaims beneficial ownership thereof.

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DR. JULIA ANN FROHLICH, 53, (1995) has 200 *
been a Director of the Corporation since
1992 and a Director of the Bank since
August, 1991. She has been a Director
of First Hawaiian Creditcorp, Inc. and
First Hawaiian Leasing, Inc. since 1990.
She has been President of the Blood Bank
of Hawaii since 1985.

PAUL MULLIN GANLEY, 54, (1996) has been a 7,967,688 24.63
Director of the Corporation since 1991 and
a Director of the Bank since 1986. He is a
Trustee under the Will and of the Estate of
S.M. Damon and a partner in the Carlsmith
Ball Wichman Murray Case & Ichiki law firm.
His reported beneficial ownership of the
Corporation's stock includes 7,900,000 shares
owned by the Estate of S. M. Damon as to which
Mr. Ganley shares voting and investment
powers; 19,108 shares in his revocable living
trust as to which he has sole voting and
investment powers; 19,150 shares in his wife's
revocable living trust as to which Mr. Ganley
disclaims beneficial ownership; 12,336 shares
in a profit sharing plan as to which he has
sole voting and investment powers; and
17,094 shares in two individual retirement
accounts as to which he has sole voting and
investment powers.

JOHN A. HOAG, 61, (1995) was an Executive Vice 54,530 *
President of the Corporation from 1982 to 1991
and has been President and Director of the
Corporation since 1991. He has been President
and Director of the Bank since October, 1989.
He has been with the Bank since 1960. His
reported beneficial ownership of the
Corporation's stock includes 928 shares
owned jointly with his wife as to which
Mr. Hoag shares voting and investment
powers, 19,781 shares in his wife's
revocable living trust as to which Mr. Hoag
disclaims beneficial ownership and 7,890
shares that Mr. Hoag has the right to
acquire within 60 days through the exercise
of stock options.

BERT T. KOBAYASHI, JR., 53, (1995) has 4,845 *
been a Director of the Corporation since
1991 and a Director of the Bank since 1974.
He is a principal of the law firm of
Kobayashi, Sugita and Goda. He is a
Director of Schuler Homes, Inc.

DR. RICHARD T. MAMIYA, 69, (1996) has been 4,000 *
a Director of the Corporation since January,
1994 and a Director of the Bank since 1980.
He is on the active staff of Queen's Medical
Center for thoracic, cardiovascular, and
general surgery; he is on the courtesy
staff of Straub, Kuakini, and Kapiolani
Children's hospitals. In accordance with
the Corporation's Bylaws and Delaware law,
the Corporation's Board of Directors elected
Dr. Mamiya in January, 1994 to fill the
unexpired term of the late Mr. Sheridan C.
F. Ing.

DR. FUJIO MATSUDA, 69, (1996) has been a 2,520 *
Director of the Corporation since 1987 and
a Director of the Bank since 1985. He has
been Executive Director of the Research
Corporation of the University of Hawaii
since 1984; he was the President of the
University of Hawaii from 1974 to 1984.
He is a Director of UAL Corporation.

GEORGE P. SHEA, JR., 55, (1996) has been 2,555 *
a Director of the Corporation since March,
1993 and the Bank since March, 1989. He
has been Chairman, President and Chief
Executive Officer of First Insurance
Company of Hawaii, Ltd. since 1988. He was
a Certified Public Accountant with Peat
Marwick Mitchell & Company from 1965 to
1971 when he joined First Insurance and
was promoted to Treasurer. He was Vice
President, Secretary and Treasurer of
First Insurance from 1978 to 1982 and
President and Chief Executive Officer from
1982 to 1988.

FRED C. WEYAND, 77 (1995) has been a 7,933,569 24.52
Director of the Corporation since 1986
and a Director of the Bank since 1981. He
was Vice President of the Corporation from
1976 to 1982; Senior Vice President of the
Bank from 1980 to 1982 and Corporate
Secretary from 1978 to 1981. He served as
a commissioned officer in the United
States Army from 1940 to 1976 and held the
office of Chief of Staff from 1974 to
1976. He is a Trustee under the Will and
of the Estate of S. M. Damon. His reported
beneficial ownership of the Corporation's
stock includes 7,900,000 shares owned by
the Estate of S. M. Damon as to which he
shares voting and investment powers and
7,869 shares in his wife's revocable
living trust as to which he shares voting
and investment powers. He is beneficiary
of a defined benefit pension plan which
holds 15,700 shares of the Corporation's
stock for which he has sole voting and
investment powers.

ROBERT C. WO, 68, (1995) was a Director of 13,841 *
the Corporation from 1974 to 1989 and again
since 1992 and has been a Director of the
Bank since 1963. He has been President and
Secretary of BJ Management Corp since 1979.
He has been Chairman of C. S. Wo & Sons,
Ltd., a manufacturer and retailer of home
furnishings since 1973. His reported
beneficial ownership of the Corporation's
stock includes 8,000 shares in the Betty
and Bob Wo Foundation as to which he
shares voting and investment powers.

EXECUTIVE OFFICERS

PHILIP H. CHING - His reported beneficial 25,466 *
ownership of the Corporation's stock
includes 10,808 shares held in his wife's
revocable living trust as to which
Mr. Ching disclaims beneficial ownership
and 2,752 shares that Mr. Ching has the
right to acquire within 60 days through
the exercise of stock options.

DONALD G. HORNER - His reported beneficial 24,361 *
ownership of the Corporation's stock includes
2,757 shares that Mr. Horner has the right to
acquire within 60 days through the exercise
of stock options.

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Shares of Common
Stock of the Corporation Percent
Beneficially Owned of
Executive Officers at February 22, 1994 Class
- ---------------------------------------- ------------------------ -------

HOWARD H. KARR - His reported beneficial 62,404 *
ownership of the Corporation's stock
includes 2,118 shares held in his wife's
revocable living trust, 602 shares held
in his wife's individual retirement
account, 2,500 shares owned by a resident
son, as to which shares Mr. Karr
disclaims beneficial ownership, 2,500
shares held in a custodial account for a
minor child for which he has sole voting
and investment powers, and 3,450 shares
that Mr. Karr has the right to acquire
within 60 days through the exercise of
stock options.

Shares of Common
Stock of the Corporation Percent
Nominees, Directors Continuing to Serve Beneficially Owned of
and Executive Officers at February 22, 1994 Class
- ---------------------------------------- ------------------------ -------

Beneficial Ownership of all Nominees, 8,513,589 26.32
Directors, and Executive Officers as a
Group (18 persons)

- -------------
* The percentage of shares beneficially owned does not exceed one percent of
the shares currently outstanding, including shares that can be acquired within
60 days through the exercise of stock options.

Each of the foregoing Directors attended 75% or more of the combined
total number of meetings held during 1993 of the Board and Committees on which
he or she sits, except for Dr. Mamiya, who is filling an unexpired term. The
Board of Directors met 12 times in 1993. To the Corporation's knowledge, which
is based solely on a review of reports of changes in ownership of the
Corporation's common stock as received by the Corporation from directors,
executive officers and other persons owning more than 10% of the Corporation's
Common Stock, the Corporation believes that all such reports were timely filed,
except for one report that was filed late by Dr. McPhee.

COMMITTEES OF THE BOARD

Among the standing committees of the Board are the Joint Audit
Committee, the Executive Compensation Committee, the Executive Committee and
the Nominating Committee.

The Joint Audit Committee, which met 5 times during 1993, determines
on behalf of the Board whether the performance and examination of the
independent public accounting firm and the Corporation's internal auditor are
satisfactory and adequate to meet the Board's supervisory responsibility. The
Committee reviews internal auditing reports, the adequacy of internal financial
and accounting controls, the work of the external and internal auditors and
management's responses to their audit reports and recommendations. It
recommends the independent public accounting firm proposed for election as
Auditor of the Corporation. It also reviews the Corporation's reports to
stockholders and other financial statements. The Committee reviewed and
approved the 1993 audit plan. The members of the Joint Audit Committee are
George P. Shea, Jr. (Chairman), Warren H. Haruki, Howard K. Hiroki, Roderick
F. McPhee, and Fujio Matsuda. Messrs. Haruki and Hiroki are Directors of the
Bank and hold certified public accountants certificates.

The Executive Compensation Committee acts upon the executive
compensation program of the Corporation and its subsidiaries. The Committee
administers the Incentive Plan for Key Executives, the Long-Term Incentive
Plan, the Stock Incentive Plan, and the Deferred Compensation Plan, reviews the
performance and salaries of the Corporation's Chief Executive Officer and other
senior management officers of the Corporation and its subsidiaries and makes
recommendations to the Board of Directors with respect to the appropriate
senior management compensation structure. The Committee met 3 times in 1993.
Its members are Robert J. Pfeiffer (Chairman), Glenn A. Kaya and Wallace S.
Fujiyama (both Directors of the Bank), and Bert T. Kobayashi, Jr., and Fred C.
Weyand. General Weyand was appointed to the Committee on October 21, 1993 to
replace the late Mr. D. Hebden Porteus.

The Executive Committee serving also as the Nominating Committee
advises the Board of Directors

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with respect to the number of Directors to be elected to the Board and
recommends the persons to be nominated for election as Directors. The Committee
will consider nominees recommended by the stockholders for election as
Director. Any such recommendation, together with the nominee's qualifications
and consent to be considered as a nominee, should be sent to the Secretary of
the Corporation in a sufficient time prior to the Annual Meeting of the
Corporation's stockholders for the Committee to consider and act upon such
recommendation. The Committee met 2 times in 1993. Its members are Robert J.
Pfeiffer (Chairman), Walter A. Dods, Jr., Bert T. Kobayashi, Jr., and Fred C.
Weyand. General Weyand and Mr. Kobayashi were appointed to the Committee on
October 21, 1993 to replace Mr. Porteus and Mr. Ing, respectively.

REMUNERATION OF DIRECTORS

In 1993, the Corporation paid a quarterly retainer of $3,000 to each
member of the Board of Directors who was not an employee of the Corporation or
its subsidiaries. All members of the Board received a fee of $800 and
reimbursement for transportation expenses for each Board meeting attended and
$700 for each committee meeting attended.

The Corporation has a Directors' Retirement Plan for outside Directors
of the Corporation and the Bank who are not covered by the Corporation's
Employees' Retirement Plan. Following retirement from the Board after at least
10 years of service, the retired Director or his or her beneficiary will be
entitled to receive monthly payments for a 10 year period at an annual rate
equal to one-half of the annual retainer fee in effect at the time of his or
her retirement.

EXECUTIVE COMPENSATION

REPORT OF EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent, outside Directors. The
Committee has been designated by the Board of Directors with the responsibility
for administering the executive compensation program of the Corporation and its
subsidiaries.

The philosophy underlying the administration of the Corporation's
executive compensation program is an appropriate linkage between executive
compensation, financial and operating performance, and the creation of
stockholder value. Key objectives of this philosophy include:

o providing a competitive pay system to attract, retain and
motivate executives;

o establishing compensation plans which emphasize
performance-based pay opportunities, as measured by operating,
financial and strategic objectives and goals;

o providing longer-term, equity-based incentives for executives
to ensure they are motivated and rewarded for growth in equity
value and generating higher returns to the stockholders
relative to comparable financial institutions.

The Corporation's present executive compensation program was
established in 1991 and 1992 with the assistance of an independent consultant.
In establishing the program, the Committee took into consideration the total
compensation paid to executives of a peer group of companies (the "Initial Peer
Group") recommended by the consultants. The companies chosen for the Initial
Peer Group were comparably-sized or larger regional bank holding companies,
including the one comparable bank holding company in Hawaii. Compensation
levels were adjusted for relative size of the companies in the Initial Peer
Group. The companies included some, but not all, of the companies which
comprise the S&P Major Regional Bank Index shown in the Comparison of Five-Year
Cumulative Stockholder Return performance graph included in this Proxy
Statement.

The objective of the new executive compensation program was to set the
total compensation package to be competitive with the companies in the Initial
Peer Group, maintaining the existing base salary program while emphasizing
performance-based pay opportunities which would allow compensation to increase
as the Corporation's financial performance improves. The Committee, however,
does not obtain surveys annually to determine whether actual compensation
packages granted each year are at, below or above the median compensation
packages of the companies that were in the Initial Peer Group, and has based
its compensation decisions since the establishment of the current programs
principally on individual factors relating to the Corporation and its
executives as described below.

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The compensation program adopted by the Committee includes three
components designed to implement the foregoing objectives: (1) base salaries;
(2) annual incentives; and (3) long-term incentives. Each of these components
of compensation is discussed separately below.

BASE SALARIES

Base salaries of executive officers are set by the Committee in
December of each year for the following year. The Committee takes into
consideration factors such as varying levels of responsibility, individual
performance, consistency and fairness, cost of living increases, the
Corporation's operating results and financial performance and cost control. The
Committee places no particular weight on, or relative importance to, any single
factor in adjusting base salaries.

ANNUAL INCENTIVES

Annual incentives for executive officers are provided pursuant to the
Incentive Plan for Key Executives (the "IPKE"), which provides cash and
deferred bonuses based upon the Corporation's profitability and the executive's
performance over the course of the year. The IPKE promotes the Corporation's
pay-for-performance philosophy by providing executives with direct financial
incentives, in the form of annual cash bonuses or restricted stock awards, to
achieve corporate and individual performance goals. Moreover, annual bonus
opportunities allow the Corporation to communicate specific goals that are of
primary importance during the coming year and to motivate executives to achieve
these goals. The IPKE was originally approved by the stockholders in 1969 and
has subsequently been amended several times by the stockholders.

The total amount of bonuses available under the IPKE is a bonus pool
equal to 2-1/2% of consolidated income before income taxes and securities
gains for the performance year. Guideline percentages of base salary were set,
increasing as the executives' pay grades increase. In allocating the bonus
pool, the Committee grants bonuses above or below guideline percentages based
upon the Committee members' judgment as to individual performance and relative
levels of responsibility.

IPKE bonuses to the named executive officers for 1993 were established
in accordance with the general procedures set forth above. In 1993, the
Corporation's performance (as measured by profitability) was 5.8% lower than
the level of performance attained in 1992. Bonuses to the named executive
officers for 1993 were at the guideline percentages of base salary. Total
bonuses under the IPKE for 1993 were lower by 8-1/2% as compared to 1992.

Executive officers are also eligible to receive annual bonuses under
the Corporation's Profit Sharing Plan and Cash Bonus Plan, which is a plan with
fixed profit sharing formulas in which all eligible employees of the
Corporation participate and which is not administered by the Committee.

LONG-TERM INCENTIVES

Long-term incentives are provided in the form of cash awards under the
Corporation's Long-Term Incentive Plan (the "LTIP") and grants of stock options
under the Stock Incentive Plan (the "SIP"). In keeping with the Corporation's
commitment to provide a total compensation package which places a significant
amount of pay "at-risk", long-term incentives (plus awards under the IPKE)
comprise approximately 40 percent of the value of an executive's total
compensation package if the Corporation meets its target performance levels.

The Corporation's LTIP applies to a group of key executives approved
by the Committee, much smaller than the group eligible for IPKE and SIP awards.
It is intended to provide incentive compensation to participants based on the
Corporation's ability to sustain a target level of performance over a
three-year performance cycle. Under the current formula LTIP awards are based
on target percentages (ranging from 10% to 35%) of participants' average base
salary over the three-year performance cycle. If the Corporation does not
achieve a threshold average return on equity ("ROE") of 15% over the three-year
performance cycle, no awards are payable under the LTIP. When the Corporation's
ROE exceeds the threshold level, the target awards to participants are adjusted
by a factor (ranging from 0% to 140%) based on the Corporation's financial
performance compared to a peer group, as measured by average return on assets
("ROA"), and the Corporation's asset growth over the period. Relative ROA and
growth of assets are equally weighted in the award determination. In the
Committee's judgement, these performance measures are closely linked to
stockholder value creation and reinforce desired long-term strategies and
performance. In addition, LTIP awards to participants may be adjusted by the
Committee based on that individual's performance (from 0% to 140% of the

10
12
individual's targeted amount as adjusted for the Corporation's performance).

The peer group used for LTIP purposes is comprised of regional bank
holding companies similar to the Corporation in size, performance and nature of
operations. The group, which is not the same as the Initial Peer Group,
includes some, but not all of the companies in the S&P Major Regional Bank
Index.

The Corporation has completed the first performance cycle for the
period 1991-1993. The Corporation's average ROE for the period was 15.85%
(which therefore exceeded the current threshold for awards to be earned) and
its average annual asset growth over the period was 9.7%. When information
regarding the financial performance of the peer group becomes available during
1994, the Committee will determine the appropriate LTIP participants' payouts,
based on the Corporation's ROA compared to that of the peer group as well as
the performance of the individual participants. The amount of the LTIP awards
determined by the Committee in 1994 in respect of the 1991-1993 cycle will be
reported in the proxy statement for the 1995 annual meeting of stockholders.

Under the SIP approved by the stockholders, stock options are granted
at an option exercise price not less than the fair market value of the
Corporation's stock on the date of grant. Accordingly, stock options have value
only if the stock price appreciates from the date the options are granted. This
design focuses executives on the creation of stockholder value over the long
term and encourages equity ownership in the Corporation.

Guidelines for setting the size of stock option grants were set by the
Committee at the time the SIP was established, based on the recommendation of
the independent consultant. The guideline for stock option grants is a
percentage of base salary (ranging from 10% to 85%), based upon officer grades
(increasing as grade increases), resulting in a dollar target which is then
converted into the target number of shares by dividing the dollar target by the
Corporation's stock price on the date of grant. The size of individual annual
awards is increased or decreased from the guideline level based on individual
performance at the sole discretion of the Committee.

CORPORATE PERFORMANCE IN 1993

The Corporation's net income for 1993 represented the second best year
in the Corporation's 135-year history. Net income totalled $81,857,000 in 1993
compared to $86,900,000 in 1992, the Corporation's best year ever.

Despite the challenges created by a continued economic slowdown in the
United States and Japan during 1993, which resulted in Hawaii's worst recession
since statehood, the Committee believes the actual performance results are
commendable. The Corporation's ROA of 1.21% for 1993 continued to exceed the
regional bank average. Although the Corporation's ROE was lower than the
regional bank average for the first time since prior to 1988, this was
attributable in part to the Corporation's strong capital levels. However, the
Corporation did not meet its budgeted financial goals in 1993 and given the
Corporation's policy of closely linking performance and compensation, these
results affect the level of executive compensation in 1993 and 1994 as
discussed in this Report. As discussed above, the Corporation's ROA and ROE
were among the factors considered by the Committee in their determination of
base salary levels for the named executive officers and will be factors in the
setting of LTIP awards for the performance cycle 1991-1993.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The attached Comparison of Five-Year Cumulative Total Stockholder
Return performance graph compares the cumulative total stockholder return
(stock price appreciation and reinvestment of dividends) on the Corporation's
common stock during the last five years as compared to the S&P Major Regional
Bank Index and the broader S&P 500 Index.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Dods has been Chief Executive Officer of the Corporation since
October, 1989. In addition to his corporate responsibilities, Mr. Dods is
regarded as one of Hawaii's premier business leaders and is also respected for
his numerous community, charitable, and educational activities. His involvement
in these activities has contributed considerably to the favorable image of the
Corporation in the community.

BASE SALARY In December, 1992, the Committee met to consider Mr. Dods'
performance in 1992 and his base salary for 1993. Based on the fact that the
Corporation exceeded its financial goals for 1992 and had reported

11
13
record results for that year, and in light of Mr. Dods' role in achieving these
results, the Committee set Mr. Dods' base salary for 1993 at $625,000. The 1993
IPKE and SIP awards were, and the LTIP award for the performance cycle
1991-1993 will be, in part affected by this base salary, because awards under
the plans are based in part upon targeted percentages of base salary.

In December, 1993, the Committee reviewed Mr. Dods' performance and
concluded that his management performance was outstanding and that well
conceived plans were executed, including corporate acquisitions and the
development of a new corporate headquarters building. Based on those factors
and the Corporation's sustained financial performance during a difficult
economic period, the Committee concluded that a merit increase in base pay was
warranted. However, in view of the economic conditions facing the Corporation
and the emphasis on cost controls, Mr. Dods requested that his base salary and
the base salaries of the other four executive officers listed in the Summary
Compensation Table, Messrs. Hoag, Karr, Ching, and Horner, not be increased for
1994. Accordingly, the Committee set Mr. Dods' base salary at $625,000 for
1994, which is the same as it was in 1993. The base salaries for the other key
officers noted above also will remain at 1993 levels.

ANNUAL INCENTIVES In 1993, the Committee awarded Mr. Dods $312,500 under the
IPKE based on its discretionary assessment of the same factors noted above.
This award was at the IPKE's guideline percentage of base salary. The Committee
concluded that the amount was appropriate in light of the consistent success of
the Corporation and Mr. Dods' individual contributions. The amount was less
than the $375,000 annual incentive award earned by Mr. Dods in 1992, because
the bonus pool was smaller as a result of lower earnings in 1993 and because
there were more participants in the IPKE in 1993 than in 1992. In 1993, Mr.
Dods also received a cash bonus of $15,625 from the Corporation's qualified
Profit Sharing Plan and Cash Bonus Plan in which all eligible employees
participate and receive payments based on the formulas set forth in the Plans.

LONG TERM INCENTIVES In April, 1993, Mr. Dods received options to purchase
18,000 shares pursuant to the SIP, as set forth in the table under "Option
Grants in Last Fiscal Year." This award was based upon the SIP's guideline
percentage of base salary, and the number of shares was rounded up to the
closest 1,000 shares. The Committee has determined that in their judgment the
number of options granted was appropriate in light of other elements of
compensation awarded, and would serve the objective of directly linking a
significant portion of Mr. Dods' compensation to future creation of stockholder
value.

Mr. Dods will also be eligible to receive the first payout under the
LTIP in 1994 based on the Corporation's financial performance for the 1991-1993
performance cycle. As discussed above, the amount awarded will be disclosed in
the proxy statement for the 1995 annual meeting.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT

Recently enacted Section 162(m) of the Internal Revenue Code generally
limits the deductibility by corporations of compensation in excess of
$1,000,000 paid to certain executive officers beginning in 1994, unless certain
requirements are met. The Committee continues to consider the impact of this
new tax code provision on the Corporation, and, in due course, will review its
compensation programs for the executive officers subject to the deduction limit
while preserving its focus on performance-driven compensation.

CONCLUSION

The Committee believes these compensation policies and programs
effectively serve the interests of stockholders and the Corporation. The
various pay programs offered are appropriately balanced to provide increased
motivation for executives to contribute to the Corporation's overall future
successes, thereby enhancing stockholder value.

Executive Compensation Committee
Robert J. Pfeiffer, Chairman
Wallace S. Fujiyama
Glenn A. Kaya
Bert T. Kobayashi, Jr.
Fred C. Weyand

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14

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN*
-----------------------------------------------------------
Among First Hawaiian, Inc.,
S&P 500 Index and S&P Major Regional Bank Index
(Companies appear in published industry index)

First S&P S&P Major
Measurement Period Hawaiian, Inc. 500 Index Regional Bank Index
- ------------------------ -------------- --------- -------------------
(Fiscal Year Covered)

Measurement P+ 12/31/88 $100 $100 $100
FYE 12/31/89 172 132 122
FYE 12/31/90 140 127 87
FYE 12/31/91 204 166 156
FYE 12/31/92 220 179 199
FYE 12/31/93 197 197 210

- --------
* Total return assumes reinvestment of dividends and $100 invested on
December 31, 1988 in the First Hawaiian, Inc. common stock, S&P 500 Index and
S&P Major Regional Bank Index.

RETURN ON ASSETS (%)
- -----------------------------------------------------------------------------
Regional Bank Average
Fiscal Year First Hawaiian, Inc. (54 regional banks)*
- ----------- -------------------- ---------------------

1988 1.08 .86
1989 1.29 .88
1990 1.35 .62
1991 1.36 .62
1992 1.33 .92
1993 1.21 1.17

- --------
* Source: Merrill Lynch & Co. Statistical Fact Book

RETURN ON EQUITY (%)
- -----------------------------------------------------------------------------
Regional Bank Average
Fiscal Year First Hawaiian, Inc. (54 regional banks)*
- ----------- -------------------- ---------------------

1988 19.4 13.2
1989 22.2 13.3
1990 20.3 8.9
1991 17.4 8.1
1992 16.5 12.6
1993 14.0 15.5

- --------
* Source: Merrill Lynch & Co. Statistical Fact Book

15
SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for the chief
executive officer and the other four most highly compensated executive officers
for the years ended December 31, 1993, 1992 and 1991.

Long-Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------------------- -------
Name Other
and Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary(1) Bonus(2) sation(3) Awards(4) Options Payouts sation(5)
- --------------------- ---- --------- -------- --------- ---------- ---------- ------- ---------

Walter A. Dods, Jr. 1993 $711,190 $334,021 $34,645 $ -- 18,000 --(7) $41,432
Chairman of the 1992 $652,400 $375,587 $37,273 $ -- 18,800 None $35,939
Board of Directors, 1991 $585,000 $384,827 $28,110 $ -- None(6) None $36,075
Chief Executive
Officer, and
Director of the
Corporation
and Bank

John A. Hoag 1993 $493,648 $195,896 $19,494 $ -- 9,920 --(7) $24,018
President and 1992 $453,700 $210,477 $18,808 $ -- 10,820 None $12,410
Director of the 1991 $409,300 $217,665 $17,838 $ -- None(6) None $ 7,191
Corporation
and Bank

Howard H. Karr 1993 $271,992 $124,646 $19,447 $ -- 4,960 --(7) $ 9,480
Executive Vice 1992 $247,500 $132,460 $17,430 $ -- 4,420 None $ 1,764
President and 1991 $222,400 $137,084 $16,364 $ -- None(6) None $ 1,218
Treasurer of the
Corporation and
Vice Chairman
and Chief Financial
Officer of the Bank

Philip H. Ching 1993 $243,664 $106,249 $22,115 $ -- 3,510 --(7) $12,282
Executive Vice 1992 $218,800 $112,340 $20,006 $ -- 3,750 None $ 5,639
President of the 1991 $195,200 $116,272 $19,052 $ -- None(6) None $ 3,650
Corporation and
Vice Chairman
of the Bank

Donald G. Horner 1993 $222,550 $102,500 $18,999 $ -- 3,730 --(7) $ 6,351
Executive Vice 1992 $206,800 $109,460 $16,086 $ -- 3,650 None $ 885
President of the 1991 $181,800 $113,220 $60,004 $ -- None(6) None $ 908
Corporation and
Bank

NOTES:

(1)Includes the following for the above named executive officers:

Base Director and Total
Year Salary Committee Fees Other Salary
-----------------------------------------------------------

Dods . . . . . . 1993 $625,000 $82,200 $3,990 $711,190
1992 $575,000 $77,400 $ -- $652,400
1991 $500,000 $85,000 $ -- $585,000

Hoag . . . . . . 1993 $400,000 $84,300 $9,348 $493,648
1992 $375,000 $78,700 $ -- $453,700
1991 $325,000 $84,300 $ -- $409,300

Karr . . . . . . 1993 $250,000 $20,300 $1,692 $271,992
1992 $230,000 $17,500 $ -- $247,500
1991 $200,000 $22,400 $ -- $222,400

14
16

Ching . . . 1993 $212,500 $25,900 $5,264 $243,664
1992 $195,000 $23,800 $ -- $218,800
1991 $170,000 $25,200 $ -- $195,200
Horner . . . 1993 $205,000 $16,800 $ 750 $222,550
1992 $190,000 $16,800 $ -- $206,800
1991 $165,000 $16,800 $ -- $181,800

(2)Includes cash awards under the IPKE and awards under the qualified Profit
Sharing Plan and Cash Bonus Plan.

(3)Includes primarily imputed income, including "gross-up" for income taxes,
related to social club memberships and dues and personal use of automobiles.
For 1993, the amounts of Other Annual Compensation disclosed for each of the
above named executive officers consisted of the following:

Club
Memberships
Year and Dues Automobiles Total
---- ----------- ----------- -------

Dods . . . . 1993 $13,102 $21,543 $34,645
1992 $18,415 $18,858 $37,273
1991 $11,083 $17,027 $28,110
Hoag . . . . 1993 $ 4,393 $15,101 $19,494
1992 $ 4,154 $14,654 $18,808
1991 $ 3,631 $14,207 $17,838
Karr . . . . 1993 $ 4,763 $14,684 $19,447
1992 $ 4,576 $12,854 $17,430
1991 $ 4,080 $12,284 $16,364
Ching . . . 1993 $ 8,322 $13,793 $22,115
1992 $ 7,932 $12,074 $20,006
1991 $ 7,139 $11,913 $19,052
Horner . . . 1993 $ 6,366 $12,633 $18,999
1992 $ 5,027 $11,059 $16,086
1991 $49,133 $10,871 $60,004

(4)There were no restricted stock awards to the above named executive officers
under the IPKE for the years shown. As of December 31, 1993, the aggregate
number of non-vested shares by the year of vesting of such shares for each of
the above named executive officers and aggregate market value (based on the
market price of the stock at December 31, 1993) follow:

Number of
Shares Vesting In Market
----------------- Total Value
1995 1998 Shares 12/31/93
------ ------ ------ --------

Dods . . . . . 8,163 -- 8,163 $202,034
Hoag . . . . . 5,612 -- 5,612 138,897
Karr . . . . . -- -- -- --
Ching . . . . 2,755 -- 2,755 68,186
Horner . . . . -- 17,666 17,666 437,234
------ ------ ------ --------
Total . . . 16,530 17,666 34,196 $846,351
====== ====== ====== ========

Dividends are paid to the above named executive officers on their restricted
stock holdings. The IPKE awards are intended to reward key employees based upon
the Corporation's overall performance, the individual's business unit's
performance and the key employee's own performance. The IPKE is administered by
the Committee. The IPKE provides for a maximum bonus pool equivalent to 2-1/2%
of consolidated income before income taxes and securities gains for the
performance year. The Chief Executive Officer will, at his discretion, allocate
a portion of the bonus pool to each business unit. The manager of each business
unit will recommend how this allocated amount should be distributed to
individual participants in the business unit. Individual awards are generally
based upon the participant's management level and performance during the
performance period. The business unit manager's recommendations are reviewed
and approved or adjusted by the Chief Executive Officer. These recommendations
are then presented to the Committee for final review and approval.

15
17
The awards under the IPKE can be paid, at the Committee's sole discretion,
in cash and/or common stock with a fair market value equal to the award
amount. A participant can elect to have all or a portion of the cash award
deferred for future payment under the Corporation's Deferred Compensation
Plan.

Participants are entitled to vote the restricted shares. IPKE shares
become vested upon the participant attaining 60 years of age, completion of
20 full years of employment, retirement, death, or termination of employment
prior to retirement with the approval of the Corporation, whichever occurs
earliest. Beginning in 1989, for those participants who had previously met
the minimum restrictions for completion of 20 full years of employment or
attaining 60 years of age, the Committee imposed a five-year restriction
from the date of any subsequent stock awards. IPKE also provides for
forfeiture by the participant and reversion to the Corporation of all
non-vested shares, previously awarded in certain cases of termination of
employment.

(5)Includes term life insurance premiums including "gross-up" for income taxes,
and split dollar insurance agreements as discussed below. Details of All
Other Compensation for each of the above named executive officers for 1993
are as follows:

Term Split Dollar
Insurance Insurance Total
--------- ------------ -------

Dods . . . . . . . . $32,735 $ 8,697 $41,432
Hoag . . . . . . . . $ 7,206 $16,812 $24,018
Karr . . . . . . . . $ 1,770 $ 7,710 $ 9,480
Ching . . . . . . . $ 3,751 $ 8,531 $12,282
Horner . . . . . . . $ 824 $ 5,527 $ 6,351

The Corporation has split dollar insurance agreements with the named
executive officers, as well as other senior officers. The Corporation pays
the insurance premium and imputes the economic benefit to the executive
utilizing the PS58 table published by the Internal Revenue Service. Under
the agreement, the executive owns a policy with a death benefit equal to
three times final salary and the Corporation owns an interest in the policy
on the life of the executive sufficient to recover all previously paid
premiums plus any foregone interest, net of the income tax benefit, on such
premium payments upon the death of the executive. The amount for each named
executive officer under this split dollar agreement included in the above
table represents the foregone interest, net of applicable income tax
benefit. The Corporation also has a $1,000,000 whole life insurance policy
on the life of Mr. Dods. The premium and related "gross-up" income taxes on
this policy are included under the Term Insurance column. The death benefit
under this policy is deducted from the death benefit under Mr. Dods' split
dollar policy.

(6)The Corporation did not have a stock incentive plan in effect in 1991.

(7)The amounts of LTIP awards for the first LTIP cycle (1991-1993) have not
been determined at this time. The amounts will be determined and paid in
1994 and will be disclosed in the proxy statement for the annual meeting to
be held in 1995.

There are no employment contracts, change-in-control arrangements (other than
in the LTIP, SIP and Deferred Compensation Plan) or termination of employment
arrangements with the named executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth the stock options granted on April 14,
1993 to each of the above named executive officers under the SIP. The table
also lists the potential realizable values of such options on the basis of
assumed annual compounded stock appreciation rates of 5% and 10% over the
life of the options, which is set at 10 years. The Corporation does not have
a stock appreciation rights program.

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants}(1) for Option Term(2)
- -------------------------------------------------------------------------------- ---------------------
Number of Percent of
Securities Total Options Exercise
Underlying Granted to or Expira-
Options Employees in Base Price tion
Name Granted(3) Fiscal Year Per Share Date 5% 10%
- ----------------------------------- ------------- ---------- ------- -------- --------

Walter A. Dods, Jr. . . 18,000 17.0% $30.25 4/14/03 $342,433 $867,793
John A. Hoag . . . . . . 9,920 9.4% $30.25 4/14/03 $188,719 $478,250
Howard H. Karr . . . . . 4,960 4.7% $30.25 4/14/03 $ 94,359 $239,125
Philip H. Ching . . . . 3,510 3.3% $30.25 4/14/03 $ 66,774 $169,220
Donald G. Horner . . . . 3,730 3.5% $30.25 4/14/03 $ 70,960 $179,826

16
18
NOTES:

(1) Options under the SIP are granted at 100% of the market value of the
stock on the date of the grant. Options vest 25% per year after the first
anniversary after the date of grant. No option may be exercised prior to
vesting (and in no event earlier than 6 months after the date of grant) or
later than 10 years after the date of grant. The exercise price of an option
is payable either in cash, by tendering previously acquired shares by the
optionee, or by a combination of cash and previously acquired shares. In the
event of a change in control, as defined in the SIP, all options granted and
held at least six months become immediately exercisable and vested. In the
event of death, disability or retirement, the Committee has the discretion
to accelerate the vesting of options previously granted. The SIP provides
for the shortening of the exercise period for vested options if termination
is due to death, disability or retirement. The SIP also provides for the
Corporation to withhold statutory income taxes upon the exercise of the
options by the option holder paying cash or tendering previously acquired
Corporation shares or by the Corporation withholding the appropriate number
of option shares which would have been issued following the option exercise.
Without the approval of the stockholders of the Corporation, the SIP cannot
be terminated, amended, or modified to (a) increase the total amount of
shares which may be issued except as provided in the SIP; (b) change the
class of eligible employees; (c) materially increase the cost of the SIP or
benefits to the participants; (d) extend the maximum period after the date
of grant during which the options may be exercised; or (e) change the
provisions of the exercise price.

(2) The potential realizable value is reported net of the option exercise
price, but before income taxes associated with exercise. These amounts
represent assumed annual compounded rates of appreciation of 5% and 10% from
the date of grant to the end of the option. Actual gains, if any, on stock
option exercises are dependent on the future performance of the
Corporation's common stock, overall stock market conditions, and the
optionees' continued employment through the vesting period. The amounts
reflected in these columns may not necessarily be achieved.

(3) None of the options granted represent reload options.

OPTION VALUES AT DECEMBER 31, 1993

The following table reflects the securities underlying unexercised
options and the value of these options as of December 31, 1993:

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at December 31, 1993 at December 31, 1993
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- ------------------------------ -------------------------

Walter A. Dods, Jr. . . . . . 4,700/32,100 None/None
John A. Hoag . . . . . . . . . 2,705/18,035 None/None
Howard H. Karr . . . . . . . . 1,105/ 8,275 None/None
Philip H. Ching. . . . . . . . 938/ 6,322 None/None
Donald G. Horner . . . . . . . 913/ 6,467 None/None

There were no options exercised by the named executive officers in 1993.

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

The Corporation's LTIP applies to a group of key executives approved
by the Executive Compensation Committee, much smaller than the group eligible
for IPKE and SIP awards. It is intended to provide incentive compensation to
participants based on the Corporation's ability to sustain a target level of
performance over a three-year performance cycle. The first cycle covers
1991-1993; the second cycle 1992-1994; and so on. The LTIP is administered by
the Executive Compensation Committee and has no expiration date.

Under the current formula LTIP awards are based on target percentages
(ranging from 10% to 35%) of participant's average base salary over the
three-year performance cycle. If the Corporation does not achieve a threshold
average return on equity ("ROE") of 15% over the three-year performance cycle,
no awards are payable under the LTIP. When the Corporation's ROE exceeds the
threshold level, the target awards to par-

17
19
ticipants are adjusted by a factor (ranging from 0% to 140%) based on the
Corporation's financial performance compared to a peer group, as measured by
average return on assets ("ROA"), and the Corporation's asset growth over the
period. Relative ROA and growth of assets are equally weighted in the award
determination. In the Committee's judgment, these performance measures are
closely linked to stockholder value creation and reinforce desired long-term
strategies and performance. In addition, LTIP awards to participants may be
adjusted by the Committee based on that individual's performance (from 0% to
140% of the individual's targeted amount as adjusted for the Corporation's
performance).

The peer group used for LTIP purposes is comprised of regional bank
holding companies similar to the Corporation in size, performance and nature of
operations. The group, which is not the same as the Initial Peer Group,
includes some but not all of the companies in the S&P Major Regional Bank
Index.

Cash payouts are made after each three-year performance cycle. A
participant can elect to have the cash award deferred for future payment under
the Corporation's Deferred Compensation Plan.

The following table reflects the estimated future payouts, with
respect to the named executive officers, at threshold, target and maximum award
levels for the three-year performance cycle beginning in 1993 and ending in
1995. Actual payouts are contingent upon the Corporation meeting its threshold
ROE and are subject to adjustment by the Committee as described above, based
upon corporate and individual performance, which will be determined in 1996 for
the 1993-1995 performance cycle.

Performance
Number of or Other Estimated Future Payouts
Shares, Units Period Until under Non-Stock Price-Based Plans(2)
or Other Maturation or ------------------------------------------------
Name Rights Payout(1) Threshold(3) Target Maximum(4)
---- ------------ --------------- ------------ -------- ----------

Walter A. Dods, Jr. . . . None 12/31/95 None $218,750 $428,750
John A. Hoag . . . . . . None 12/31/95 None $120,000 $235,200
Howard H. Karr . . . . . None 12/31/95 None $ 50,000 $ 98,000
Philip H. Ching . . . . . None 12/31/95 None $ 42,500 $ 83,300
Donald G. Horner . . . . None 12/31/95 None $ 41,000 $ 80,360

NOTES:

(1)Performance period beginning January 1, 1993 and ending December 31, 1995.

(2)Estimated future payouts under the target and maximum columns are based upon
the named executive officer's base salary as of 12/31/93.

(3)If the Corporation does not meet its threshold ROE or the participant
receives a 0% performance rating, there is no payout.

(4)Under the current formula, the maximum individual payout is limited to 196%
of the target amount.

PROFIT SHARING PLAN AND CASH BONUS PLAN. The Corporation has a defined
contribution Profit Sharing Plan and Cash Bonus Plan (the "Plan"). All regular
employees of the Corporation and participating subsidiaries (including those
who are officers and directors) become members of the Plan on the first of the
month coincident with or next following their completion of one year of service
in which they work 1,000 hours. The Plan provides that for every taxable year,
the Corporation and its participating subsidiaries shall each contribute to the
Plan an amount of cash equal to one-half of the applicable percentage of the
total compensation of the members employed by each company, respectively, for
such year. Such percentage of the total compensation is a function of the
percentage increase in the Corporation's consolidated net earnings for such
year as determined from the following table:

Percent Increase In Percent of Total
Consolidated Net Earnings Compensation
------------------------- ----------------

0 or less 5.0
5 8.0
10 11.5
15 15.5
20 20.0
25 25.0

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The other half of the amount of the Corporation's contribution is distributed
in the form of a cash bonus that is currently taxable to the employee.

A member's share of the total profit sharing contribution bears the
same proportion to the total as is represented by the member's compensation for
the plan year divided by the total compensation of members entitled to an
allocable share of the profit sharing contribution.

PENSION PLANS

The Corporation has an Employees' Retirement Plan (the "ERP") for
employees of the Corporation and participating subsidiaries who have completed
certain age and service requirements. Under the ERP, covered compensation
includes salary, including overtime, but excluding bonuses. Pension
compensation is also limited to a maximum allowable under the Internal Revenue
Code. Retirement benefits become payable effective upon an employee's
retirement at the normal retirement age of 65 years. Normal retirement benefits
payable under the ERP are based on total or final compensation and years of
credited service. Under specified circumstances, an employee who has attained a
certain age and length of service may retire early with reduced benefits.

The Corporation has a non-qualified, unfunded Supplemental Executive
Retirement Plan (the "SERP") for executives of the Corporation and
participating subsidiaries. To be eligible, an executive must have had benefits
under the Corporation's tax-qualified plans that are limited by certain laws or
regulations governing such plans and their benefits. The SERP provides the
difference between an unrestricted benefit and the restricted benefit allowed
under the qualified plan. In determining the pension benefits under the SERP, a
participant's covered compensation includes salary, including overtime, as well
as the annual bonus earned under the IPKE.

The following table illustrates the estimated annual pension benefits
payable to an executive officer at age 65. Whether these amounts become payable
depends on the contingencies and conditions governing the Corporation's ERP and
SERP.

Final Years of Service(2)
Average -------------------------------------------------------------
Compensation(1) 15 20 25 30 35
--------------- -------- -------- -------- -------- --------

$ 200,000 $ 50,626 $ 67,501 $ 84,377 $101,252 $118,127
250,000 63,751 85,001 106,252 127,502 148,752
300,000 76,876 102,501 128,127 153,752 179,377
350,000 90,001 120,001 150,002 180,002 210,002
400,000 103,126 137,501 171,877 206,252 240,627
450,000 116,251 155,001 193,752 232,502 271,252
500,000 129,376 172,501 215,627 258,752 301,877
550,000 142,501 190,001 237,502 285,002 332,502
600,000 155,626 207,501 259,377 311,252 363,127
650,000 168,751 225,001 281,252 337,502 393,752
700,000 181,876 242,501 303,127 363,752 424,377
750,000 195,001 260,001 325,002 390,002 455,002
800,000 208,126 277,501 346,877 416,252 485,627
850,000 221,251 295,001 368,752 442,502 516,252
900,000 234,376 312,501 390,627 468,752 546,877
950,000 247,501 330,001 412,502 495,002 577,502
1,000,000 260,626 347,501 434,377 521,252 608,127
1,050,000 273,751 365,001 456,252 547,502 638,752
1,100,000 286,876 382,501 478,127 573,752 669,377
1,150,000 300,001 400,001 500,002 600,002 700,002
1,200,000 313,126 417,501 521,877 626,252 730,627

NOTES:

(1)Final average compensation represents the average annual compensation during
the highest 60 consecutive calendar months in the last 120 calendar months of
creditable service. Compensation for the purpose of this table includes total
salary plus the value of awards under the IPKE as shown on the Summary
Compensation Table (but not bonuses under the Profit Sharing Plan and Cash
Bonus Plan). The estimated annual benefits are computed on the basis of a
straight-life annuity form of payment with no social security offset.

(2)As of December 31, 1993, the number of years of creditable service under the
Corporation's defined benefit

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plans for each of the named executive officers in the Summary Compensation
Table was as follows: Mr. Dods, 25 years; Mr. Hoag, 34 years; Mr. Karr, 21
years; Mr. Ching, 36 years; and Mr. Horner, 15 years.

TEN-YEAR OPTION REPRICINGS

For the year ended December 31, 1993, there was no adjustment or
amendment to the exercise price of the stock options previously awarded.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Executive Compensation Committee was, at any time
during the last completed fiscal year, an officer or employee of the
Corporation or any of its subsidiaries. General Weyand was Vice President of
the Corporation from 1976 to 1982; Senior Vice President of the Bank from 1980
to 1982 and Corporate Secretary from 1978 to 1981.

The Corporation has in the ordinary course of business extended credit
to Messrs. Kaya and Kobayashi (consisting of real estate mortgages and consumer
credit lines) as follows:

Aggregate
Largest Indebtedness Interest
Aggregate Outstanding Rate
Indebtedness December 31, Per
Name in 1993 1993 Annum
----------------------- ------------ ------------ -------------

Glenn A. Kaya . . . . . . $421,229 $416,415 6.125%-6.625%
Bert T. Kobayashi, Jr. . . $891,700 $867,098 5.00 %-6.125%

In 1993, the subsidiaries of the Corporation paid fees to the law firm
of Kobayashi, Sugita & Goda in the amount of $1,000,301. Mr. Kobayashi is a
partner of Kobayashi, Sugita & Goda.

Mr. Pfeiffer is Chairman of the Board and a director of Alexander &
Baldwin, Inc., which owns 5.23% of the Corporation's outstanding common stock.
Mr. Dods is a director of Alexander & Baldwin, Inc. and the Asset Management
Division of First Hawaiian Bank holds 2,992,715 shares of Alexander & Baldwin,
Inc.'s common stock in a fiduciary capacity. Mr. Dods does not serve on the
executive compensation committee (or other board committee performing the
equivalent function) of Alexander & Baldwin, Inc.

The Bank has (a) made loans to Mr. Wallace S. Fujiyama and Alexander &
Baldwin, Inc. and (b) made loans to, and issued a letter of credit on behalf
of, Matson Navigation Company, Inc., a subsidiary of Alexander & Baldwin, Inc.
These loans and the letter of credit were made in the ordinary course of
business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons, and did not involve more than normal risks of
collectibility or present other unfavorable features.

CERTAIN TRANSACTIONS

The total amount of loans outstanding to directors and executive
officers of the Corporation from the Bank aggregated $957,270 at December 31,
1993. These loans were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than normal risks of collectibility or present other
unfavorable features.

The following schedule shows detailed information on loans made by the
Corporation to those Directors (including nominees) and named executive
officers of the Corporation whose aggregate indebtedness exceeded $60,000 at
any time during 1993:

Aggregate
Largest Indebtedness Interest
Aggregate Outstanding Rate
Indebtedness December 31, Per
Name and Title in 1993 1993(1) Annum
- ----------------------- ------------ ------------ ------------

John W. A. Buyers $996,998 $984,523 5.00%-6.375%
Director
Philip H. Ching $264,354 $260,995 5.00%-7.62 %
Executive Vice President

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Aggregate
Largest Indebtedness Interest
Aggregate Outstanding Rate
Indebtedness December 31, Per
Name and Title in 1993 1993(1) Annum
- ------------------------------- ------------ ------------- -----------

John C. Couch $2,739,968 $2,112,387 5.00%-9.00%
Director

Walter A. Dods, Jr. $1,950,084 $1,257,461 5.00%-7.62%
Chairman, Chief Executive Officer
and Director

Dr. Julia Ann Frohlich $ 66,792 $ 14,371 7.62%
Director

David M. Haig $1,325,482 $1,221,214 6.00%
Director

John A. Hoag $ 353,633 $ 214,127 4.00%-7.62%
President and Director

Donald G. Horner $ 425,658 $ 366,766 5.00%-7.62%
Executive Vice President

Howard H. Karr $ 523,623 $ 516,504 5.00%-7.62%
Executive Vice President
and Treasurer

Bert T. Kobayashi, Jr. $ 891,700 $ 867,098 5.00%-6.125%
Director

Dr. Richard T. Mamiya $2,734,586 $2,696,597 5.00%-9.125%
Director

Dr. Fujio Matsuda $ 361,547 $ 338,308 5.00%-6.125%
Director

Dr. Roderick F. McPhee $ 379,282 $ 371,968 5.75%-6.00%
Director

NOTE:

(1) All loans are secured by real estate mortgages or are consumer credit lines.

The Bank leases a parcel of land, on which a branch of the Bank is
located, from the Estate of Samuel M. Damon pursuant to a lease commencing July
1, 1967. This lease is for a term of 50 years, requiring the payment of a fixed
annual rent of $95,713 annually from July 1, 1993 to June 30, 1997. Rents
thereafter are to be fixed for each of two succeeding 10-year periods by
agreement or failing agreement by appraisal. Messrs. Haig, Weyand, Ganley and
Dods are Directors of the Corporation and the Bank and Trustees of the Estate.
Management of the Corporation believes that this transaction is as favorable to
the Corporation and the Bank as that which would have been obtainable in
transactions with persons or companies not affiliated with the Corporation or
the Bank.

The Bank leases 4,178 square feet of office space to the Estate of
Samuel M. Damon in a downtown Honolulu office building in which the Bank's
headquarters are temporarily located pending the construction of a new
headquarters building. The Estate leased 4,031 square feet in the old
headquarters building at $2.00 per square foot per month for the period ending
April 30, 1997. In consideration of the Estate and other tenants of the old
headquarters building agreeing to temporarily relocate their offices to allow
for construction of the new building, the Bank offered the Estate and 3 other
non-related tenants comparable space in the temporary location at the same
aggregate rent as previously applied in the old building. Management of the
Corporation believes that, while the rent charged to the Estate and the other
tenants may not be market rate rents for the temporary location, the temporary
arrangements made for the Estate described above are as favorable to the
Corporation and the Bank as those that would have been obtainable in a similar
transaction with persons or companies not affiliated with the Corporation or
the Bank.

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ELECTION OF AUDITOR

The Board of Directors, on recommendation of the Joint Audit
Committee, recommends the re-election of Coopers & Lybrand as Auditor of the
Corporation to serve for the ensuing year. Coopers & Lybrand has served the
Corporation in the capacity of independent Auditors since 1973. Proxies in the
accompanying form will be voted for the election of Coopers & Lybrand unless a
contrary specification is indicated therein, in which event they will be voted
as specified. Election of the Auditor requires the affirmative vote of a
majority of the shares present or represented at the meeting. Under the
Corporation's Certificate of Incorporation and Bylaws, abstentions and broker
non-votes will not have the effect of votes in opposition to the election of
Coopers & Lybrand.

It is expected that representatives of Coopers & Lybrand will be at the
Annual Meeting and will be available to respond to questions and make a
statement if they choose.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR.

AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK

The Board of Directors believes that it is advisable, for the reasons
set forth below, to amend Article Fourth of the Certificate of Incorporation of
the Corporation to increase the number of authorized shares of common stock,
par value $5.00 per share ("Common Stock"), from 66,500,000 to 100,000,000
shares. Accordingly, at its meeting on January 20, 1994, the Board of Directors
adopted a resolution proposing that an amendment to Article Fourth of the
Corporation's Certificate of Incorporation be presented to the stockholders at
the Annual Meeting for their approval. The proposed resolution being submitted
for stockholder approval is as follows:

RESOLVED, that Article Fourth of the Certificate of
Incorporation be amended to increase the number of authorized shares
of Common Stock of the Corporation by 33,500,000 shares and to read in
its entirety as follows:

FOURTH: The total number of shares of stock which
this corporation shall have authority to issue is One Hundred
Million (100,000,000) shares of common stock having a par
value of Five Dollars ($5.00) per share.

As of the close of business on February 22, 1994, 32,350,349 of the
66,500,000 shares of Common Stock now authorized by the Certificate of
Incorporation were issued and outstanding, and an additional 212,497 shares of
Common Stock were held by the Corporation for issuance in connection with the
IPKE and SIP.

The Corporation has no agreements, commitments or plans at this time
for the sale or other use of the additional authorized shares of Common Stock.
However, the Board of Directors believes that it is in the best interest of the
Corporation and its stockholders to increase the shares of authorized Common
Stock so that a sufficient number of additional shares of Common Stock will be
available for issuance from time to time in connection with possible future
actions such as stock splits or stock dividends or for the purpose of
accomplishing a merger with, or of acquiring, another corporation, bank or
trust company. Having such additional authorized shares of Common Stock
available for issuance in the future will give the Corporation greater
flexibility to take advantage of opportunities that may arise and allow
additional shares of Common Stock in excess of the number of shares presently
authorized to be issued without the expense and delay of a special meeting of
stockholders. The Corporation does not have any plan at present to effect a
merger with, or otherwise acquire, any other company.

If the resolution is adopted and the Certificate of Incorporation is
amended in accordance therewith, the newly authorized Common Stock could
generally be issued at the discretion of the Board of Directors, subject,
however, to the rights of the Corporation's stockholders under Article Ninth of
the Certificate of Incorporation, as described below. In addition, in certain
circumstances, the rules and regulations of NASDAQ (on which the Common Stock
is now traded) may require specific stockholder authorization of a proposed
issuance of shares of Common Stock.

Article Ninth of the Certificate of Incorporation provides that upon
any increase in the authorized capital stock of the Corporation, unless the
resolution of the stockholders of the Corporation authorizing said increase
shall otherwise provide, the Board of Directors shall first offer the
additional authorized stock pro rata

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to all stockholders of record at such price and on such terms as the Board of
Directors may in each instance fix. An exception to the requirement that
authorized capital stock first be offered to all stockholders is provided in
Article Ninth with respect to the issuance of additional stock of the
Corporation for the purposes of accomplishing the merger with, or of otherwise
acquiring, another corporation, bank or trust company. Therefore, except for
the issuance of the new shares in connection with a merger or acquisition by
the Corporation, the proposed increase in authorized Common Stock should not
have any effect upon a change in control of the Corporation.

The additional shares for which authorization is sought would be
identical in terms with the shares of Common Stock now authorized and
outstanding, and the amendment would not affect the terms or the rights of the
holders of those shares. The Corporation's Common Stock has no conversion
rights and is not redeemable under the terms of the Certificate of
Incorporation.

The affirmative vote of the holders of a majority of the outstanding
Common Stock is required for adoption of the proposed amendment to Article
Fourth of the Certificate of Incorporation. Accordingly, under the
Corporation's Certificate of Incorporation and Bylaws, and under Delaware law,
abstentions and broker non-votes will have the effect of votes cast against
adoption of the proposed amendment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR.

OTHER BUSINESS

At the date of this proxy statement, management does not know of any
business to be presented at the Annual Meeting other than the matters set forth
above. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote in
accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS FOR 1995

Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of the Corporation must be received by the Corporate Secretary of the
Corporation on or prior to November 4, 1994.

BY ORDER OF THE BOARD OF DIRECTORS
FIRST HAWAIIAN, INC.
Herbert E. Wolff
Senior Vice President and Secretary

Dated: March 1, 1994

A COPY OF THE ANNUAL REPORT OF THE CORPORATION ON FORM 10-K TO BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO APRIL 1, 1994, IS
AVAILABLE AFTER THAT DATE TO EACH STOCKHOLDER UPON WRITTEN REQUEST THEREFOR.

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[LOGO]
FIRST HAWAIIAN, INC. THIS IS YOUR PROXY FORM
- -------------------------------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF FIRST HAWAIIAN, INC.
ANNUAL MEETING--APRIL 21, 1994 PROXY

The undersigned hereby appoints R.F. McPHEE, R.J. PFEIFFER, and F.C.
WEYAND, and each of them, each with full power of substitution, the proxies of
the undersigned to attend the Annual Meeting of the Stockholders of FIRST
HAWAIIAN, INC. (the "Corporation") to be held at 9:30 o'clock A.M., Hawaiian
Standard Time, on April 21, 1994 in the 20th Floor Dining Room of the Plaza
Club, 900 Fort Street, Honolulu, Hawaii, and any adjournments thereof, and to
vote at said meeting and any adjournments thereof all shares of stock of the
Corporation standing in the name of the undersigned, as instructed below, and
in their judgment on any other business which may properly come before said
meeting.

1. FIX THE TOTAL NUMBER OF DIRECTORS AT FIFTEEN.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. ELECTION OF DIRECTORS

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below)* listed below

JOHN W.A. BUYERS, JOHN C. COUCH, DAVID M. HAIG,
DR. RODERICK F. McPHEE, ROBERT J. PFEIFFER

*(INSTRUCTIONS: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below.)

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

3. PROPOSAL TO APPROVE THE ELECTION OF COOPERS & LYBRAND AS AUDITOR:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued on other side)

(Continued from other side)

4. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF STOCK FROM
66,500,000 TO 100,000,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy will be voted as directed, but if no direction is
specified, it will be voted FOR Proposals 1, 2, 3 and 4.

Dated: , 1994
------------------------

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

------------------------------------
Stockholder(s) should sign above
exactly as name(s) appear to the
left, but minor discrepancies in
such signatures shall not invalidate
this proxy. If more than one Stock-
holder, all should sign.