Form of Underwriting AgreementUnderwriting Agreement • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
BancWest Corporation, a Delaware corporation (the “Selling Stockholder”), and a wholly owned subsidiary of BNP Paribas, a corporation organized and domiciled in France (“BNPP”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of First Hawaiian, Inc., a Delaware corporation (the “Company”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”. For the avoidance of doubt, references to the Company or the Company and its subsidiaries, for all periods, shall not include BancWest Holding, Inc., a Delaware corporation, Bank of the West, a California
FORM OF TRANSITIONAL SERVICES AGREEMENT between BNP PARIBAS, BANCWEST HOLDING INC., BANK OF THE WEST, FIRST HAWAIIAN, INC., and FIRST HAWAIIAN BANKTransitional Services Agreement • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
WHEREAS, on April 1, 2016, BNPP effected a series of reorganization transactions (the “Reorganization”) in contemplation of the proposed initial public offering (the “IPO”) of a portion of the shares of common stock, par value $0.01 per share, of FHI (formerly known as BancWest Corporation (“BWC”)), a wholly owned subsidiary of BNPP, pursuant to a Master Reorganization Agreement by and among FHI, BWHI, BWC Holding Inc. and BNPP, dated as of April 1, 2016 (the “Master Reorganization Agreement”);
BNP Paribas USA, Inc. and Subsidiaries Agreement for Allocation and Settlement of Income Tax Liabilities Effective July 1, 2016Tax Sharing Agreement • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
THIS TAX SHARING AGREEMENT (the “Agreement”) is dated as of April 1, 2016 (the “Effective Date”), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (“BNPP SA”), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (“FHI”), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (“BWHI” and, together with BNPP SA and FHI, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
FIRST HAWAIIAN, INC. FORM OF ROLE-BASED ALLOWANCE AWARD AGREEMENTAllowance Award Agreement • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • Delaware
This Role-Based Allowance Award Agreement (this “Award Agreement”) evidences a role-based allowance award (the “Role-Based Allowance”) by First Hawaiian, Inc., a Delaware Corporation (“First Hawaiian”). The Compensation Committee of the First Hawaiian Board of Directors (the “Committee”) shall administer the Role-Based Allowance and, subject in each case to the consent of the Grantee (whether or not the amendment or termination adversely affects the Grantee), may amend or terminate this Award Agreement. This Award Agreement shall be interpreted, administered and construed to comply with Capital Requirements Directive IV (CRD IV) to the extent applicable to First Hawaiian.
