-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 D6NlEj7QaVY+pZb5IP3Bf09/2R5jcHySeg8wnlr/1+UaLY2LKlvr07wGfFsizMUn
 Jygiv1R6NInMtS+aMuJD2w==

<SEC-DOCUMENT>0000950123-01-504374.txt : 20010717
<SEC-HEADER>0000950123-01-504374.hdr.sgml : 20010717
ACCESSION NUMBER:		0000950123-01-504374
CONFORMED SUBMISSION TYPE:	SC 13E3/A
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010716
GROUP MEMBERS:		BANCWEST CORP/HI
GROUP MEMBERS:		BNP PARIBAS
GROUP MEMBERS:		CHAUCHAT L.L.C.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANCWEST CORP/HI
		CENTRAL INDEX KEY:			0000036377
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				990156159
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A
		SEC ACT:		
		SEC FILE NUMBER:	005-16086
		FILM NUMBER:		1682475

	BUSINESS ADDRESS:	
		STREET 1:		999 BISHOP ST
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		8085257000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST HAWAIIAN INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANCWEST CORP/HI
		CENTRAL INDEX KEY:			0000036377
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				990156159
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A

	BUSINESS ADDRESS:	
		STREET 1:		999 BISHOP ST
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		8085257000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST HAWAIIAN INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13E3/A
<SEQUENCE>1
<FILENAME>y49806a1sc13e3a.txt
<DESCRIPTION>AMENDMENT #1 TO SCHEDULE 13E3: BANCWEST/BANCWEST
<TEXT>

<PAGE>   1

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

                                 AMENDMENT NO. 1

                                      TO
                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
           UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

                              BANCWEST CORPORATION
                              (Name of the Issuer)

                              BANCWEST CORPORATION
                                   BNP PARIBAS
                                 CHAUCHAT L.L.C.
                       (Name of Persons Filing Statement)

                     COMMON STOCK, PAR VALUE $1 PER SHARE
                         (Title of Class of Securities)

                                    059790105
                      (CUSIP Number of Class of Securities)
                                  -------------



      HOWARD H. KARR                                   PIERRE MARIANI
 C/O BANCWEST CORPORATION                             C/O BNP PARIBAS
     999 BISHOP STREET                           16, BOULEVARD DES ITALIENS
  HONOLULU, HAWAII 96813                            75009 PARIS, FRANCE
 TELEPHONE (808) 525-7000                    TELEPHONE (011) (33) (1) 4014-7286

    (Name, Address and Telephone Number of Persons Authorized to Receive
      Notice and Communications on Behalf of Persons Filing Statement)

                                 With Copies to:

    LEE MEYERSON, ESQ.                            DANIEL S. STERNBERG, ESQ.
   MARNI J. LERNER, ESQ.                            PAUL E. GLOTZER, ESQ.
SIMPSON THACHER & BARTLETT                        CLEARY, GOTTLIEB, STEEN &
   425 LEXINGTON AVENUE                                    HAMILTON
 NEW YORK, NEW YORK 10017                             ONE LIBERTY PLAZA
 TELEPHONE (212) 455-2000                          NEW YORK, NEW YORK 10006
                                                   TELEPHONE (212) 225-2000

This statement is filed in connection with (check the appropriate box):

a.       /X/      The filing of solicitation materials or an information
                  statement subject to Regulation 14A, Regulation 14C or Rule
                  13e-3(c) under the Securities Exchange Act of 1934.
b.       /  /     The filing of a registration statement under the Securities
                  Act of 1933.
c.       /  /     A tender offer.
d.       /  /     None of the above.

         Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: /X/

         Check the following box if the filing is a final amendment reporting
the results of the transaction: / /


                            CALCULATION OF FILING FEE

- --------------------------------------------------------------------------------
   TRANSACTION VALUATION*                          AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------
       $2,491,024,922                                    $498,205
- --------------------------------------------------------------------------------

*  The transaction valuation was based upon the sum of (i) the product of
   68,696,529 shares of Common Stock, par value $1 per share, of BancWest
   Corporation, a Delaware corporation, at a price of $35 per share in cash and
   (ii) a cash-out of 5,145,318 shares of Common Stock covered by outstanding
   options at a cost of $86,646,407.

**The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
   the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction
   valuation.

/x/  Check the box if any part of the fee is offset as provided by Rule 0-11(a)
     (2) of the Securities Exchange Act of 1934 and identify the filing with
     which the offsetting fee was previously paid. Identify the previous filing
     by registration statement number, or the Form or Schedule and the date of
     its filing.

Amount Previously Paid:     $498,205         Filing Party:  BancWest Corporation
Form or Registration No.:   Schedule l4A     Date Filed:  June 5, 2001



<PAGE>   2
                                  INTRODUCTION

         This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") is being filed by BancWest Corporation, a
Delaware corporation ("BancWest"), the issuer of the equity securities which are
the subject of the Rule 13e-3 transaction, BNP Paribas, a societe anonyme or
limited liability banking corporation organized under the laws of the Republic
of France ("BNP Paribas"), and Chauchat L.L.C., a Delaware limited liability
company ("Chauchat") and a wholly owned subsidiary of BNP Paribas, in connection
with the merger of Chauchat with and into BancWest (the "Merger"), with BancWest
as the surviving corporation. As a result of the proposed Merger, (i) BancWest
will become a wholly owned subsidiary of BNP Paribas, (ii) each issued and
outstanding share of BancWest common stock (other than shares owned by BancWest
or any wholly owned subsidiary of BancWest and shares held by any holder who
properly demands appraisal rights under Delaware law) will be converted into the
right to receive $35 in cash and (iii) each issued and outstanding share of
BancWest Class A common stock will be converted into a share of common stock of
the surviving corporation.

         Concurrently, with the filing of this Schedule l3E-3, BancWest is
filing Amendment No. 1 to its preliminary proxy statement (the "Proxy
Statement") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), pursuant to which the BancWest board of directors
is soliciting proxies from stockholders of BancWest in connection with the
Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a). The
information in the Proxy Statement, including all annexes thereto, is expressly
incorporated by reference herein in its entirety and responses to each item
herein are qualified in their entirety by the information contained in the Proxy
Statement and the annexes thereto. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Proxy Statement.

         The filing of this Schedule 13E-3 shall not be construed as an
admission by BNP Paribas or Chauchat or by any of their affiliates that BancWest
is "controlled" by or under common "control" with BNP Paribas or Chauchat.

ITEM 1.           SUMMARY TERM SHEET
Regulation M-A
Item 1001

                  The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet" is incorporated herein by
                  reference.

ITEM 2.           SUBJECT COMPANY INFORMATION
Regulation M-A
Item 1002

         (a)      The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet - Information About BancWest, BNP
                  Paribas and Chauchat" is incorporated herein by reference.

         (b)      The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - The Special Meeting" and
                  "The Special Meeting - Record Date" is incorporated herein by
                  reference.

         (c)      The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet - Trading Market and Price;
                  Dividends" is incorporated herein by reference.

         (d)      The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet - Trading Market and Price;
                  Dividends" is incorporated herein by reference.

         (e)-(f)  The information set forth in the Proxy Statement under the
                  caption "Other Matters - Transactions in Capital Stock by
                  Certain Persons" is incorporated herein by reference.

ITEM 3.           IDENTITY AND BACKGROUND OF THE FILING PERSON
Regulation M-A
Item 1003

         (a)-(c)  The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Information About BancWest, BNP
                  Paribas and Chauchat" and "Special Factors - Background of the
                  Merger" is incorporated herein by reference. During the last
                  five years, none of the filing persons has been convicted in a
                  criminal proceeding (excluding traffic violations or similar
                  misdemeanors) or has been a party to a civil proceeding of a
                  judicial or administrative body of competent jurisdiction
                  resulting in a judgment, decree or final order enjoining
                  further violations of, or prohibiting or mandating activities
                  subject to, federal or state securities laws, or a finding of
                  any violations of such laws.

                                       2
<PAGE>   3
                  DIRECTORS AND EXECUTIVE OFFICERS OF BANCWEST. The table below
                  sets forth for each of the directors and executive officers of
                  BancWest their respective present principal occupation or
                  employment, the name and principal business of the corporation
                  or other organization in which such occupation or employment
                  is conducted and the five-year employment history of each such
                  director and executive officer. Each person identified below
                  is a United States citizen, unless otherwise noted. Unless
                  indicated otherwise, each person's principal address is c/o
                  BancWest Corporation, 999 Bishop Street, Honolulu, Hawaii
                  96813. References below to service as an officer or director
                  of BancWest include service as an officer or director of First
                  Hawaiian, Inc. (which was BancWest's name until November 1,
                  1998).

                                             Present Principal Occupation
                                             Or Employment and Material
                                             Positions Held During the Past
                  Name                       Five Years
                  -----------------------    -----------------------------------
                  NON-CLASS A DIRECTORS:

                  Dr. Julia Ann Frohlich     has been a director of BancWest
                                             since 1992 and a director of First
                                             Hawaiian Bank since August 1991.
                                             She was a director of First
                                             Hawaiian Creditcorp, Inc. from 1990
                                             to June 1998 and was a director of
                                             FHL Lease Holding Company, Inc.
                                             from 1990 to June 1997. She was
                                             President of the Blood Bank of
                                             Hawaii, with a business address of
                                             2043 Dillingham Boulevard,
                                             Honolulu, Hawaii 96819, from 1985
                                             to August 2000, and since then has
                                             served as its President Emeritus.

                  Bert T. Kobayashi, Jr.     has been a director of BancWest
                                             since 1991 and a director of First
                                             Hawaiian Bank since 1974. He is a
                                             principal of the law firm of
                                             Kobayashi, Sugita & Goda, with a
                                             business address of 999 Bishop
                                             Street, Honolulu, Hawaii 96813. He
                                             is a director of Schuler Homes,
                                             Inc., a land development company.

                  Fred C. Weyand             has been a director of BancWest
                                             since 1986 and a director of First
                                             Hawaiian Bank since 1981. He was
                                             Vice President of BancWest from
                                             1976 to 1982, Senior Vice President
                                             of First Hawaiian 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
                                             as a member of the Joint Chiefs of
                                             Staff from 1974 to 1976. He is a
                                             trustee under the Will and of the
                                             Estate of S.M. Damon.

                  Robert C. Wo               was a director of BancWest from
                                             1974 to 1989 and again since 1992
                                             and has been a director of First
                                             Hawaiian Bank since 1963. He has
                                             been President and Secretary of BJ
                                             Management Corporation, a
                                             management consulting company,
                                             since 1979. He has been Chairman of
                                             C.S. Wo & Sons, Ltd., a
                                             manufacturer and retailer of home
                                             furnishings, since 1973. Both BJ
                                             Management Corporation and C.S. Wo
                                             & Sons, Ltd. have a business
                                             address of 702 S. Beretenia Street,
                                             Honolulu, Hawaii 96813.

                  John W. A. Buyers          has been a director of BancWest
                                             since 1994 and a director of First
                                             Hawaiian Bank since 1976. He has
                                             been Chairman of the Board and
                                             Chief Executive Officer of C.
                                             Brewer and Company, Limited, a
                                             diversified agribusiness and
                                             specialty food company and Hawaii's
                                             oldest company, since 1992. From
                                             1982 to 1992, he was Chairman and
                                             President of C. Brewer and Company,
                                             Limited. Since 1986, he has been
                                             Chairman of ML Resources, Inc., the
                                             managing

                                       3
<PAGE>   4
                                             general partner of ML Macadamia
                                             Orchards, L.P., a master limited
                                             partnership traded on the New York
                                             Stock Exchange. The partnership is
                                             engaged in agribusiness. Both C.
                                             Brewer and Company, Limited and ML
                                             Resources, Inc. have a business
                                             address of P.O. Box 1826, Papaikou,
                                             Hawaii 96781-1826. From 1993 to
                                             1999, he served as Chairman and as
                                             a director of Hawaii Land and
                                             Farming Co., Inc., a publicly
                                             traded real estate development
                                             company. He is also a director of
                                             John B. Sanfilippo & Sons, Inc., a
                                             nut marketing company.

                  Walter A. Dods, Jr.        has been a director of BancWest
                                             since 1983, a director of First
                                             Hawaiian Bank since 1979, and a
                                             director of Bank of the West since
                                             November 1998. He has been Chairman
                                             of the Board and Chief Executive
                                             Officer of BancWest and First
                                             Hawaiian Bank since September 1989
                                             and Vice Chairman of Bank of the
                                             West since November 1998. He was
                                             President of BancWest from March
                                             1989 to March 1991. He was
                                             President of First Hawaiian Bank
                                             from November 1984 to October 1989.
                                             He was an Executive Vice President
                                             of BancWest from 1982 to 1989. He
                                             has been with First Hawaiian Bank
                                             since 1968. He is a trustee under
                                             the Will and of the Estate of S.M.
                                             Damon, and a director of Alexander
                                             & Baldwin, Inc., a diversified
                                             ocean transportation, property
                                             development and management, and
                                             food products company.

                  David M. Haig              has been a director of BancWest
                                             since 1989 and a director of First
                                             Hawaiian Bank since 1983. Mr. Haig
                                             is a beneficiary and, since 1982,
                                             has been a trustee, under the Will
                                             and of the Estate of S.M. Damon. He
                                             has served as Chairman of the
                                             Estate of S.M. Damon since 1993.

                  John A. Hoag               has been a director of BancWest
                                             since 1991 and a director of First
                                             Hawaiian Bank since October 1989.
                                             He was President of BancWest from
                                             1991 until April 1995 and was an
                                             Executive Vice President of
                                             BancWest from 1982 to 1991. From
                                             1989 until June 1994, Mr. Hoag was
                                             President of First Hawaiian Bank.
                                             From that date until his retirement
                                             in June 1995, he was Vice Chairman
                                             of First Hawaiian Bank. Mr. Hoag is
                                             Chairman of the Board of Hawaii
                                             Reserves, Inc., a land management
                                             corporation that is a subsidiary of
                                             Deseret Management Corporation.

                  Paul Mullin Ganley         has been a director of BancWest
                                             since 1991 and a director of First
                                             Hawaiian Bank since 1986. He is a
                                             trustee under the Will and of the
                                             Estate of S.M. Damon and a partner
                                             in the law firm of Carlsmith Ball,
                                             with a business address of 1001
                                             Bishop Street, Pacific Tower, Suite
                                             2200, Honolulu, Hawaii 96813.

                  Fujio Matsuda              has been a director of BancWest
                                             since 1987 and a director of First
                                             Hawaiian Bank since 1985. Since
                                             July 1996, he has been Chairman,
                                             Pacific International Center for
                                             High Technology Research, with a
                                             business address of 1844 Kihi
                                             Street, Honolulu, Hawaii 96821. He
                                             was President of the Japan-America
                                             Institute of Management Science,
                                             with a business address of 6660
                                             Hawaii Kai Drive, Honolulu, Hawaii
                                             96822, from September 1994 to June
                                             1996. He was Executive Director of
                                             the Research Corporation of the

                                       4

<PAGE>   5
                                             University of Hawaii from 1984
                                             until 1994, and he was the
                                             President of the University of
                                             Hawaii from 1974 to 1984.

                  John K. Tsui               has been a director of BancWest
                                             since July 1995 and a director of
                                             First Hawaiian Bank since July
                                             1994. He has been Vice Chairman and
                                             Chief Credit Officer of BancWest
                                             since November 1998. He was
                                             President of BancWest from April
                                             1995 through October 1998. He
                                             became President and Chief
                                             Operating Officer of First Hawaiian
                                             Bank in July 1994 and Vice Chairman
                                             of Bank of the West in November
                                             1998. He was Executive Vice
                                             President of Bancorp Hawaii, Inc.
                                             (now known as Pacific Century
                                             Financial Corporation), with a
                                             business address of 111 S. King
                                             Street, Honolulu, Hawaii 96813,
                                             from 1986 to June 1994 and Vice
                                             Chairman of Bank of Hawaii from
                                             1984 to June 1994.

                  CLASS A DIRECTORS:
                  Robert A. Fuhrman          has been a director of BancWest
                                             since November 1998 and a director
                                             of Bank of the West since August
                                             1981. He has been Chairman of the
                                             Board of Directors of Bank of the
                                             West since April 1991. He is the
                                             retired Vice Chairman, President
                                             and Chief Operating Officer of
                                             Lockheed Corporation, with a
                                             business address of 1543 Riata
                                             Road, P.O. Box 9, Pebble Beach,
                                             California 93953.

                  Pierre Mariani             has been a director of BancWest and
                                             of Bank of the West since December
                                             1999. Mr. Mariani is Executive Vice
                                             President, International Retail
                                             Banking, of BNP Paribas, with a
                                             business address of 16, boulevard
                                             des Italiens, 75009 Paris, France.
                                             He served as Senior Advisor and
                                             Chief of Staff of the Minister of
                                             Budget and Government Spokesman
                                             from 1993 to 1995, Chief Executive
                                             Officer and director of Societe
                                             D'Investissements Immobiliers Et De
                                             Gestion (SEFIMEG), a major French
                                             property company, from 1995 to
                                             1996; and Chief Executive Officer
                                             and director of BANEXI, the
                                             investment bank of Banque Nationale
                                             de Paris, the predecessor entity to
                                             BNP Paribas ("BNP"), from 1996 to
                                             1999. Mr. Mariani is a citizen of
                                             the Republic of France.

                  Rodney R. Peck             has been a director of BancWest
                                             since November 1998 and a
                                             director of Bank of the West since
                                             July 1990. He is a Senior Partner
                                             with the law firm of Pillsbury
                                             Winthrop LLP, with a business
                                             address of 50 Fremont Street, San
                                             Francisco, California.

                  Jacques Ardant             has been a director of BancWest
                                             since November 1998 and a director
                                             of Bank of the West since September
                                             1998. He has been a member of the
                                             Executive Committee of
                                             International Retail Banking, BNP
                                             Paribas since September 1999, and
                                             Director for International Banking
                                             and Finance, North America Area, of
                                             BNP Paribas or BNP since April
                                             1997. He was Deputy General Manager
                                             for BNP Greek branches and
                                             subsidiaries from 1994 to April
                                             1997. He was General Secretary for
                                             BNP Italian branches and
                                             subsidiaries from 1989 to 1994. He
                                             has been with BNP Paribas or BNP
                                             since 1978. Mr. Ardant is a citizen
                                             of the Republic of France.

                                       5
<PAGE>   6
                  Michel Larrouilh           has been a director of BancWest
                                             since November 1998 and a director
                                             of Bank of the West since February
                                             1984. He was Chief Executive
                                             Officer of Bank of the West from
                                             February 1984 to December 1995. He
                                             was Chairman and Chief Executive
                                             Officer of Bank of the West's
                                             holding company from January 1996
                                             to December 1997. He was Chairman
                                             and Advisor to the Chief Executive
                                             Officer of Bank of the West's
                                             holding company from January 1998
                                             to October 1998. Mr. Larrouilh is a
                                             citizen of the Republic of France.

                  Edouard A. Sautter         has been a director of BancWest and
                                             Bank of the West since April 2001.
                                             He was the head of Group Risk
                                             Management and a Member of the
                                             Management Committee of BNP, or BNP
                                             Paribas, as the case may be, from
                                             October 1994 until his retirement
                                             in July 2000. From 1989 until 1994
                                             he served as an Executive Vice
                                             President in charge of the Industry
                                             Research Department at BNP, with a
                                             business address of 1, boulevard
                                             Haussmann, 75009 Paris, France. He
                                             joined BNP in 1967. Mr. Sautter is
                                             a citizen of the Republic of
                                             France.

                  Don J. McGrath             has been a director of BancWest
                                             since November 1998, a director of
                                             Bank of the West since July 1989,
                                             and a director of First Hawaiian
                                             Bank since November 1998. He has
                                             been President and Chief Operating
                                             Officer of BancWest since November
                                             1998, President and Chief Executive
                                             Officer of Bank of the West since
                                             January 1996 and Vice Chairman of
                                             First Hawaiian Bank since November
                                             1998. He was President and Chief
                                             Operating Officer of Bank of the
                                             West from 1991 to 1996. He has been
                                             with Bank of the West since 1975.
                                             Mr. McGrath became a public member
                                             of the Pacific Stock Exchange Board
                                             of Governors in January 2001.

                  Joel Sibrac                has been a director of BancWest
                                             since November 1998 and a director
                                             of Bank of the West since January
                                             1995. He has been Vice Chairman of
                                             BancWest since November 1998. He
                                             has been Senior Executive Vice
                                             President, Commercial Banking
                                             Group, of Bank of the West since
                                             1996. He was General Manager, North
                                             American Desk, of BNP Paribas from
                                             1994 to 1996 and Head of Territory
                                             for BNP Italian branches and
                                             subsidiaries from 1990 to 1994. He
                                             joined BNP Paribas in 1974. Mr.
                                             Sibrac is a citizen of the Republic
                                             of France.

                  Jacques Henri Wahl         has been a director of BancWest
                                             since November 1998 and a director
                                             of Bank of the West since July
                                             1982. He served as Senior Adviser
                                             to the Chief Executive Officer of
                                             BNP Paribas, with a business
                                             address of Direction Generale, 2
                                             rue Laffitte, 75009 Paris, France,
                                             and of BNP, from January 1997 until
                                             his retirement in February 2001.
                                             He was a member of the Managing
                                             Committee of BNP, and a director of
                                             BNP, from January 1997 until May
                                             2000. He served as Vice Chairman
                                             of BNP and Chairman of Banque
                                             Nationale de Paris
                                             Intercontinentale from 1993 to
                                             1996. He was President and Chief
                                             Operating Officer of BNP from 1982
                                             to 1993. Mr. Wahl is a citizen of
                                             the Republic of France.


                                       6
<PAGE>   7
                  EXECUTIVE OFFICERs:
                  Walter A. Dods, Jr.        Please see "Directors and Executive
                                             Officers of BancWest - Non-Class A
                                             Directors."

                  Don J. McGrath             Please see "Directors and Executive
                                             Officers of BancWest - Class A
                                             Directors."

                  John K. Tsui               Please see "Directors and Executive
                                             Officers of BancWest - Non-Class A
                                             Directors."

                  Joel Sibrac                Please see "Directors and Executive
                                             Officers of BancWest - Class A
                                             Directors."

                  Howard H. Karr             has been Executive Vice President
                                             and Chief Financial Officer of
                                             BancWest since November 1998 and
                                             Vice Chairman of First Hawaiian
                                             Bank since 1997 and was Executive
                                             Vice President and Treasurer of
                                             BancWest from 1989 to October 1998
                                             and Vice Chairman, Chief Financial
                                             Officer and Treasurer of First
                                             Hawaiian Bank from September 1993
                                             to 1997. Mr. Karr has been with
                                             First Hawaiian Bank since 1973.

                  Douglas C. Grigsby         has been Executive Vice President
                                             and Treasurer of BancWest since
                                             November 1998 and Chief Financial
                                             Officer of Bank of the West since
                                             1989. Mr. Grigsby joined Bank of
                                             the West in 1977.

                  Bernard Brasseur           has been Executive Vice President
                                             and Risk Manager of BancWest since
                                             November 1998, Risk Manager of Bank
                                             of the West since 1983 and Vice
                                             Chairman of First Hawaiian Bank
                                             since November 1998. Mr. Brasseur
                                             joined BNP in 1966, and Bank of the
                                             West in 1983. Mr. Brasseur is a
                                             citizen of the Republic of France.

                  Donald G. Horner           has been Executive Vice President
                                             of BancWest since 1989 and Vice
                                             Chairman of First Hawaiian Bank
                                             since July 1994 and was Executive
                                             Vice President of First Hawaiian
                                             Bank from 1993 to 1994. Mr. Horner
                                             has been with First Hawaiian Bank
                                             since 1978.

                  To the knowledge of BancWest, during the last five years, none
                  of the foregoing directors or executive officers have been
                  convicted in a criminal proceeding (excluding traffic
                  violations or similar misdemeanors) or have been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction resulting in a judgment, decree or
                  final order enjoining future violations of, or prohibiting or
                  mandating activities subject to, federal or state securities
                  laws, or a finding of any violations of such laws.

                  DIRECTORS AND EXECUTIVE OFFICERS OF BNP PARIBAS. The table
                  below sets forth for each of the directors and executive
                  officers of BNP Paribas their respective present principal
                  occupation or employment, the name and principal business of
                  the corporation or other organization in which such occupation
                  or employment is conducted and the five-year employment
                  history of each such director and executive officer. Each
                  person identified below is a citizen of the Republic of France
                  unless otherwise indicated. Unless indicated otherwise, each
                  person's principal address is c/o BNP Paribas, 3 rue d'Autin,
                  75002 Paris, France.

                                             Present Principal Occupation Or
                                             Employment and Material Positions
                                             Held During the Past
                  Name                       Five Years
                  -------------------        ----------------------------------
                  DIRECTORS:
                  Michel Pebereau            has been Chairman and Chief
                                             Executive Officer of BNP Paribas,
                                             with a business address of 3 rue
                                             d'Autin, 75002 Paris, France, since
                                             October 1993.

                  Patrick Auguste            has been an employee representative
                                             on the BNP Paribas Board since
                                             1993. For the past five years, he
                                             has been an employee in BNP


                                       7
<PAGE>   8
                                             Paribas' retail banking network,
                                             with a business address of 24, rue
                                             des Jeuneurs, 75002 Paris, France.

                  Claude Bebear              has been Chairman of the
                                             Supervisory Board of AXA since
                                             2000, with a business address of 25
                                             avenue Matignon, 75008 Paris,
                                             France. He was Chairman of the
                                             Board of Managing Directors of
                                             AXA-UAP, then AXA, from 1997 to
                                             2000. Prior to 1997, he was
                                             Chairman and Chief Executive
                                             Officer of AXA.

                  Jean-Louis Beffa           has been Chairman and Chief
                                             Executive Officer of Saint-Gobain
                                             since 1986, with a business address
                                             of 18, avenue d'Alsace, 92060
                                             Paris-La Defense, France.

                  Jack Delage                has been an employee representative
                                             on the BNP Paribas Board since
                                             2001. For the past five years, he
                                             has been an employee of BNP
                                             Paribas' retail banking network,
                                             with a business address of 13,
                                             place du Marechal Leclerc, 86000
                                             Poitiers, France.


                  Bernd Fahrholz             is Chairman of the Board
                                             of Managing Directors of Dresdner
                                             Bank and has been a Member of the
                                             Board of Managing Directors of
                                             Dresdner Bank since 1998. Since
                                             1996, he has been a Senior General
                                             Manager of Dresdner Bank. Dresdner
                                             Bank's business address is Jurgen
                                             Ponto Platz, 6030 Frankfurt am
                                             Main, Germany. Mr. Fahrholz is a
                                             citizen of Germany.


                  Michel Francois-Poncet     has been Vice-Chairman of the Board
                                             of BNP Paribas since 2000, and was
                                             Chairman of the Supervisory Board
                                             of BNP Paribas from 1990 to 2000.

                  M. Jacques Friedmann       was Chairman of the Supervisory
                                             Board of AXA from 1999 to 2000,
                                             with a business address of 25
                                             avenue Matignon, 75008 Paris,
                                             France. From 1993 to 1997, he was
                                             Director and Chairman of the
                                             Supervisory Board of UAP, which
                                             merged with AXA in 1997.

                  Francois Grappotte         has been Chairman and Chief
                                             Executive Officer of Legrand since
                                             1988, with a business address of
                                             128, avenue de Lattre de Tassigny,
                                             87045 Limoges Cedex 16, France.

                  Paul-Louis Halley          has been Chairman of EuroCommerce
                                             since 1999, with a business address
                                             of Avenue Emile de Mot, B 19 B 100
                                             Bruxelles, Belgium. He was Chairman
                                             and Chief Executive Officer of the
                                             Promodes Group from 1972 to 1999,
                                             with a business address of 26 quai
                                             Michelet, 92695 Levallois Peret
                                             Cedex, France.

                  Philippe Jaffre            has been Chairman and Chief
                                             Executive Officer of Europ@web
                                             since 2000, with a business address
                                             of 5 rue Newton, 75116 Paris,
                                             France. He is also Chairman of the
                                             Supervisory Board of Zebank, with a
                                             business address of 44 rue Louis
                                             Blanc, 75010 Paris, France. From
                                             1993 to 1999, he was Chairman and
                                             Chief Executive Officer of Elf
                                             Aquitaine, with a business address
                                             of 2 place de la Coupole, 92400
                                             Courbevole, France.


                  Alain Joly                 has been Chairman and Chief
                                             Executive Officer of L'Air Liquide
                                             since 1995, with a business address
                                             of 75, Quai d'Orsay, 75007 Paris,
                                             France.


                                       8
<PAGE>   9
                  Denis Kessler              is Chairman of the French
                                             Federation of Insurance Companies,
                                             and is Vice-President of MEDEF,
                                             with a business address of 5 avenue
                                             Bosquet, 75007 Paris, France. He
                                             was President and Chief Operating
                                             Officer of AXA from 1997 to 1998,
                                             with a business address of 25
                                             avenue Matignon, 75008 Paris,
                                             France. Prior to 1997, he was
                                             employed at AXA.

                  Jean-Marie Messier         has been Chairman and Chief
                                             Executive Officer of Vivendi since
                                             1998, and from 1996 to 1998 was
                                             Chairman and Chief Executive
                                             Officer of Vivendi's predecessor
                                             Compagnie Generale des Eaux (CGE),
                                             with a business address of 42,
                                             avenue de Friedland, 75380 Paris,
                                             France. He was Chairman and Chief
                                             Executive Officer of Cegetel from
                                             1996 to 2000, with a business
                                             address of Tour Sequoia, 1, Place
                                             Carpeaux, 92915 Paris, La Defense,
                                             France. From 1996 to 1997, he was
                                             Chairman and Chief Executive
                                             officer of SGE, with a business
                                             address of 12, avenue du Quebec,
                                             91943 Courtaboeuf Cedex, France.
                                             Additionally, from 1995 to 1996
                                             he was Chairman and Chief Executive
                                             Officer of CGIS.

                  Jean Morio                 has been an employee representative
                                             on the BNP Paribas Board since
                                             2001. For the past five years, he
                                             has been an economic research
                                             employee at BNP Paribas, with a
                                             business address of 15 rue Louis Le
                                             Grand, 75002 Paris, France.

                  Lindsay Owen-Jones         has been Chairman and Chief
                                             Executive Officer of L'Oreal for
                                             the past five years, with a
                                             business address of 41, rue Martre,
                                             92117 Clichy, France.

                  David Peake                is Chairman of BNP-UK Holdings
                                             Limited, with a business address of
                                             8-13 King William Street, P.O. Box
                                             416, London EC4P 4HS England. Mr.
                                             Peake is a citizen of the United
                                             Kingdom.

                  Baudouin Prot              has been President and Chief
                                             Operating Officer of BNP Paribas
                                             since 2000, and was President and
                                             Chief Operating Officer of BNP from
                                             1996 to 2000.

                  Louis Schweitzer           has been Chairman and Chief
                                             Executive Officer of Renault since
                                             1992, with a business address of
                                             34, Quai du Point du Jour, 92100,
                                             Boulogne-Billancourt, France. Rene
                                             Thomas has been Honorary Chairman
                                             of BNP Paribas since 1993.

                  Rene Thomas                has been Honorary Chairman of BNP
                                             Paribas since 1993.

                  EXECUTIVE OFFICERS:
                  Michel Pebereau            Please see "Directors and Executive
                                             Officers of BNP Paribas -
                                             Directors."

                  Baudouin Prot              has been President and Chief
                                             Operating Officer of BNP Paribas
                                             since 2000, and was President and
                                             Chief Operating Officer of BNP from
                                             1996 to 2000, with a business
                                             address of 16, boulevard des
                                             Italiens, 75009 Paris, France.

                  Dominique Hoenn            has been President and Chief
                                             Operating Officer of BNP Paribas
                                             since 2000, and was Chief Operating
                                             Officer of Paribas from 1996 to
                                             2000.

                  Philippe Blavier           has been Co-Head of Corporate and
                                             Investment Banking of BNP Paribas
                                             and a member of its Board of

                                       9
<PAGE>   10
                                             Management since 2000. For the five
                                             prior years, he was a member of the
                                             Paribas Board of Management.

                  Georges Chodron de         has been Co-Head of Corporate and
                  Courcel                    Investment Banking of BNP Paribas
                                             and a member of its Board of
                                             Management since 2000. For the five
                                             prior years, he was a member of the
                                             BNP Board of Management, with a
                                             business address of 16, boulevard
                                             des Italiens, 75009 Paris, France.

                  Jean Clamon                has been Head of Specialized
                                             Financial Services of BNP Paribas
                                             and a member of its Board of
                                             Management since 2000, with a
                                             business address of 21 rue La
                                             Perouse, 75016 Paris, France. For
                                             the five prior years, he was a
                                             member of the Paribas Board of
                                             Management.

                  Herve Gouezel              has been Head of Group Information
                                             System of BNP Paribas and a member
                                             of its Board of Management since
                                             2000, with a business address of 59
                                             avenue de la Republique, 93100
                                             Montreuil, France. For the five
                                             prior years, he was a member of the
                                             BNP Board of Management, with a
                                             business address of 16, boulevard
                                             des Italiens, 75009 Paris, France.

                  Bernard Lemee              has been Head of Group Human
                                             Resources of BNP Paribas and a
                                             member of its Board of Management
                                             since 2000. For the five prior
                                             years, he was a member of the BNP
                                             Board of Management, with a
                                             business address of 16, boulevard
                                             des Italiens, 75009 Paris, France.

                  Vivien Levy-Garboua        has been Head of Asset Management,
                                             Private Banking, Securities
                                             Services, Insurance and Real Estate
                                             of BNP Paribas, as well as a member
                                             of its Board of Management since
                                             2000, with a business address of 33
                                             rue du 4 septembre, 75002 Paris,
                                             France. For the five prior years,
                                             he was a member of the BNP Board of
                                             Management, with a business address
                                             of 16, boulevard des Italiens,
                                             75009 Paris, France.

                  Alain Moynot               has been Head of French Retail
                                             Banking of BNP Paribas and a member
                                             of its Board of Management since
                                             2000, with a business address of
                                             16, boulevard des Italiens, 75009
                                             Paris, France. For the five prior
                                             years, he was a member of the BNP
                                             Board of Management, with a
                                             business address of 16, boulevard
                                             des Italiens, 75009 Paris, France.

                  Amaury-Daniel de           has been Head of BNP Paribas
                  Seze                       Capital and a member of the Board
                                             of Management of BNP Paribas since
                                             2000, with a business address of 37
                                             avenue de l'Opera, 75002 Paris,
                                             France. For the five prior years,
                                             he was a member of the Paribas
                                             Board of Management.

                  Laurent Treca              is Executive Committee Spokesman of
                                             BNP Paribas and has been Head of
                                             Development for the past five
                                             years.

                  To the knowledge of BNP Paribas, during the last five years,
                  none of the foregoing directors or executive officers have
                  been convicted in a criminal proceeding (excluding traffic
                  violations or similar misdemeanors) or have been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction resulting in a judgment, decree or
                  final order enjoining future violations of, or prohibiting or
                  mandating activities subject to, federal or state securities
                  laws, or a finding of any violations of such laws.

                  MEMBERS AND EXECUTIVE OFFICERS OF CHAUCHAT. The sole member of
                  Chauchat is Chauchat Holdings Corporation, a Delaware
                  corporation wholly owned by BNP Paribas. The table below sets

                                       10
<PAGE>   11
                  forth for each of the executive officers of Chauchat their
                  respective present principal occupation or employment, their
                  principal address, the name and principal business of the
                  corporation or other organization in which such occupation or
                  employment is conducted and the five-year employment history
                  of each such executive officer. Each person identified below
                  is a citizen of the Republic of France unless otherwise
                  indicated.

                                             Present Principal Occupation
                                             Or Employment and Material
                                             Positions Held During the Past
                  Name                       Five Years
                  ----------------------     ----------------------------------
                  EXECUTIVE OFFICERS:
                  Jacques Ardant             has been President of Chauchat
                                             since its formation in May, 2001.
                                             Please also see "Directors and
                                             Officers of BancWest - Class A
                                             Directors."

                  Pierre Mariani             has been Vice-President of Chauchat
                                             since its formation in May, 2001.
                                             Please also see "Directors and
                                             Officers of BancWest - Class A
                                             Directors."

                  Fletcher Duke              has been Secretary and Treasurer of
                                             Chauchat since its formation in
                                             May, 2001. He has been Senior
                                             Counsel at BNP Paribas since the
                                             merger of BNP and Paribas in 2000,
                                             with a business address of 3, rue
                                             d'Antin, 75002 Paris, France. From
                                             1994 to 2000, he was Deputy General
                                             Counsel at the New York Branch of
                                             Paribas, with a business address of
                                             787 Seventh Avenue, New York, NY
                                             10019. He is a United States
                                             citizen.

                  Diana Mitchell             has been Assistant Treasurer of
                                             Chauchat since its formation in
                                             May, 2001. She has been Vice
                                             President and Assistant General
                                             Counsel at BNP Paribas since the
                                             merger of BNP and Paribas in 2000,
                                             and was Vice President and
                                             Assistant General Counsel at
                                             Paribas from 1998 to 2000. From
                                             1994 to 1998, she was Legal Counsel
                                             at Paribas. The business address
                                             for BNP Paribas and Paribas is 787
                                             Seventh Avenue, New York, NY 10019.
                                             She is a United States citizen.

                  To the knowledge of BNP Paribas and Chauchat, during the last
                  five years, none of the foregoing or executive officers have
                  been convicted in a criminal proceeding (excluding traffic
                  violations or similar misdemeanors) or have been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction resulting in a judgment, decree or
                  final order enjoining future violations of, or prohibiting or
                  mandating activities subject to, federal or state securities
                  laws, or a finding of any violations of such laws.

ITEM 4.           TERMS OF THE TRANSACTION
Regulation M-A
Item 1004

       (a)(1)     Not applicable.

       (a)(2)(i)  The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet" is incorporated herein by
                  reference.

       (a)(2)(ii) The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - What You Will Be Entitled to
                  Receive in the Merger," "Summary Term Sheet - Our Position as
                  to the Fairness of the Merger" and "Special Factors -
                  Recommendations of the Special Committee and Our Board of
                  Directors; Fairness of the Merger" is incorporated herein by
                  reference.

       (a)(2)(iii)The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Summary Term Sheet -
                  Our Position as to the Fairness of the Merger," "Summary Term
                  Sheet - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger," "Special Factors - Recommendations of
                  the Special Committee and Our Board of Directors; Fairness of
                  the Merger," "Special Factors - BNP Paribas' and Chauchat's
                  Positions as to the

                                       11
<PAGE>   12
                  Fairness of the Merger" and "Special Factors - Purpose and
                  Reason for the Merger; Structure of the Merger" is
                  incorporated herein by reference.

      (a)(2)(iv)  The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - The Special Meeting" and "The
                  Special Meeting - Voting Rights; Vote Required for Adoption"
                  is incorporated herein by reference.


      (a)(2)(v)   The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet - What You Will Be Entitled to
                  Receive in the Merger" is incorporated herein by reference.

      (a)(2)(vi)  The information set forth in Proxy Statement under the
                  captions "Summary Term Sheet - Accounting Treatment" and "The
                  Merger - Accounting Treatment" is incorporated herein by
                  reference.

      (a)(2)(vii) The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Material U.S. Federal Income
                  Tax Consequences" and "Special Factors - Material U.S. Federal
                  Income Tax Consequences of the Merger to our Stockholders" is
                  incorporated herein by reference.

      (c)         The information set forth in the Proxy Statement under the
                  caption "Summary Term Sheet - What You Will Be Entitled to
                  Receive in the Merger" is incorporated herein by reference.

      (d)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Appraisal Rights" and "The
                  Merger - Appraisal Rights" is incorporated herein by
                  reference.

      (e)         None.

      (f)         Not applicable.

ITEM 5.           PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Regulation M-A
Item 1005

      (a)(1)      The information set forth in the Proxy Statement under the
                  captions "Special Factors - Certain Relationships Between
                  BancWest and BNP Paribas" and "Other Matters - Transactions in
                  Capital Stock by Certain Persons" is incorporated herein by
                  reference.

      (a)(2 )     The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors -
                  Interests of Directors and Executive Officers in the Merger,"
                  "Special Factors - Certain Relationships Between BancWest
                  and BNP Paribas" and "Other Matters - Transactions in Capital
                  Stock by Certain Persons" is incorporated herein by
                  reference.


      (b)-(c)     The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors -
                  Background of the Merger," "Special Factors - Interests of
                  Directors and Executive Officers in the Merger," "Special
                  Factors - Certain Relationships Between BancWest and BNP
                  Paribas" and "Other Matters - Certain Transactions" is
                  incorporated herein by reference.

      (e)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors -
                  Background of the Merger," "Special Factors - Interests of
                  Directors and Executive Officers in the Merger," "Special
                  Factors - Certain Relationships Between BancWest and BNP
                  Paribas" and "The Special Meeting - Voting Rights; Vote
                  Required for Adoption" is incorporated herein by reference.
                  The information set forth in Exhibits (d)(1), (d)(2), (d)(3),
                  (d)(4) and (d)(5) hereto is incorporated herein by reference.

ITEM 6.           PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Regulation M-A
Item 1006

      (b)         The information set forth in the Proxy Statement under the
                  captions "Special Factors - Purpose and Reason for the
                  Merger; Structure of the Merger" and "Special Factors -
                  Effects of the Merger; Plans or Proposals After the Merger" is
                  incorporated herein by reference.

      (c)(1)-(8)  The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors - Effects

                                      12
<PAGE>   13
                  of the Merger; Plans or Proposals After the Merger" and
                  "Special Factors - Interests of Directors and Executive
                  Officers in the Merger" is incorporated herein by reference.

ITEM 7.           PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Regulation M-A
Item 1013

      (a)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Special Factors -
                  Background of the Merger," "Special Factors - Recommendations
                  of the Special Committee and Our Board of Directors; Fairness
                  of the Merger" and "Special Factors - Purpose and Reason for
                  the Merger; Structure of the Merger" is incorporated herein by
                  reference.

      (b)         The information set forth in the Proxy Statement under the
                  captions "Special Factors - Recommendations of the Special
                  Committee and Our Board of Directors; Fairness of the Merger,"
                  "Special Factors - Preliminary Presentation by Goldman Sachs &
                  Co.", "Special Factors - Opinion of Goldman, Sachs & Co.,"
                  "Special Factors - Summary of Financial Analyses of Merrill
                  Lynch & Co." and "Special Factors - BNP Paribas' and
                  Chauchat's Positions as to the Fairness of the Merger" is
                  incorporated herein by reference.

      (c)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Our Position as to the Fairness
                  of the Merger," "Summary Term Sheet - BNP Paribas' and
                  Chauchat's Positions as to the Fairness of the Merger,"
                  "Summary Term Sheet - Recommendations of the Special Committee
                  and Our Board Directors," "Summary Term Sheet - Opinion of
                  Goldman, Sachs & Co.," "Special Factors - Background of the
                  Merger," "Special Factors - Recommendations of the Special
                  Committee and Our Board of Directors; Fairness of the Merger,"
                  "Special Factors  - Preliminary Results by Goldman Sachs &
                  Co.", "Special Factors - Opinion of Goldman, Sachs & Co.,"
                  "Special Factors - BNP Paribas' and Chauchat's Positions as to
                  the Fairness of the Merger," "Special Factors - Summary of
                  Financial Analyses of Merrill Lynch & Co." and "Special
                  Factors - Purpose and Reason for the Merger; Structure of the
                  Merger" is incorporated herein by reference.

      (d)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - What You Will Be Entitled to
                  Receive in the Merger," "Summary Term Sheet - Opinion of
                  Goldman, Sachs & Co.," "Summary Term Sheet - Interests of
                  Directors and Executive Officers in the Merger," "Summary Term
                  Sheet - Material U.S. Federal Income Tax Consequences,"
                  "Summary Term Sheet - Appraisal Rights," "Special Factors -
                  Background of the Merger," "Special Factors - Recommendations
                  of the Special Committee and Our Board of Directors; Fairness
                  of the Merger," "Special Factors Preliminary Presentation by
                  Goldman Sachs & Co."."Special Factors - Opinion of Goldman,
                  Sachs & Co.," "Special Factors - BNP Paribas' and Chauchat's
                  Positions as to the Fairness of the Merger," "Special Factors
                  - Summary of Financial Analyses of Merrill Lynch & Co.,"
                  "Special Factors - Purpose and Reason for the Merger;
                  Structure of the Merger," "Special Factors - Effects of the
                  Merger; Plans or Proposals After the Merger," "Special Factors
                  - Certain Relationships Between BancWest and BNP Paribas,"
                  "Special Factors - Material U.S. Federal Income Tax
                  Consequences of the Merger to our Stockholders," "Special
                  Factors - Litigation" and "The Merger - The Merger Agreement"
                  and "The Merger - Appraisal Rights" is incorporated herein by
                  reference.

ITEM 8.           FAIRNESS OF THE TRANSACTION
Regulation M-A
Item 1014

      (a)-(b)     The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Summary Term Sheet -
                  Our Position as to the Fairness of the Merger," "Summary Term
                  Sheet - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger," "Special Factors - Background of the
                  Merger," "Special Factors - Recommendations of the Special
                  Committee and Our Board of Directors; Fairness of the Merger,"
                  "Special Factors - Preliminary Presentation by Goldman Sachs &
                  Co.", "Special Factors - Opinion of Goldman, Sachs & Co.,"
                  "Special Factors - Our Forecasts," "Special Factors - BNP
                  Paribas' and Chauchat's Positions as to the Fairness of the
                  Merger" and "Special Factors - Purpose and Reason for the
                  Merger; Structure of the Merger" is incorporated herein by
                  reference.

      (c)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - The Merger Agreement," "Special
                  Factors - Recommendations of the Special Committee and Our
                  Board of Directors; Fairness of the Merger," "Special Factors
                  - BNP Paribas' and Chauchat's Positions as to the Fairness of
                  the Merger," "The Special Meeting - Voting Rights; Vote
                  Required for Adoption" and "The Merger - The Merger Agreement"
                  is incorporated herein by reference.

      (d)         The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Summary Term Sheet -
                  Our Position as to the Fairness of the Merger," "Summary Term
                  Sheet - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger," "Special Factors - Background of the
                  Merger," "Special Factors - Recommendations of the Special
                  Committee

                                       13
<PAGE>   14
                  and Our Board of Directors; Fairness of the Merger," "Special
                  Factors - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger" and "Special Factors - Purpose and
                  Reason for the Merger; Structure of the Merger" is
                  incorporated herein by reference.

       (e)        The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Summary Term Sheet -
                  Our Position as to the Fairness of the Merger," "Summary Term
                  Sheet - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger," "Special Factors - Background of the
                  Merger," "Special Factors - Recommendations of the Special
                  Committee and Our Board of Directors; Fairness of the Merger"
                  and "Special Factors - BNP Paribas' and Chauchat's Positions
                  as to the Fairness of Merger" is incorporated herein by
                  reference.

       (f)        Not applicable.

ITEM 9.           REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Regulation M-A
Item 1015

       (a)-(c)    The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Opinion of Goldman, Sachs &
                  Co.," "Summary Term Sheet - Our Position as to the Fairness of
                  the Merger," "Special Factors - Background of the Merger,"
                  "Special Factors - Recommendations of the Special Committee
                  and Our Board of Directors; Fairness of the Merger," "Special
                  Factors - Preliminary Presentation by Goldman Sachs & Co.",
                  "Special Factors - Opinion of Goldman, Sachs & Co.," "Special
                  Factors - Our Forecasts," "Special Factors - BNP Paribas' and
                  Chauchat's Positions as to the Fairness of the Merger,"
                  "Special Factors - Summary of Financial Analyses of Merrill
                  Lynch & Co.," "Special Factors - Purpose and Reason for the
                  Merger; Structure of the Merger," "The Merger - Fees and
                  Expenses of the Merger" and "The Merger - Financing of the
                  Merger" is incorporated herein by reference. The full text of
                  the written opinion of Goldman, Sachs & Co., dated May 8,
                  2001, is attached to the Proxy Statement as Annex B. The
                  written materials presented by Goldman, Sachs & Co. to the
                  BancWest Special Committee on April 18, 2001 are set forth as
                  Exhibit(c)(4) and are incorporated herein by reference. The
                  written materials presented by Goldman, Sachs & Co. to the
                  BancWest Special Committee on May 6, 2001 are set forth as
                  Exhibit (c)(2) hereto and are incorporated herein by
                  reference. The written materials presented by Merrill Lynch &
                  Co. to the board of directors of BNP Paribas on May 4, 2001
                  are set forth as Exhibit(c)(3) hereto and are incorporated
                  herein by reference.


ITEM 10.          SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Regulation M-A
Item 1007

       (a)-(b),   The information set forth in the Proxy Statement under the
       (d)        captions "The Merger - Fees and Expenses of the Merger" and
                  "The Merger - Financing of the Merger" is incorporated herein
                  by reference.


       (c)        The information set forth in the Proxy Statement under the
                  captions "The Merger - Fees and Expenses of the Merger" and
                  "The Merger - Financing of the Merger" is incorporated herein
                  by reference.


ITEM 11.          INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Regulation M-A
Item 1008

       (a)        The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors -
                  Background of the Merger," "Special Factors - Interests of
                  Directors and Executive Officers in the Merger," "The Special
                  Meeting - Voting Rights; Vote Required for Adoption" and
                  "Other Matters - Security Ownership of Certain Beneficial
                  Owners and Management" is incorporated herein by reference.

       (b)(1)-(5) The information set forth in the Proxy Statement under the
                  caption "Other Matters - Transactions in Capital Stock by
                  Certain Persons" is incorporated herein by reference.

                                       14
<PAGE>   15
ITEM 12.          THE SOLICITATION OR RECOMMENDATIONS
Regulation M-A
Item 1012

       (d)        The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Interests of Directors and
                  Executive Officers in the Merger," "Special Factors -
                  Interests of Directors and Executive Officers in the Merger"
                  and "The Special Meeting - Voting Rights; Vote Required for
                  Adoption," is incorporated herein by reference.

       (e)        The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Recommendations of the Special
                  Committee and Our Board of Directors," "Summary Term Sheet -
                  Our Position as to the Fairness of the Merger," "Summary Term
                  Sheet - BNP Paribas' and Chauchat's Positions as to the
                  Fairness of the Merger," "Special Factors - Background of the
                  Merger," "Special Factors - Recommendations of the Special
                  Committee and Our Board of Directors; Fairness of the Merger,"
                  "Special Factors - BNP Paribas' and Chauchat's Positions as to
                  the Fairness of the Merger" and "Special Factors - Purpose and
                  Reason for the Merger; Structure of the Merger" is
                  incorporated herein by reference.


ITEM 13.          FINANCIAL STATEMENTS
Regulation M-A
Item 1010

       (a)        The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Selected Consolidated Financial
                  Data of BancWest" and "Summary Term Sheet - Consolidated
                  Ratios of Earnings to Fixed Charges and Book Value Per Share"
                  is incorporated herein by reference.

       (b)        None.


ITEM 14.          PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A
Item 1009

       (a)-(b)    The information set forth in the Proxy Statement under the
                  captions "Summary Term Sheet - Our Position as to the Fairness
                  of the Merger," "Special Factors - Preliminary Presentation by
                  Goldman Sachs & Co.", "Special Factors - Opinion of Goldman,
                  Sachs & Co.," "Special Factors - Recommendations of the
                  Special Committee and Our Board of Directors; Fairness of the
                  Merger," "Special Factors - Summary of Financial Analyses of
                  Merrill Lynch & Co.," "The Special Meeting - Solicitation of
                  Proxies," "The Merger - Fees and Expenses of the Merger" and
                  "The Merger - Financing of the Merger" is incorporated herein
                  by reference.

ITEM 15.          ADDITIONAL INFORMATION
Regulation M-A
Item 1011

       (b)        The information set forth in the Proxy Statement, including
                  all annexes thereto, is incorporated herein by reference.

ITEM 16.          EXHIBITS
Regulation M-A
Item 1016

       (a)        Amendment No. 1 to the Proxy Statement filed with the
                  Securities and Exchange Commission on July 16, 2001 is
                  incorporated by reference herein.

       (b)        None.

       (c) (1)    Opinion of Goldman, Sachs & Co. attached as Annex B to the
                  Proxy Statement.

       (c) (2)    Materials presented by Goldman, Sachs & Co. to the BancWest
                  Special Committee on May 6, 2001.

       (c) (3)    Materials presented by Merrill Lynch & Co. to the Board of
                  Directors of BNP Paribas on May 4, 2001.

       (c) (4)    Materials presented by Goldman Sachs & Co. to the BancWest
                  Special Committee on April 18, 2001.

       (d) (1)    Agreement and Plan of Merger, dated as of May 8, 2001, by and
                  among BancWest Corporation, BNP Paribas and Chauchat L.L.C.
                  attached as Annex A to the Proxy Statement.

       (d) (2)    Waiver Letter to Standstill Agreement, dated May 7, 2001,
                  between BancWest Corporation and BNP Paribas.

       (d) (3)    Waiver Letter to Standstill Agreement, dated May 4, 2001,
                  between BancWest Corporation and BNP Paribas.

       (d) (4)    Standstill and Governance Agreement, dated as of November 1,
                  1998, between First Hawaiian, Inc. (predecessor to BancWest
                  Corporation) and Banque Nationale de Paris (predecessor to BNP

                                       15
<PAGE>   16
                  Paribas) (incorporated by reference to the information filed
                  on Form 8-K, File No. 001-14585, filed by BancWest
                  Corporation).

       (d) (5)    Registration Rights Agreement, dated as of November 1, 1998,
                  between First Hawaiian, Inc. (predecessor to BancWest
                  Corporation) and Banque Nationale de Paris (predecessor to BNP
                  Paribas) (incorporated by reference to the information filed
                  on Form 8-K, File No. 001-14585, filed by BancWest
                  Corporation).

       (f)        Section 262 of the General Corporation Law of the State of
                  Delaware attached as Annex C to the Proxy Statement.


       (g)        None.















                                      16
<PAGE>   17
\




                                    SIGNATURE

         After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: July 16, 2001

                               BANCWEST CORPORATION


                               By: /s/ Howard H. Karr
                                   --------------------------------------
                                   Name:    Howard H. Karr
                                   Title:   Executive Vice President and
                                            Chief Financial Officer


                               BNP PARIBAS


                               By: /s/ Pierre Mariani
                                   --------------------------------------
                                   Name:    Pierre Mariani
                                   Title:   Head of International Retail
                                               Banking


                               CHAUCHAT L.L.C.


                               By its Sole Member, Chauchat Holdings Corporation


                               By: /s/ Jacques Ardant
                                   --------------------------------------
                                   Name:    Jacques Ardant
                                   Title:   President



<PAGE>   18





                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION


       (a)        Amendment No. 1 to the Proxy Statement filed with the
                  Securities and Exchange Commission on July 16, 2001 is
                  incorporated by reference herein.

       (b)        None.

       (c) (1)    Opinion of Goldman, Sachs & Co. attached as Annex B to the
                  Proxy Statement.

       (c) (2)    Materials presented by Goldman, Sachs & Co. to the BancWest
                  Special Committee on May 6, 2001.

       (c) (3)    Materials presented by Merrill Lynch & Co. to the Board of
                  Directors of BNP Paribas on May 4, 2001.

       (c) (4)    Materials presented by Goldman, Sachs & Co. to the BancWest
                  Special Committee on April 18, 2001.

       (d) (1)    Agreement and Plan of Merger, dated as of May 8, 2001, by and
                  among BancWest Corporation, BNP Paribas and Chauchat L.L.C.
                  attached as Annex A to the Proxy Statement.

       (d) (2)    Waiver Letter to Standstill Agreement, dated May 7, 2001,
                  between BancWest Corporation and BNP Paribas.

       (d) (3)    Waiver Letter to Standstill Agreement, dated May 4, 2001,
                  between BancWest Corporation and BNP Paribas.

       (d) (4)    Standstill and Governance Agreement, dated as of November 1,
                  1998, between First Hawaiian, Inc. (predecessor to BancWest
                  Corporation) and Banque Nationale de Paris (predecessor to BNP
                  Paribas) (incorporated by reference to the information filed
                  on Form 8-K, File No. 001-14585, filed by BancWest
                  Corporation).

       (d) (5)    Registration Rights Agreement, dated as of November 1, 1998,
                  between First Hawaiian, Inc. (predecessor to BancWest
                  Corporation) and Banque Nationale de Paris (predecessor to BNP
                  Paribas) (incorporated by reference to the information filed
                  on Form 8-K, File No. 001-14585, filed by BancWest
                  Corporation).

       (f)        Section 262 of the General Corporation Law of the State of
                  Delaware attached as Annex C to the Proxy Statement.

       (g)        None.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C.2
<SEQUENCE>2
<FILENAME>y49806a1ex99-c_2.txt
<DESCRIPTION>MATERIALS PRESENTED BY GOLDMAN, SACHS & CO.
<TEXT>

<PAGE>   1
                                                                Exhibit 99(c)(2)

[Goldman Sachs Logo]

Presentation to the Special Committee


Project SunBear


Goldman, Sachs & Co.
May 6, 2001

<PAGE>   2

Table of Exhibits

                                                                Exhibit
                                                                -------

            Overview of Proposed Transaction                       1

            Overview of Neptune                                    2

            Overview of Market Performance                         3

            Analysis of 1998 Neptune Merger                        4

            Valuation:

               Neptune Valuation                                   5

               Competitive Merger Analysis                         6

            Analysis of Comparable Transactions                    7

<PAGE>   3


Summary of Merger Consideration
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
              --------------                --------------------------------
              Consideration:                Premium to Neptune Market Price:
              --------------                --------------------------------

<S>                             <C>         <C>                       <C>
Offer Price per Share           $35.00      All-time High (1/29/01)     28.4%
Implied Consideration:                      52-Week Low (6/23/00)      150.0
    Shares Outstanding (a)      $4,365
    Options (a)                     93      One Day Prior (5/4/01)      40.1%
                                -------
      Total Consideration (b)   $4,458      One Week Prior (4/27/01)    40.9
                                =======
    % Currently Owned by Blue     45.0%     One Month Prior (4/4/01)    47.6

<CAPTION>
                             ----------------------
                             Transaction Multiples:
                             ----------------------

Earnings per Share:
  GAAP:                                  Cash:
<S>                               <C>       <C>                         <C>
      LTM (3/01)                  19.0x     LTM (3/01)                  17.0x
      2001E (C)                   18.4      2001E (c)                   16.2
      2002E (C)                   16.3      2002E (c)                   14.5

At 3/31/01:
      Book Value                   2.1x
      Tangible Book Value          3.4

<CAPTION>
                       -----------------------------------
                       Jupiter Accretion / (Dilution) (c):
                       -----------------------------------

2001E:                                    2002E:
<S>                               <C>         <C>                       <C>
   GAAP EPS                       (0.8)%      GAAP EPS                  (0.4)%
   Cash EPS                        1.0        Cash EPS                   1.3
</TABLE>

- ----------------------------------------
(a)   Based on basic shares outstanding of 124.7mm and outstanding options of
      5.1mm with an average exercise price of $16.58.
(b)   For 100% of the Company.
(c)   I/B/E/S median estimates.

<PAGE>   4

Summary of Key Terms

- -----------------
Price:              o $35.00 per share in cash
- -----------------

- -----------------
Management:         o Top four senior executives to sign employment agreements
- -----------------

- -----------------
Termination Fee:    o $100mm, if a sale to a third party is consummated
- -----------------

- -----------------
Key Contract        o Approval by 2/3 of shareholders (40% of public float)
Provisions:         o Fiduciary out
- -----------------

- -----------------
Expected Closing:   o August 30th, 2001
- -----------------


                                                                               2
<PAGE>   5

Summary of Financial Data for Neptune
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                     At or For the Year Ended December 31,
                                         -----------------------------------------------------------
                                         1996          1997          1998         1999          2000
                                         ----          ----          ----         ----          ----

<S>                                  <C>           <C>           <C>           <C>           <C>
Balance Sheet:
  Assets                             $    8,642    $    8,880    $   15,929    $   16,681    $   18,457
  Deposits                                6,507         6,790        12,043        12,878        14,128
  Equity                                    753           801         1,746         1,843         1,989

Profitability:
  Reported Net Income                $       85    $       93    $       84    $      172    $      216
  Normalized Net Income (a)                  85            93           106           184           217
  Cash Earnings (a)                          91           100           117           217           250

  Return on Tangible Common Equity         14.9%         15.1%         16.3%         19.7%         20.3%
  Net Interest Margin                      4.63          4.77          4.81          4.76          4.75

  Fee Income Ratio                         22.7%         24.0%         25.0%         23.8%         23.9%
  Efficiency Ratio (b)                     64.5          65.5          62.5          54.5          51.5

Capital Adequacy:
   TCE/TA                                  7.31%         7.76%         6.81%         7.28%         7.49%
   Tier 1 Capital Ratio                    8.49          9.63          8.32          8.80          9.73
   Total Capital Ratio                    11.93         11.87         10.18         10.56         11.39

Asset Quality:
   NPA/Total Loans + OREO                  2.20%         1.94%         1.42%         1.15%         0.99%
   NPL/Total Loans (c)                     1.79          1.47          1.14          0.93          0.79

   Reserve/NPL (c)                         81.4%         90.7%        116.3%        138.7%        155.7%
   Net Charge-Offs/Avg. Loans              0.42          0.33          0.31          0.42          0.37

Per Share Data:
   Book Value                        $    10.85    $    11.30    $    14.15    $    14.79    $    15.97
   Diluted Reported EPS                    1.20          1.29          1.05          1.38          1.73
   Diluted Normalized EPS (a)              1.20          1.29          1.32          1.48          1.74
   Diluted Normalized Cash EPS (a)         1.28          1.38          1.46          1.74          2.00
   Dividends                               0.57          0.58          0.58          0.62          0.68

<CAPTION>
                                         Quarter Ended                CAGR
                                      ----------------------
                                      3/31/2000    3/31/2001         1999-00
                                      ---------    ---------         -------

<S>                                  <C>           <C>                 <C>
Balance Sheet:
  Assets                             $   17,528    $   19,419          10.6%
  Deposits                               13,326        14,710           9.7
  Equity                                  1,870         2,045           7.9

Profitability:
  Reported Net Income                $       49    $       62          25.5%
  Normalized Net Income (a)                  49            64          18.3
  Cash Earnings(a)                           58            65          15.4

  Return on Tangible Common Equity         19.9%         22.3%
  Net Interest Margin                      4.82          4.58

  Fee Income Ratio                         23.1%         39.0%
  Efficiency Ratio (b)                     53.4          52.9

Capital Adequacy:
   TCE/TA                                  7.05%         6.90%
   Tier 1 Capital Ratio                    8.63            NA
   Total Capital Ratio                    10.34            NA

Asset Quality:

   NPA/Total Loans + OREO                  1.10%         1.04%
   NPL/Total Loans (c)                     0.89          0.89

   Reserve/NPL (c)                        141.7%        146.9%
   Net Charge-Offs/Avg. Loans              0.09          0.15

Per Share Data:
   Book Value                        $    15.00    $    16.40           8.0%
   Diluted Reported EPS                    0.40          0.49          25.2
   Diluted Normalized EPS (a)              0.40          0.51          17.3
   Diluted Normalized Cash EPS (a)         0.46          0.52          14.9
   Dividends                               0.17          0.19           9.7
</TABLE>

- ----------------------------------------
Source: Company financial reports.
(a)   Adjusted to exclude extraordinary and non-recurring items.
(b)   Excludes amortization of intangibles.
(c)   Nonperforming loans include loans 90 days past due.


                                                                               3
<PAGE>   6

Overview of Management Projections
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                   Management Projections              CAGR's
                                                   ----------------------    -------------------------
                                           2000A    2001    2002    2003     2000-01  2000-03  2001-03
                                           -----   ------   ----   ------    -------  -------  -------

<S>                                        <C>     <C>     <C>     <C>        <C>      <C>      <C>
Net Interest Income                        $ 747   $ 783   $ 858   $ 914       4.8%     6.9%     8.0%
Provision for Credit Losses                   60      71      67      69      17.5      4.5     (1.4)
                                           -----   -----   -----   -----
    Net Interest Income, Net of Provision    687     712     791     845       3.7      7.2      8.9
                                           -----   -----   -----   -----

Noninterest Income:
    Service Charges on Deposits               75      85      94     114      13.8     15.1     15.8
    Securities Transactions                   --      41      --      --        NM       NM       NM
    Trust Revenue                             36      35      39      42      (3.2)     5.1      9.5
    Other                                    105     110     123     133       4.8      8.2     10.0
                                           -----   -----   -----   -----
       Total Noninterest Income              216     271     256     289      25.7     10.2      3.2
                                           -----   -----   -----   -----

Operating Revenues:
    Salaries and Benefits                    240     265     283     304      10.3      8.2      7.1
    Occupancy and Equipment                   63     100      95     106      59.5     19.1      3.0
    Intangible Amortization                   37      42      44      44      14.8      6.3      2.4
    Other                                    194     173     183     191     (11.0)    (0.6)     5.1
                                           -----   -----   -----   -----
       Total Noninterest Expenses            534     580     605     645       8.6      6.5      5.5
                                           -----   -----   -----   -----

Pre-tax Income                               368     403     442     489       9.5      9.9     10.1
Provision for Income Taxes                   152     162     177     196       6.1      8.7     10.0
                                           -----   -----   -----   -----
    Reported Net Income                    $ 216   $ 242   $ 265   $ 293      11.8%    10.7%    10.1%
                                           =====   =====   =====   =====
    Adjusted Net Income                    $ 217   $ 244   $ 265   $ 293      12.5%    10.5%     9.6%
                                           =====   =====   =====   =====
Diluted Shares Outstanding                 125.0   126.3   126.4   127.3

Diluted Earnings Per Share:
    Reported                               $1.73   $1.92   $2.10   $2.30      10.7%    10.0%     9.7%
    Adjusted                                1.74    1.93    2.10    2.30      11.1      9.9      9.3
    Cash                                    2.00    2.20    2.36    2.56      10.0      8.6      7.9

Memo:
    I/B/E/S Estimates (a)                     --   $1.90   $2.15      --        NM      8.5%     8.5%

Summary Ratios:
    Tangible ROE                            20.3%   18.9%   19.5%   19.9%
    Efficiency Ratio                        51.5    51.0    50.3    50.0
</TABLE>

- ----------------------------------------
Source: Management projections.
(a)   Represents GAAP net income. CAGR's for 2000-03 and 2001-03 are I/B/E/S
      long-term growth estimates.


                                                                               4
<PAGE>   7

Comparison of Selected West Coast Banks
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                                             Price as a Multiple of:
                                                                 -----------------------------------------------
                                                                    GAAP (a)             Cash (a)
                               Price as of    % of     Market    ---------------     ----------------   Tangible
          Name                 (05/04/01)   52-W High   Cap.     2001E     2002E     2001E      2002E      BV
          ----                 ----------   ---------   ----     -----     -----     -----      -----      --

<S>                               <C>           <C>   <C>        <C>       <C>       <C>       <C>        <C>
Neptune                           $24.98        92%   $ 3,115    13.1x     11.6x     11.6x     10.4x      2.4x
Wells Fargo & Company             $47.30        85%   $81,287    16.6x     14.6x     14.4x     12.9x      5.0x
U.S. Bancorp                       22.68        83     43,212    13.0      11.2      11.4      10.0       4.3
Comerica Incorporated              52.70        81      9,383    11.0      10.0      10.6       9.7       2.3
Zions Bancorp                      54.75        87      5,040    16.8      15.0      14.9      13.4       3.7
UnionBanCal Corporation            29.80        85      4,725    10.0       8.5       9.7       8.3       1.4
City National Corporation          39.55        97      1,886    13.4      12.2      11.9      10.9       3.2
Pacific Century Financial Corp.    23.48        100     1,860    15.7      10.9      13.5       9.8       1.6
Westamenca Bancorporation          37.70        86      1,345    16.0      14.9      15.6      14.6       4.3
Silicon Valley Bancshares          27.46        43      1,359    11.4      10.1      11.4      10.1       2.1
Pacific Capital Bancorp            28.00        92        744    12.2      10.9      11.9      10.7       2.4

================================================================================================================
   Median                                                        13.2x     11.1x     11.9x     10.4x      2.8x
================================================================================================================

<CAPTION>
                               2002 PE/                                    NPA/
                                  LT                 Cash    Efficiency  (Loans+
          Name                  Growth     TCE/TA    ROE     Ratio (b)    REO)
          ----                  ------     ------    ---     ---------    ----

<S>                              <C>        <C>      <C>       <C>        <C>
Neptune                          1.4x       6.9%     20.9%     51.4%      1.0%
Wells Fargo & Company            1.1x       6.0%     31.9%     56.0%      0.9%
U.S. Bancorp                     0.9        6.5      37.6      45.4       1.2
Comerica Incorporated            1.0        8.1      24.3      45.8       1.3
Zions Bancorp                    1.1        5.9      27.4      58.2       0.8
UnionBanCal Corporation          0.9        9.7      12.1      51.5       1.8
City National Corporation        1.1        6.7      27.7      53.1       1.0
Pacific Century Financial Corp.  1.4        8.8       9.6      58.2       1.5
Westamenca Bancorporation        1.4        7.8      27.0      44.3       0.4
Silicon Valley Bancshares        0.7       12.8      29.6      45.6       1.2
Pacific Capital Bancorp          1.0        7.8      20.6      55.7       0.9

===============================================================================
   Median                        1.0x       7.8%     27.2%     52.3%      1.1%
===============================================================================
</TABLE>

- ----------------------------------------
Source: Company financials as of 3/31/01 or latest available. Prices per
FactSet.
(a)   I/B/E/S median estimates.
(b)   Non-Interest Expense / (Net Interest Income + Non-Interest Income).
      Adjusted to exclude non-recurring items and intangible amortization.


                                                                               5
<PAGE>   8

Overview of Market Performance

Annotated Price History


[Line graph showing closing market price (USD) of BancWest Common Stock
     beginning on 5/31/1996 and ending on 5/4/2001 with the following events
     noted:]


(5/27/1998) Merger between Neptune and Trident announced.

(9/22/1998) Management announces that merger with Trident will be less dilutive
to earnings than expected due to revision of amortization expense.

(2/25/1999) Acquisition of Sierra West Bancorp announced.


(1/19/2000) Plan to acquire 68 branches of First Security announced.

(3/31/2000) Zions shareholders vote against First Security deal, Neptune's plan
to acquire branches falls through.

(9/18/2000) Neptune selected as buyer of 30 First Security branches.

- ----------
Source: Muller.


                                                                               6
<PAGE>   9

Neptune Relative Performance

Indexed Price Comparison

                                Since the Merger
                                ----------------

[Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and
Pacific Century beginning on 5/29/1998 and ending on 5/4/2001.]


                                    One Year
                                    --------
[Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and
Pacific Century beginning on 5/4/2000 and ending on 5/4/2001.]


- ----------
Source: FactSet.


                                                                               7
<PAGE>   10

Neptune Relative P/E Performance

Five Years

                             Relative Trailing P/E
                             ---------------------
[Line graph showing price to last twelve months EPS for Neptune P/E and S&P
Regional Banks P/E beginning on 4/24/1996 and ending on 4/24/2001.]


                                P/E Differential
                                ----------------
[Line graph showing LTM P/E differential for Neptune P/E - S&P Major Regional
Banks P/E beginning on 4/24/1996 and ending on 4/24/2001.]

- ----------
Source: FactSet.


                                                                               8
<PAGE>   11

Total Return Analysis

<TABLE>
<CAPTION>
                                               Pacific         Peer        S&P Maj.
                                 Neptune       Century       Group (a)    Reg. Banks     S&P 500
                                 -------       -------       ---------    ----------     -------
<S>                               <C>            <C>          <C>            <C>          <C>
Total Return:
    5 Years                       103.1%         52.2%        179.7%         122.8%       110.6%
    3 Years                        39.5           5.5          15.5            6.4         17.4
    1 Year                         43.1          25.8          19.3           31.4         (9.1)
    6 Months                       27.6          43.9           6.9            5.6        (11.1)

Annualized Return:
    5 Years                        15.2%          8.8%         22.8%          17.4%        16.1%
    3 Years                        11.7           1.8           4.9            2.1          5.5
</TABLE>

- ----------
Source: Bloomberg. Data as of 05/04/01.
(a)   Consists of City National, Comerica, Pacific Capital, Pacific Century,
      Silicon Valley Bancshares, U.S. Bancorp, Wells Fargo, UnionBanCal,
      Westamerica and Zions.


                                                                               9
<PAGE>   12

Summary Analyst Comments on Neptune

<TABLE>
<CAPTION>
    Company / Analyst                                            Date                                 Comments
    -----------------                                            ----                                 --------

<S>                                                            <C>              <C>
Goldman Sachs / Lori Appelbaum                                 4/19/2001        o     Neptune delivered 13% EPS growth in the
                                                                                      first quarter and expanded its mainland
                                                                                      presence into New Mexico and Las Vegas.
                                                                                      Revenue momentum was aided by strong loan
                                                                                      growth and fee income while credit quality
                                                                                      concerns increased. We are maintaining our
                                                                                      current estimates and our market
                                                                                      outperformer rating

                                                                                o     Loan growth continued to remain strong at
                                                                                      12% with double-digit growth experienced
                                                                                      across commercial, consumer, and auto lease
                                                                                      portfolios

Merrill Lynch / Beth Messmore                                  4/23/2001        o     Neptune is strategically positioned in
                                                                                      generally faster-growth markets and
                                                                                      continues to build consumer / business
                                                                                      relationships. Excluding the branches
                                                                                      acquisition, total deposits and non-interest
                                                                                      bearing demand rose 6% and 10% respectively
                                                                                      during the quarter

                                                                                o     Management appears well aware of the risks
                                                                                      inherent in its syndicated loan portfolio
                                                                                      and is closely monitoring its situation

Dain Rauscher Wessels / Joe Morford                            4/23/2001        o     Given the solid operating performance in the
                                                                                      first quarter, we are maintaining our 2001
                                                                                      and 2002 EPS estimates of $1.95 and $2.15,
                                                                                      respectively

                                                                                o     Currently, the shares are trading at 12.7x
                                                                                      this year's earnings, representing almost a
                                                                                      10% discount to the S&P major regional bank
                                                                                      median. Over time, we would expect this
                                                                                      discount to narrow

Lehman Brothers / Brock Vandervliet                            4/18/2001        o     Although results are not quite as strong as
                                                                                      we would have hoped, we believe Neptune
                                                                                      remains on target to realize our estimates
                                                                                      for the year. We reiterate our strong buy
                                                                                      rating

                                                                                o     In a thoughtful move, Neptune increased its
                                                                                      provision by $18.8 million sequentially
                                                                                      given the current economic slowdown
                                                                                      nationally and in California, agricultural
                                                                                      lending, and the addition of loans with the
                                                                                      recent branch acquisitions. Having been
                                                                                      concerned with the reserve level in the
                                                                                      past, we applaud the move
</TABLE>


                                                                              10
<PAGE>   13

Summary Observations on 1998 MOE

o     The merger between Trident and Neptune has resulted in:

      -     EPS ahead of 1998 forecast (a)

      -     Earnings growth of 15% vs. 5% originally forecast for Neptune
            stand-alone (a)

      -     Integration of the companies is widely viewed as a success

      -     As a result of the 1998 MOE, Neptune is more geographically
            diversified than it was before the merger

o     Neptune is positioned to take advantage of a strong California presence as
      well as a recovering Hawaiian economy:

      -     Approximately 60%-70% of business now outside of Hawaii (b)

      -     Two additional acquisitions outside Hawaii (Sierra West, First
            Security branches)

o     Today, Neptune trades in-line with comparable West Coast banks

- ----------

(a)   Per 1998 management projections.
(b)   Based on management estimates.


                                                                              11
<PAGE>   14

Analysis of Neptune/Trident Merger

<TABLE>
<CAPTION>
                                                                    For the Year Ended December 31,
                                                        ----------------------------------------------------     1997-00
                                                          1997A      1998       1999       2000       2001         CAGR
                                                        --------   --------   --------   --------   --------     --------
<S>                                                     <C>        <C>        <C>        <C>        <C>            <C>
Stand-Alone (At Time of Merger): (a)
       Neptune Net Income                               $   84.3   $   88.7   $   93.4   $   98.1   $  103.0        5.2%
       EPS                                                  1.32       1.42       1.49       1.57       1.65        5.8
       Trident Net Income                               $   62.9   $   71.4   $   81.2   $   90.5   $  101.0       12.9%

<CAPTION>
                                                                                                                  1999-01
Combined (At Time of Merger) (a):                                                                                   CAGR
                                                                                                                 --------
<S>                                                                           <C>        <C>        <C>            <C>
       Neptune Net Income                                                     $   93.4   $   98.1   $  103.0        5.0%
       Trident Net Income                                                         81.2       90.5      101.0       11.5
                                                                              --------   --------   --------
          Subtotal                                                               174.6      188.6      204.0        8.1
                                                                              --------   --------   --------
       Cost Savings (After-tax)                                                   17.7       30.5       31.4
       Interest Income (Incremental)                                              (3.4)      (2.6)      (1.8)
       Goodwill Amortization                                                     (28.0)     (28.0)     (28.0)
                                                                              --------   --------   --------
    Pro Forma Net Income                                                      $  160.9   $  188.5   $  205.6       13.0%
                                                                              ========   ========   ========
    Pro Forma EPS                                                             $   1.40   $   1.64   $   1.79

Actual Results: (b)
    Neptune Net Income                                                        $   98.5   $  112.0
    Trident Net Income                                                            91.4      110.0
    Parent/Other                                                                  (6.4)      (4.8)
                                                                              --------   --------   --------
       Net Income                                                             $  183.5   $  217.2   $  244.2 (c)   15.4%
                                                                              ========   ========   ========
    EPS                                                                       $   1.47   $   1.74   $   1.93       14.5
    Change in EPS vs. Original Projection                                          4.8%       5.6%       7.6%
</TABLE>

- ----------

(a)   Per Management projections at the time of merger.
(b)   Adjusted to exclude one-time and non-recurring charges. Per Company
      financial reports.
(c)   Per management projections.

                                                                              12
<PAGE>   15

Analysis of Neptune/Trident Merger

<TABLE>
<CAPTION>
                                                   P/E          Cash P/E
                                              ------------    ------------
                                              1998    1999    1998    1999
                                              ----    ----    ----    ----
<S>                                           <C>     <C>     <C>     <C>
      1998:
            Neptune                           13.9x   13.2x   12.3x   11.7x
            West Coast Avg.                   20.6    17.7    18.1    15.8
                                              ----    ----    ----    ----
              Difference                       6.7x    4.5x    5.8x    4.1x
                                              ====    ====    ====    ====

<CAPTION>
                                                   P/E          Cash P/E
                                              ------------    ------------
                                              2000    2001    2000    2001
                                              ----    ----    ----    ----
<S>                                           <C>     <C>     <C>     <C>
      Current:
            Neptune                           13.1x   11.6x   11.6x   10.4x
            West Coast Avg.                   13.6    11.8    12.5    11.0
                                              ----    ----    ----    ----
               Difference                      0.5x    0.2x    1.0x    0.7x
                                              ====    ====    ====    ====
</TABLE>

- ----------
(a)   Average consists of City National, Comerica, Pacific Capital, Pacific
      Century, Silicon Valley, U.S. Bancorp, UnionBanCal, Wells Fargo,
      Westamerica, and Zions.


                                                                              13
<PAGE>   16

Analysis at Various Prices
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                               Current                    Price Per Neptune Share
                                  Company       Price      ----------------------------------------------------
                                   Data        $24.98        $32.00        $33.00        $34.00        $35.00
                                ----------   ----------    ----------    ----------    ----------    ----------
<S>                              <C>           <C>           <C>           <C>           <C>           <C>
Aggregate Consideration (a)                                  $4,069        $4,198        $4,328        $4,458

Implied Premium:
    Current                                                    28.1%         32.1%         36.1%         40.1%
    52-Week High                               $27.25          17.4          21.1          24.8          28.4

Price / EPS:
    LTM                            $1.85         13.5x         17.3x         17.9x         18.4x         19.0x
    2001E (b)                       1.90         13.1          16.8          17.4          17.9          18.4
    2002E (b)                       2.15         11.6          14.9          15.3          15.8          16.3

Price / Cash EPS:
    LTM                            $2.05         12.2x         15.6x         16.1x         16.6x         17.0x
    2001E (b)(c)                    2.16         11.6          14.8          15.3          15.7          16.2
    2002E (b)(c)                    2.41         10.4          13.3          13.7          14.1          14.5

Price / Book:
    Stated                        $16.40          1.5x          2.0x          2.0x          2.1x          2.1x
    Tangible                       10.33          2.4           3.1           3.2           3.3           3.4

Core Deposit Premium (d)         $10,490         17.4%         26.1%         27.3%         28.5%         29.8%
</TABLE>

- ----------
(a)   Aggregate consideration adjusted to reflect dilutive impact of 5.1 million
      options outstanding with weighted average strike price of $16.58.
(b)   I/B/E/S median estimate.
(c)   Amortization per management estimates.
(d)   Assumes core deposits represent 71.3% of total deposits.


                                                                              14
<PAGE>   17

Summary of Assumptions

o     Neptune cash EPS of $2.16 in 2001 and $2.41 in 2002 (based on IBES median
      EPS estimates of $1.90 in 2001 and $2.15 in 2002 and management
      projections for amortization expense)

o     100% cash consideration

o     Pre-tax cost of capital of 6.65% for Jupiter

o     No synergies or cost savings for Jupiter

o     Purchase accounting in accordance with French GAAP (a):

      --    100% of purchase premium is attributed to goodwill and is amortized
            over 20 years, the maximum period Jupiter allows for amortization

      --    Goodwill is not tax deductible

o     Key assumptions for Neptune:

      --    Stock price as of May 4, 2001 (b)

      --    Tax rate of 35%


- ----------
(a)   Per Arthur Andersen.
(b)   Per FactSet.


                                                                              15
<PAGE>   18

Summary Pro Forma Analysis
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                          @ $35.00 / share
                                                         ------------------
                                                          2001E      2002E
                                                         ------      ------
<S>                                                      <C>         <C>
Summary Income Statement (a):

   JUPITER                                               $3,741      $4,059
   55.0% of NEPTUNE                                         146         163
                                                         ------      ------
      Unadj. Pro Forma                                   $3,887      $4,222
                                                         ======      ======

Transaction Adjustments:
   Cost Savings                                              $0          $0
   Revenue Synergies                                          0           0
   Interest Expense                                        (106)       (106)
   Transaction Amortization                                 (68)        (68)
   Earnings on Cash Flow                                     (2)         (7)
                                                         ------      ------
      Total Adjustments                                   ($176)      ($180)
                                                         ------      ------
   Pro Forma Net Income                                  $3,711      $4,041
                                                         ======      ======
   Cash Net Income                                       $3,778      $4,109
                                                         ======      ======

Stand-Alone Acquiror (a):
   EPS                                                    $8.35       $9.06
   Cash EPS                                                8.64        9.35

Pro Forma Per Share Data:
- --------------------------------------------------------------------------------
   Diluted EPS:
      GAAP                                                $8.28       $9.02
        % Change vs. Acq. Stand - Alone                    (0.8)%      (0.4)%
      Cash                                                $8.73       $9.47
        % Change vs. Acq. Stand - Alone                     1.0%        1.3%
- --------------------------------------------------------------------------------
</TABLE>

- ----------
(a)   Per I/B/E/S median estimates.


                                                                              16
<PAGE>   19

Discounted Cash Flow Analysis -- I/B/E/S Estimates (a)
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                                                                   Projected
                                                                          --------------------------------------------------------
                                               Assump.      2000          2001          2002          2003        2004        2005
                                               -------      ----          ----          ----          ----        ----        ----
<S>                                            <C>         <C>          <C>           <C>           <C>         <C>         <C>
Net Interest Income                                         $747
Provision for Credit Losses                                   60
                                                           -----
   Net Interest Income After Provision                       687
                                                           -----
Non-Interest Income                                          216
Non-Interest Expense                                         534
                                                           -----
   Pre-Tax Income                                            369
                                                           -----
Provision for Income Taxes                                   152
                                                           -----
   "Old" GAAP Net Income                                    $217          $238          $269          $292        $317        $344
                                                           =====         =====        ======        ======      ======      ======
   "New" GAAP Net Income                                     244           265           296           319         344         371
                                                           =====         =====        ======        ======      ======      ======
   Cash Net Income                                           250           270           302           324         349         376
                                                           =====         =====        ======        ======      ======      ======

  Earnings per Share:
   "Old" GAAP                                              $1.73         $1.90         $2.15         $2.33       $2.53       $2.75
   "New" GAAP                                               1.95          2.12          2.37          2.55        2.75        2.96
   Cash                                                     2.00          2.16          2.41          2.59        2.79        3.01
                                               -----
      LT Growth Rate (b)                        8.5%                                                   8.5%        8.5%        8.5%
                                               -----
   Shares Outstanding                                      125.0         125.1         125.1         125.1       125.1       125.1
                                               -----
      Dividend Payout Rate                     36.4%        36.4%         36.4%         36.4%         36.4%       36.4%       36.4%
                                               -----
Distribution to Shareholders                               $84.7         $98.4        $109.8        $118.1      $127.1      $136.9
                                                           =====         =====        ======        ======      ======      ======

<CAPTION>
                                                                                    PV of Terminal value                     Firm
                                                           PV of             Assuming Cash Net Income Multiples of:          Value
                                            Discount     Cash Flows     ----------------------------------------------      -------
                                              Rate       (12/31/00)       12.0x         14.0x         16.0x       18.0x       12.0x
                                            -------      ---------      ------        ------        ------      ------      ------
<S>                                            <C>          <C>         <C>           <C>           <C>         <C>         <C>
                                               10.0%        $441        $3,083        $3,597        $4,111      $4,624      $3,524
                                            ---------------------------------------------------------------------------------------
                                               12.5          412         2,818         3,287         3,757       4,227       3,230
                                            ---------------------------------------------------------------------------------------
                                               15.0          387         2,581         3,011         3,441       3,871       2,968
                                                                                    -----------------------------------------------
                                                                                                                            $27.80
                                                                                       Implied Price per Share               25.54
                                                                                                                             23.52
                                                                                    -----------------------------------------------

<CAPTION>
                                                                CAGRs
                                               -----------------------------------
                                               2001-05       2001-03       2003-05
                                               -------       -------       -------
<S>                                             <C>            <C>          <C>
Net Interest Income
Provision for Credit Losses

   Net Interest Income After Provision

Non-Interest Income
Non-Interest Expense

   Pre-Tax Income

Provision for Income Taxes

   "Old" GAAP Net Income                           9.6%         10.8%          8.5%

   "New" GAAP Net Income                           8.8           9.7           7.8

   Cash Net Income                                 8.6           9.6           7.7


  Earnings per Share:
   "Old" GAAP
   "New" GAAP                                      8.8%          9.7%          7.8%
   Cash                                            8.6           9.6           7.7

      LT Growth Rate (b)

   Shares Outstanding

      Dividend Payout Rate

Distribution to Shareholders                       8.6%          9.6%          7.7%


<CAPTION>

                                                            Firm Value
                                               -----------------------------------
                                                  14.0x         16.0x         18.0x
                                                ------         -----        ------
<S>                                             <C>            <C>          <C>
                                                $4,037        $4,551        $5,065
                                               -----------------------------------
                                                 3,700         4,170         4,639
                                               -----------------------------------
                                                 3,398         3,828         4,258
                                               -----------------------------------
                                                $31.76        $35.72        $39.68
                  Implied Price per Share        29.16         32.78         36.40
                                                 26.83         30.15         33.46
                                               -----------------------------------
</TABLE>

- ----------
(a)   Based on Company information and I/B/E/S median estimates.
(b)   Represents long-term growth rate on "Old GAAP" I/B/E/S estimates. Growth
      rates on both cash and "New GAAP" incomes are lower due to lack of
      intangible amortization growth.


                                                                              17
<PAGE>   20

Discounted Cash Flow Analysis -- Management Projections (a)
(dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                                                                   Projected
                                                                        ---------------------------------------------------------
                                               Assump.      2000         2001          2002          2003        2004        2005
                                               -------      ----        ------         ----          ----        ----        ----
<S>                                            <C>          <C>         <C>           <C>           <C>         <C>         <C>
Net Interest Income                                         $747          $783          $858          $914
                                                              60            71            67            69
                                                           -----        ------        ------        ------
   Net Interest Income, Net of Provision                     687           712           791           845
                                                           -----        ------        ------        ------
         Total Noninterest Income                            216           271           256           289
         Total Noninterest Expenses                          534           580           605           645
                                                           -----        ------        ------        ------
Pre-tax Income                                               369           403           442           489
                                                           -----        ------        ------        ------
Provision for Income Taxes                                   152           162           177           196
                                                           -----        ------        ------        ------
   "Old" GAAP Net Income                                    $217          $242          $265          $293        $323        $355
                                                           =====        ======        ======        ======      ======      ======
   Cash Net Income                                          $250          $277          $298          $326        $355        $387
                                                           =====        ======        ======        ======      ======      ======
  Earnings per Share:
   GAAP                                                    $1.73         $1.92         $2.10         $2.30       $2.53       $2.79
   Cash                                                     2.00          2.20          2.36          2.56        2.79        3.04
                                                                                                                 -----       -----
      LT Growth Rate                                                                                              10.0%       10.0%
                                                                                                                 -----       -----
   Diluted Shares Outstanding                              125.0         126.3         126.4         127.3       127.3       127.3
                                               ----
      Dividend Payout Rate                     36.4%        36.4%         36.4%         36.4%         36.4%       36.4%       36.4%
                                               ----
Distribution to Shareholders                               $84.7        $100.9        $108.5        $118.6      $129.3      $141.0
                                                           =====        ======        ======        ======      ======      ======

<CAPTION>
                                                                                    PV of Terminal value                     Firm
                                                           PV of             Assuming Cash Net Income Multiples of:          Value
                                            Discount     Cash Flows     ----------------------------------------------      -------
                                              Rate       (12/31/00)       12.0x         14.0x         16.0x       18.0x       12.0x
                                            -------      ---------      ------        ------        ------      ------      ------
<S>                                            <C>          <C>         <C>           <C>           <C>         <C>         <C>
                                               10.0%        $446        $3,175        $3,704        $4,233      $4,762      $3,621
                                            ---------------------------------------------------------------------------------------
                                               12.5          418         2,902         3,386         3,869       4,353       3,320
                                            ---------------------------------------------------------------------------------------
                                               15.0          392         2,658         3,101         3,544       3,987       3,050
                                                                                    -----------------------------------------------
                                                                                                                            $28.55
                                                                                       Implied Price per Share               26.23
                                                                                                                             24.15
                                                                                    -----------------------------------------------

<CAPTION>
                                                                CAGRs
                                               -----------------------------------
                                               2001-05       2001-03       2003-05
                                               -------       -------       -------
<S>                                            <C>           <C>           <C>
Net Interest Income


   Net Interest Income, Net of Provision

         Total Noninterest Income
         Total Noninterest Expenses

Pre-tax Income

Provision for Income Taxes

   "Old" GAAP Net Income                          10.1%         10.1%         10.0%

   Cash Net Income                                 8.7           8.4           9.0


  Earnings per Share:
   GAAP                                            9.8%          9.7%         10.0%
   Cash                                            8.5           8.0           9.0

      LT Growth Rate

   Diluted Shares Outstanding

      Dividend Payout Rate

Distribution to Shareholders                       8.7%          8.4%          9.0%

<CAPTION>

                                                             Firm Value
                                               -----------------------------------
                                                  14.0x         16.0x         18.0x
                                                ------         -----        ------
<S>                                             <C>            <C>          <C>
                                                $4,150        $4,680        $5,209
                                               -----------------------------------
                                                 3,803         4,287         4,771
                                               -----------------------------------
                                                 3,493         3,935         4,378
                                               -----------------------------------
                                                $32.63        $36.71        $40.79
                  Implied Price per Share        29.96         33.68         37.41
                                                 27.56         30.97         34.39
                                               -----------------------------------
</TABLE>

- ----------
(a)   Based on Company management projections.


                                                                              18
<PAGE>   21

Overview of Comparable Transactions

<TABLE>
<CAPTION>
                                       Selected Bank Transaction >$1.0 bn
                             ---------------------------------------------------
                                 Deal Price as a Multiple of:
                             ----------------------------------         1 Day
                              LTM          NFY                          Premium
                              EPS          EPS          TBV            to Market
                             -----        -----        -----           ---------
Median Statistics:
<S>                          <C>          <C>          <C>                <C>
  2001                       18.8x        15.9x        2.79x              29.5%
  2000                       15.0         13.3         3.11               18.6
  1999                       21.1         19.0         3.36               26.4
  1998                       27.8         20.8         4.11               20.5
  1997                       23.4         20.1         3.98               22.4
</TABLE>

- ----------
Source: SNL Securities. Includes transactions with aggregate consideration over
$1 billion, excluding MOE's.
Note: Please refer to Exhibit 7 for detailed data.


                                                                              19
<PAGE>   22

Representative Potential Acquirors of Neptune

<TABLE>
<CAPTION>
   Name / Headquarters                   Market Cap ($)     2001 P/E Multiple
- -------------------------------       -----------------     --------------------
<S>                                         <C>                  <C>
Wells Fargo                                  81,287               16.6x
  (San Francisco)
- --------------------------------------------------------------------------------
Firstar / US Bancorp                         43,212               13.0
  (Minneapolis)
- --------------------------------------------------------------------------------
Comerica                                      9,383               11.0
  (Detroit)
- --------------------------------------------------------------------------------
Zions                                         5,040               16.8
  (Salt Lake City)
================================================================================
First Union / Wachovia                       41,329                9.6(a)
  (Charlotte)
- --------------------------------------------------------------------------------
Bank One                                     44,758               14.5
  (Chicago)
- --------------------------------------------------------------------------------
Washington Mutual                            29,190               10.6
  (Seattle)
- --------------------------------------------------------------------------------
UnionBanCal                                   4,725               10.0
  (San Francisco)
- --------------------------------------------------------------------------------
HSBC                                        114,076               15.2
  (Hong Kong)
</TABLE>

(a)   Based on 2002E EPS, pro forma for Wachovia acquisition.


                                                                              20
<PAGE>   23

Overview of Assumptions

o     Neptune cash EPS of $2.16 in 2001 and $2.41 in 2002 (based on IBES median
      EPS estimates of $1.90 in 2001 and $2.15 in 2002 and management
      projections for amortization expense)

o     100% stock consideration

o     Pre-tax synergies vary according to Buyer:

      --    25% of Neptune NIE for Wells Fargo

      --    15% of Neptune NIE for other buyers

      --    50% of synergies phase-in in 2001, 100% in 2002

o     Expected Purchase Accounting:

      --    Excess of consideration over target tangible book value booked as
            goodwill, not amortized

      --    Identifiable intangible deposit amortization equal to 6.0% of
            target's deposits, amortized over 8 years (a)

o     Key assumptions for Neptune (b):

      --    Stock prices as of May 4, 2001

      --    Balance sheet items as of December 31, 2000

      --    Tax rate of 35%

- ----------
(a)   Assumption reviewed with management.
(b)   Per Company reports and FactSet.


                                                                              21
<PAGE>   24

Summary Competitive Merger Analysis


[Bar graph showing summary competitive merger analysis based on earnings per
I/B/E/S estimates.]

<TABLE>
<S>                                    <C>       <C>      <C>        <C>
                                       Wells     Zions    Comerica    USB
                                      $33.10    $30.56    $21.51     $2.21



</TABLE>


<TABLE>

<S>                                    <C>        <C>       <C>      <C>
Market Cap. (bn)                       $81.3      $5.0      $9.4     $43.2
2002 P/E (GAAP)                         14.6x     15.0x     10.0x     11.2x
2002 P/E (Cash)                         12.9      13.4       9.7      10.0
Pro Forma TCE / TA                       7.8%      7.2%      8.8%      7.8%
Neptune Ownership                        4.9      44.9      24.7      13.5
</TABLE>

- ----------
Source: Earnings per I/B/E/S median estimates.


                                                                              22
<PAGE>   25

Selected Transactions in the Banking Industry -- 1997 - Present
(dollars in millions)

<TABLE>
<CAPTION>
                                                                               Deal Price as a
                                                                            Multiple of Seller's:
                                                                          -------------------------      Premium to Market
                                                                              EPS (a)      Tangible   ----------------------
Announce                                                          Deal    --------------    Book       One      One     One
  Date                  Acquiror/Target                          Value     LTM     NFY      Value      Day     Week    Month
- --------    --------------------------------------------        ------    ------  ------    -------   ------   -----   ------
Selected Transactions (>$1.Obn):
<S>           <C>                                               <C>        <C>     <C>       <C>      <C>     <C>     <C>
  04/15/01    First Union Corp./ Wachovia Corp.                 $13,522    15.4x   13.1x     2.58x      6.6%     7.2%    6.0%
  01/26/01    Royal Bank of Canada/Centura Banks Inc.             2,330    18.8    15.9      2.79      29.5     34.1    27.0
  01/24/01    BB&T Corp./ F&M National Corp.                      1,163    21.9    19.5      3.22      47.2     54.9    53.1
                 Median                                                    18.8x   15.9x     2.79x     29.5%    34.1%   27.0%

  11/20/00    Fifth Third Bancorp/ Old Kent Financial Corp.      $4,962    18.4x   15.4x     3.31x     42.3%    39.5%   39.5%
  11/01/00    Comerica Inc./ Imperial Bancorp                     1,289    20.3    15.9      2.42      14.1     47.0    45.1
  10/04/00    Firstar Corp./ U.S. Bancorp                        21,237    13.4    13.0      4.43      21.4     32.8    30.5
  10/02/00    FleetBoston Financial Corp./ Summit Bancorp         6,991    15.0    13.3      2.92      15.7     43.4    45.0
  09/13/00    Chase Manhattan Corp./ J.P. Morgan & Co.           34,423    22.2      NM      3.44       5.8     16.3    35.7
  05/17/00    M&T Bank Corp./ Keystone Financial Inc.             1,027    12.5    12.1      2.04      33.4     38.4    22.7
  04/10/00    Wells Fargo & Co./ First Security Corp.             2,778    13.0    12.3      3.73      15.8     17.0    17.0
  02/07/00    BB&T Corp./ One Valley Bancorp Inc.                 1,202    15.0    14.1      2.31      30.1     39.4    20.3
                 Median                                                    15.0x   13.3x     3.11x     18.6%    38.9%   33.1%

  12/21/99    Wells Fargo & Co./ National Bancorp of Alaska      $1,099    21.0x   17.0x     2.50x     10.6%    15.9%   31.0%
  06/21/99    Citizens Financial Group, Inc./ UST Corp.           1,412    20.0    18.3      2.83      32.0     36.2    33.3
  06/16/99    Fifth Third Bancorp/ CNB Bancshares Inc.            2,328    26.5    21.3      3.59      44.0     38.4    47.1
  06/01/99    AmSouth Bancorp./ First American Corp.              6,328    21.3    19.8      3.89      30.1     27.2    36.8
  05/10/99    HSBC Holdings, Plc/Republic New York Corp.          7,496    19.1    18.2      3.13      17.0     20.8    30.6
  04/30/99    Firstar Corp./ Mercantile Bancorp.                  9,801    21.7    20.6      4.31      22.7     23.6    37.9
                 Median                                                    21.1x   19.0x     3.36x     26.4%    25.4%   35.1%

  11/30/98    Deutsche Bank AG/ Bankers Trust Corp.              $9,501      NM    16.6x     2.29x     20.4%    43.5%   48.1%
  07/20/98    SunTrust Banks Inc./ Crestar Financial Corp.        8,767    26.0x   22.7      4.37      20.7     40.3    56.0
  02/22/98    Union Planters Corp./ Magna Group Inc.              2,240    27.8    21.0      4.00      30.9     32.1    41.7
  02/08/98    Regions Financial Corp./ First Commercial Corp.     2,710    30.9    20.6      4.22       3.0     10.6    19.7
                 Median                                                    27.8x   20.8x     4.11x     20.5%    36.2%   44.9%

  12/07/97    First American Corp./ Deposit Guaranty Corp.       $2,693    29.8x   25.6x     5.41x     22.3%    32.8%   68.8%
  12/01/97    National City Corp./ First of America Bank Corp.    7,045    24.4    22.4      4.31      36.3     39.3    43.7
  11/18/97    First Union Corp./CoreStates Financial Corp.       17,104    22.6    20.1      6.07      17.2     18.2    13.4
  10/20/97    Bank One Corp./ First Commerce Corporation          3,069    23.4    20.2      3.58      21.5     18.0    27.3
  08/29/97    NationsBank Corp./ Barnett Banks Inc.              15,523    24.6    20.9      5.81      37.2     43.9    35.3
  07/21/97    First Union Corp./ Signet Banking Corp.             3,323    25.0    19.1      3.63      46.1     42.9    47.8
  06/24/97    Wachovia Corp./ Central Fidelity Banks Inc.         2,306    19.5    16.6      3.02      23.8     23.3    33.2
  03/20/97    First Bank System Inc./ U.S. Bancorp                9,086    18.5    15.8      3.98      22.4     17.6    19.4
  01/21/97    Allied Irish Banks Plc / Dauphin Deposit Corp.      1,357    18.7    16.5      2.46      21.1     31.3    36.5
                 Median                                                    23.4x   20.1x     3.98x     22.4%    31.3%   35.3%

<CAPTION>



                                                                Est.
Announce                                                        Cost      Market     Account.
  Date                  Acquiror/Target                        Savings   Type (b)   Treat. (c)
- --------    --------------------------------------------       -------   --------  -----------
Selected Transactions (>$1.Obn):
<S>           <C>                                                 <C>       <C>      <C>
  04/15/01    First Union Corp./ Wachovia Corp.                   35%       P        U
  01/26/01    Royal Bank of Canada/Centura Banks Inc.             14        E        U
  01/24/01    BB&T Corp./ F&M National Corp.                      35        P        P
                 Median                                           35%

  11/20/00    Fifth Third Bancorp/ Old Kent Financial Corp.       20%       P        P
  11/01/00    Comerica Inc./ Imperial Bancorp                     20        P        P
  10/04/00    Firstar Corp./ U.S. Bancorp                          8        P        P
  10/02/00    FleetBoston Financial Corp./ Summit Bancorp         30        E        P
  09/13/00    Chase Manhattan Corp./ J.P. Morgan & Co.            12        E        P
  05/17/00    M&T Bank Corp./ Keystone Financial Inc.             20        E        U
  04/10/00    Wells Fargo & Co./ First Security Corp.             NA        P        P
  02/07/00    BB&T Corp./ One Valley Bancorp Inc.                 NA        E        P
                 Median                                           20%

  12/21/99    Wells Fargo & Co./ National Bancorp of Alaska       NA        E        U
  06/21/99    Citizens Financial Group, Inc./ UST Corp.           40%       I        U
  06/16/99    Fifth Third Bancorp/ CNB Bancshares Inc.            20        P        P
  06/01/99    AmSouth Bancorp./ First American Corp.              18        P        P
  05/10/99    HSBC Holdings, Plc/Republic New York Corp.          47        P        U
  04/30/99    Firstar Corp./ Mercantile Bancorp.                  19        P        P
                 Median                                           20%

  11/30/98    Deutsche Bank AG/ Bankers Trust Corp.               NA        E        U
  07/20/98    SunTrust Banks Inc./ Crestar Financial Corp.        17%       E        P
  02/22/98    Union Planters Corp./ Magna Group Inc.              30        P        P
  02/08/98    Regions Financial Corp./ First Commercial Corp.     25        E        P
                 Median                                           25%

  12/07/97    First American Corp./ Deposit Guaranty Corp.        25%       E        P
  12/01/97    National City Corp./ First of America Bank Corp.    30        E        P
  11/18/97    First Union Corp./CoreStates Financial Corp.        45        I        P
  10/20/97    Bank One Corp./ First Commerce Corporation           9        I        P
  08/29/97    NationsBank Corp./ Barnett Banks Inc.               55        I        P
  07/21/97    First Union Corp./ Signet Banking Corp.             55        I        P
  06/24/97    Wachovia Corp./ Central Fidelity Banks Inc.         30        E        P
  03/20/97    First Bank System Inc./ U.S. Bancorp                28        E        P
  01/21/97    Allied Irish Banks Plc / Dauphin Deposit Corp.      28        P        U
                 Median                                           30%
</TABLE>

- ----------
Source: SNL Securities. Includes transactions with aggregate consideration over
$1 billion, excluding MOE.
(a) EPS before non-recurring and extraordinary items
(b) (I) In-market, (E) Expansion, (P) Partial Expansion.
(c) (P) Pooling, (U) Purchase.


                                                                              23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C.3
<SEQUENCE>3
<FILENAME>y49806a1ex99-c_3.txt
<DESCRIPTION>MATERIALS PRESENTED BY MERRILL LYNCH & CO.
<TEXT>

<PAGE>   1
                                                                Exhibit 99(c)(3)

Confidential Presentation to:

The Board of Directors of


[BNP PARIBAS LOGO]


Project Neptune


May 4, 2001


[MERRILL LYNCH LOGO]



<PAGE>   2

Executive Summary
- --------------------------------------------------------------------------------
U.S. Regional Bank Environment Overview

o        U.S. Regional Banks outperformed the broader market in 2000 despite a
         challenging operating environment as investors sought shelter from the
         plummeting NASDAQ and looked to benefit from declining interest rates.
         YTD 2001, U.S. Regional Banks have performed in-line with the S&P 500

         o        Over the last 12 months, the S&P Regional Bank Index was up
                  20.0% vs. the S&P 500 which was down 13.7% over the same
                  period

         o        Regional Bank valuations have recovered to 12x to 14x NTM
                  earnings from the beginning of last year when banks were
                  trading at 10x to 12x NTM earnings

o        4Q'00 and 1Q'01 earnings in the sector were generally in-line with
         expectations, although earnings quality concerns have prompted
         significantly downward revisions in estimates over the last year

o        Although several large credit quality issues arose in 2000 (e.g., Bank
         of America, First Union, Bank One, Wachovia), the full effect of the
         slowing economy on credit quality likely has not yet worked its way
         through portfolios

o        Large restructurings and management changes occurred in 2000 (e.g.,
         First Union, Bank One, KeyCorp, Huntington)

o        Spread reliant banks, such as Neptune, should benefit from the Federal
         Reserve's recent interest rate cuts

         o        To date, the Federal Reserve has lowered rates by 200 basis
                  points in 2001 with the current federal funds target rate at
                  4.5%, its lowest level since 1994

o        While financial services consolidation in the U.S. in 2000 and 2001 has
         been driven largely by specialty finance, brokerage and asset
         management transactions, regional bank consolidation has continued at a
         steady pace, including the following recently announced or closed
         transactions:

         o        Fleet/Summit

         o        Fifth Third/Old Kent

         o        Royal Bank of Canada/Centura

         o        First Union/Wachovia

o        Renewed interest in the U.S. by foreign banks (e.g, HSBC, ABN Amro,
         Royal Bank of Canada) is likely to continue


[MERRILL LYNCH LOGO]                                                           1


<PAGE>   3

Executive Summary
- --------------------------------------------------------------------------------
U.S. Regional Banks Outperformed the Broader Market in 2000 in Anticipation of
Declining Interest Rates

S&P Regional Banks:         +24.5%      S&P Regional Banks:            -6.9%
S&P 500:                    -10.1%      S&P 500:                       -4.0%
NASDAQ:                     -39.3%      NASDAQ:                        -10.1%

[LINE GRAPH APPEARS HERE]               [LINE GRAPH APPEARS HERE]

[The first graph compares the price performance of the S&P Regional Banks with
that of the S&P 500 and NASDAQ for the period from December 31, 1999 through
December 29, 2000. The second graph compares the price performance of the S&P
Regional Banks with that of the S&P 500 and NASDAQ for the period January 1,
2001 through May 2, 2001.]


[MERRILL LYNCH LOGO]                                                           2



<PAGE>   4

Executive Summary
- --------------------------------------------------------------------------------
Transaction Terms

o         Transaction Description:              Acquisition of outstanding
                                                Neptune shares not owned by
                                                Jupiter, representing 55% of
                                                outstanding shares

o         Assumed Purchase Price:

          o       Per share                     U.S. $35.00 per share

          o       Aggregate                     Approximately U.S. $2.45 billion
                                                (fully diluted)

o         Transaction Structure:                100% cash
                                                Purchase accounting

o         Expected Closing:                     End of 3Q2001

o         Required Approvals:                   U.S. regulatory approvals
                                                Neptune shareholders

o         Management:                           Existing management team:
                                                Walter Dods, CEO
                                                Don McGrath, President and COO


[MERRILL LYNCH LOGO]                                                           3


<PAGE>   5

Executive Summary
- --------------------------------------------------------------------------------
Strategic Rationale

o        Jupiter is committed to expanding its U.S. retail banking operations,
         and Neptune is a logical vehicle for its U.S. acquisition strategy

o        Acquiring full ownership of Neptune would allow Jupiter to:

         o        Further diversify Jupiter's earnings base

         o        Strengthen Jupiter's presence in higher growth, attractive
                  Western U.S. markets

         o        Simplify Neptune's ownership structure

o        Financially attractive

         o        Pricing is in line with recent comparable transactions

         o        Immediately accretive to cash EPS, neutral to GAAP EPS,
                  without synergies

         o        IRR above Jupiter's cost of capital

o        Low risk transaction

         o        Management team in place

         o        Manageable transaction size

         o        No synergies assumed, though potential for cross-sell

         o        Existing Jupiter representation on Neptune's Board has granted
                  Jupiter ongoing access to Neptune's operating and financial
                  data, which should increase Jupiter's comfort level related to
                  the proposed transaction


[MERRILL LYNCH LOGO]                                                           4


<PAGE>   6

Executive Summary
- --------------------------------------------------------------------------------
Pricing Multiples
<TABLE>
<CAPTION>
                                                 Average Multiples in
                                                 Recent Acquisition
                                                 Transactions(1)


<S>                                            <C>               <C>
Assumed Purchase Price per share               $35.00

Aggregate Transaction Value                    $2.45 billion

Market Premium(2)                              41%               43%

Price/LTM Cash EPS                             16.99X            17.12X

Price/Estimated Forward Cash EPS               15.15             15.66

Price/Estimated Forward GAAP EPS               17.68             16.05

Price/Book                                     2.13              2.65

Price/Tangible Book                            3.39              2.90
- --------------------
</TABLE>

Source: SNL Securities, First Call and various investor presentations.
(1)      Includes transactions announced since 6/30/00 valued between $1-$5
         billion, where target was publicly traded.

(2)      Premium to market price one week prior to announcement. Neptune premium
         based on April 25, 2001 closing price.


[MERRILL LYNCH LOGO]                                                           5


<PAGE>   7

Executive Summary
- --------------------------------------------------------------------------------
Pricing Performance Since 11/1/98 (Split-adjusted)

All-time High (1/29/01):                                $27.25
All-time Low (2/25/00):                                 14.44
52-Week High:                                           27.25
52-Week Low:                                            14.44
2-Year Average:                                         20.29
1-Year Average:                                         21.14
6-Month Average:                                        24.90
3-Month Average:                                        25.25
Current Price (5/2/01):                                 25.09

[LINE GRAPH APPEARS HERE]

[The graph shows the price and trading volume for Neptune common stock for the
period from November 1, 1998 through May 2, 2001.]




[MERRILL LYNCH LOGO]                                                           6


<PAGE>   8

Executive Summary
- --------------------------------------------------------------------------------
Peer Group Comparison

($in millions)  (financials as of 3/31/2001)
<TABLE>
<CAPTION>
                                                                                          Peer Group(1)
                                                                         ---------------------------------------------
                                                  Neptune
                                                  Peer Rank
Balance Sheet                      Neptune        (of 8 peers)            Low             Mean                 High
- ------------------------          ---------     --------------         ---------         --------            ---------
<S>                                <C>            <C>                     <C>             <C>                  <C>
Total Assets                       $19,419        3                       $3,878          $14,513              $35,809
Total Loans                        14,203         2                       2,456           9,535                25,977
Total Deposits                     14,710         2                       3,196           10,342               27,208
Total Equity                       2,045          2                       331             1,256                3,333
Total Tangible Equity              1,289          3                       311             1,153                3,287



Profitability

ROAA                               1.38%          3                       0.44%           1.21%                2.11%
ROAE                               12.73          6                       4.60            14.21                25.52
Cash ROAA                          1.62           3                       0.53            1.30                 2.19
Cash ROAE                          22.26          3                       6.39            16.93                28.08
Net Interest Margin                4.58           4                       3.37            4.44                 5.52
Efficiency Ratio                   52.90          2                       67.92           56.63                41.78



Capitalization

Equity/Assets                      10.53%         1                       6.55%           8.63%                10.21%
Tangible Equity/Assets             6.90           6                       6.01            7.90                 9.78
Tier 1 Capital Ratio(2)            9.73           7                       8.42            10.75                14.05
Total Capital Ratio(2)             11.39          6                       11.10           12.60                15.31



Asset Quality

NPAs/Assets                        0.66%          6                       0.25%           0.56%                1.23%
NPLs/Loans                         0.76           6                       0.34            0.81                 1.66
Reserves/NPLs                      172.0          7                       149.0           307.4                651.5
Reserves/NPAs                      147.0          6                       144.1           265.8                486.8



Pricing Multiples(3)

Price/Forward EPS                  12.67x         5                       9.51x           12.50x               15.61x
Price/Forward Cash EPS             10.86          5                       9.25            11.80                15.15
Price/Book Value                   1.53           7                       1.32            2.11                 3.99
Price/Tang. Book Value             2.43           3                       1.45            2.35                 4.25
</TABLE>
- --------------------
Source:  SNL Securities, First Call and Neptune press release.

(1)      Peer group includes Commerce Bancshares, Compass Bancshares, Cullen
         Frost, Pacific Century, Provident Financial, Trustmark, UnionBanCal and
         Westamerica.

(2)      As of 12/31/00. 1Q2001 not yet available.

(3)      Prices as of May 2, 2001.


[MERRILL LYNCH LOGO]                                                           7


<PAGE>   9

Executive Summary
- --------------------------------------------------------------------------------
Analyst Recommendations For Neptune



<TABLE>
<CAPTION>
                                                                                                        12 Month
                                                             Last                                       Price            Long-Term
Firm                              Recommendation             Update          2001 EPS      2002 EPS     Target(1)        Growth Rate
- -----------------------           --------------------       ---------       --------      --------     ----------       -----------
<S>                               <C>                        <C>             <C>           <C>          <C>              <C>
Merrill Lynch                     Long-Term Assumulate       24-Apr-01       $1.90         $2.05        NA                8.0%

Dain Rauscher Wessels             Buy                        25-Apr-01       1.95          2.15         $30.00            10.0%

Lehman Brothers                   Strong Buy                 20-Apr-01       1.90          2.10         $32.00            11.0%

Goldman Sachs                     Market Outperform          19-Apr-01       1.90          2.10         NA                NA

Keefe, Bruyette & Woods           Outperform                 19-Apr-01       1.95          2.20         $31.00            NA

Credit Suisse First Boston        Hold                       18-Apr-01       1.90          2.10         NA                9.0%

Fox-Pitt Kelton                   Buy                        21-Apr-01       1.93          2.15         $30.0             NA



                                                             ------------------------------------
                                                             Mean            $1.92         $2.12
                                                             Median          $1.90         $2.10
                                                             ------------------------------------
</TABLE>

Source:  First Call, Bloomberg, and individual broker reports.
(1)  Assumes no change of control.


[MERRILL LYNCH LOGO]                                                           8


<PAGE>   10


Executive Summary
- --------------------------------------------------------------------------------
Shareholder Value Created

- -        EPS impact (without assuming any synergies per management)

         -        GAAP EPS: Neutral impact

         -        Cash EPS: Immediately accretive

         -        Jupiter's EPS growth expectation remains unchanged

- - All assumptions are conservative

         -        No cost saves

         -        No revenue enhancements

- -        Total investment IRR above Jupiter's estimated cost of capital of
         approximately 9-10%

- -        Maintains Jupiter's strong performance and capital ratios




[MERRILL LYNCH LOGO]                                                           9



<PAGE>   11

Executive Summary
- --------------------------------------------------------------------------------
Financial Impact

Pro Forma Financial Impact                              2001            2002

GAAP ESP(1)                                             0.0%            +0.3%

Cash EPS(1)                                             +2.2%           +2.3%



Capital Ratios (including full CVR impact)

Tier 1 Capital Ratio (at 12/31/00)                      7.1%

Pro Forma Tier 1 Capital Ratio                          7.0%
(at 9/30/01, after deal closes)



Internal Rate of Return on Total Investment(2)

                                                        Terminal Value Multiple
                                                        of Forward Cash Earnings

                                                        12.0x           13.0x
                                                        -----           -----

Internal Rate of Return                                 12.34%          13.83%
- --------------------

(1)      Neptune estimates obtained from First Call and Jupiter estimates
         obtained from I/B/E/S.

(2)      Cash outflow calculated at 45% of current market value plus total offer
         value for the 55% of Neptune not owned by Jupiter.




[MERRILL LYNCH LOGO]                                                          10



<PAGE>   12

Executive Summary
- --------------------------------------------------------------------------------
Competitive Landscape

- -        It is highly likely that there are other interested acquirors of
         Neptune

- -        Some of the interested acquirors have the theoretical capacity to make
         a competitive offer

- -        However, since Jupiter already holds 45% of Neptune, we believe that a
         bid from a third-party is unlikely, though it cannot be precluded

- -        Jupiter should be the most desirable merger partner to Neptune from a
         social perspective




[MERRILL LYNCH LOGO]                                                          11



<PAGE>   13

- --------------------------------------------------------------------------------
Appendix: Detailed Valuation Analysis
- --------------------------------------------------------------------------------


<PAGE>   14


<TABLE>
<CAPTION>

Detailed Valuation Analysis

Acquisition Comparables(1)

                                                                                                       Price/    Price/     Price/
                                     Deal       Implied Price Premium              Price/              LTM       Estimated  LTM
Announce                             Value      -------------------------- Price/  Tangible   Deposit  GAAP      GAAP       Cash
Date        Buyer/Seller             ($M)       1-Day   1-Week   1-Month   Book    Book       Premium  Earnings  Earnings   Earnings
- --------    ------------             -----      -----   ------   -------   ------  --------   -------  -------- ---------   --------
<S>         <C>                      <C>      <C>     <C>      <C>       <C>     <C>        <C>       <C>       <C>        <C>
01/26/2001  Royal Bank of Canada     2,280.9    1.29x   1.34x    1.27x     2.38x   2.79x      19.00%   17.17x    15.85x     17.16x
            Centura Banks

01/24/2001  BB&T                     1,167.9    1.47    1.50     1.53      2.95    3.25       28.75    21.18     19.55      20.48
            F&M National

11/20/2000  Fifth Third              4,919.3    1.42    1.39     1.39      2.88    3.12       20.68    15.70     14.20      14.69
            Old Kent

11/01/2000  Comerica                 1,289.4    1.14    1.47     1.46      2.40    2.42       11.08    16.32     14.60      16.15
            Imperial Bancorp




            Summary Statistics       High       1.47x   1.50x    1.53x     2.95x   3.25x      28.75%   21.18x    19.55x     20.48x
                                     Mean       1.33    1.43     1.41      2.65    2.90       19.88    17.59     16.05      17.12
                                     Median     1.36    1.43     1.43      2.64    2.96       19.84    16.74     15.22      16.66
                                     Low        1.14    1.34     1.27      2.38    2.42       11.08    15.70     14.20      14.69

            Neptune(2)                        $25.09  $24.78   $24.60    $16.40  $10.33     $115.65    $1.79     $1.98      $2.06

            Summary Statistics       High     $36.94  $37.15x  $37.67    $48.38  $33.60     $ 43.58   $37.91    $38.71     $42.18
                                     Mean      33.44   35.34    34.78     43.54   29.93       33.32    31.49     31.78      35.27
                                     Median    34.09   35.49    35.12     43.33   30.54       33.28    29.97     30.14      34.31
                                      Low      28.63   33.24    31.23     39.11   25.03       23.14    28.10     28.12      30.27
</TABLE>
                Price/
                Estimated
Announce        Cash
Date            Earnings
- ----------      ---------
01/26/2001      15.85x



01/24/2001      18.95



11/20/2000      13.37



11/01/2000      14.46


High                 18.95x
Mean                 15.66
Median               15.16
Low                  13.37

Neptune(2)           $2.31

High                 $43.77
Mean                 36.17
Median               35.01
Low                  30.89


<PAGE>   15

Source:  SNL Securities, First Call and various investor presentations.

(1)      Includes transactions announced since 6/30/00 valued between $1-$5
         billion, where target was publicly traded.

(2)      Assumes transaction announced on May 2, 2001.




[MERRILL LYNCH LOGO]                                                          12


<PAGE>   16

Detailed Valuation Analysis
- --------------------------------------------------------------------------------
Jupiter IRR Analysis Assumptions and Results


Assumptions

- -        No synergies

- -        First Call estimated earnings of $1.92 per share for 2001 and $2.12 per
         share in 2002

- -        First Call estimated EPS growth of 9% after 2002

- -        Earnings in excess of those necessary to maintain Neptune's current
         tangible common equity ratio of 6.00% are dividendable

Total Investment IRR

- -        Measures Jupiter's internal rate of return based on total investment
         going forward, including acquisition of 55% of Neptune not presently
         owned

- -        Cash outflow calculated at 45% of current market value plus the total
         offer value for the 55% not presently owned

- -        Cash inflows represent dividends distributed over a 5-year period plus
         the terminal value at the end of year 5

- -        Terminal value at the end of year 5 equal to a multiple (assumed to be
         12 to 13x) of estimated forward cash earnings

At $35.00 Per Share

- -        Internal rates of return are higher than Jupiter's estimated cost of
         capital of approximately 9-10%


                                                Terminal Value Multiple
                                               of Forward Cash Earnings
                                           -----------------------------------
                                           12.0x                        13.0x
                                           -----                        -----
Internal Rate of Return                    12.34%                       13.83%


[MERRILL LYNCH LOGO]                                                          13


<PAGE>   17


Detailed Valuation Analysis
- --------------------------------------------------------------------------------
Pro Forma Merger Analysis - Key Assumptions

- -        Projected earnings

         -        Jupiter: I/B/E/S estimates of $8.42 per share in 2001 and
                  $9.17 per share in 2002. Aggregate earnings of $3,647.5 mm in
                  2001 and $3,975.2 mm in 2002

         -        Neptune: First Call estimates of $1.92 per share in 2001 and
                  $2.12 per share in 2002. Aggregate earnings of $239.3 mm in
                  2001 and $264.3 mm in 2002

- -        Fully-diluted shares assumptions

         -        Jupiter: 433.4 mm

         -        Neptune: 124.7 mm

- -        Asset growth of 5% for both Jupiter and Neptune

- -        Transaction closes 9/30/01

- -        Exchange rate of EUR1.00 = $0.90

- -        Jupiter's tax rate (French marginal tax rate) = 35.4%

- -        No synergies

- -        No restructuring charge

- -        Cost of cash = 4.67% (1-year Euro LIBOR rate as of 4/30/01)

- -        Pro forma EPS analysis excludes impact of potential exercise of CVRs



[MERRILL LYNCH LOGO]                                                          14



<PAGE>   18


Detailed Valuation Analysis
- --------------------------------------------------------------------------------
Pro Forma Merger Analysis - Impact on Jupiter Assumes No Synergies

                                                             All Cash Offer
                                                             At $35.00
                                                             per share


Pricing Multiples

Market Premium(1)                                                 41%

2001E EPS
2001E Cash EPS                                                    15.6x
2002E EPS                                                         16.5x
2001E Cash EPS                                                    14.3x
Book Value                                                        2.13x
Tangible Book                                                     3.39x



Financing ($in mm)

Cash                                                              $2,445
Preferred Shares                                                       0
Common Stock                                                           0
                                                            ------------
Total                                                             $2,445
                                                            ============



Pro Forma EPS Impact

2001E                                                             0.0%
2002E                                                             0.3%

Cash 2001E                                                        2.2%
Cash 2002E                                                        2.3%



Capital Ratios (including full CVR impact)

Tier 1 Capital Ratio (at 12/31/00)                                7.1%
Pro Forma Tier 1 Capital Ratio (at 9/30/01)                       7.0%
- --------------------
(1)      Premium to market price one week prior to announcement. Premium on
         April 25, 2001 closing price.




[MERRILL LYNCH LOGO]                                                          15


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C.4
<SEQUENCE>4
<FILENAME>y49806a1ex99-c_4.txt
<DESCRIPTION>MATERIALS PRESENTED BY GOLDMAN, SACHS & CO.
<TEXT>

<PAGE>   1
                                                                Exhibit 99(c)(4)

[GOLDMAN SACHS LOGO]                                        HIGHLY CONFIDENTIAL





         PROJECT SUNBEAR




         PRESENTATION TO THE SPECIAL COMMITTEE






         GOLDMAN, SACHS & CO.
         APRIL 18, 2001
<PAGE>   2
TABLE OF EXHIBITS



<TABLE>
<CAPTION>
                                                                  EXHIBIT
                                                                  -------
<S>                                                               <C>
Executive Summary                                                    1

Banking Industry Overview                                            2

Overview of Neptune                                                  3

Analysis of 1998 Neptune Merger                                      4

Summary Pro Forma Analysis with Blue                                 5

Competitive Merger Analysis                                          6
<CAPTION>
                                                                 APPENDIX
<S>                                                               <C>
Overview of Blue Strategy                                            A

Detailed Financial Data for Neptune                                  B

Selected Transactions in the Banking Industry                        C
</TABLE>
<PAGE>   3
                                    EXHIBIT 1
                                EXECUTIVE SUMMARY
<PAGE>   4
OVERVIEW OF DISCUSSIONS WITH BLUE

- -     Blue has approached Neptune to discuss a possible acquisition of Neptune's
      public float prior to the expiration of the standstill

- -     Blue has suggested that such conversations be based on the following terms

      -     100% cash transaction

      -     $32.00 per Neptune share

- -     Blue has indicated that a stock transaction would not be possible

- -     Blue has indicated that retaining the current management team is critical
<PAGE>   5
EXECUTIVE SUMMARY

<TABLE>
<CAPTION>
PROPOSITION                                                   ADVANTAGES                                 DISADVANTAGES
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                          <C>
                                               -   Blue may have strongest                  -   Few (if any) financial
SALE TO BLUE (RATHER THAN ANOTHER PARTY)           strategic desire                             synergies compared to other
                                                                                                potential acquirors

                                               -   Eliminates the need for a                -   Eliminates ability to use stock
                                                   three-way negotiation involving              as an acquisition currency
                                                   Neptune, Blue, and another buyer
                                                                                            -   Few immediate strategic
                                               -   Neptune may become Blue's                    benefits for Neptune
                                                   platform for U.S. retail banking
                                                   expansion

                                               -   Blue is likely to require no
                                                   restructuring
- -----------------------------------------------------------------------------------------------------------------------------------
                                               -   Price                                    -   Few competitive buyers today

SALE TODAY                                     -   Negotiating leverage gained by           -   Neptune stands to realize
                                                   the fact that standstill with Blue           substantial benefits from recent
                                                   is still in place                            improvement in Hawaii's economic
                                                                                                outlook as well as continued
                                               -   Blue is strategically focused                strength of California's economy
                                                   today on Neptune and that could
                                                   change:                                  -   Elimination of pooling may
                                                                                                result in increase in valuation of
                                                   -   Neptune has outperformed                 Neptune (15% of income is
                                                       expectations                             amortization of goodwill)

                                                   -   Blue wants to expand U.S.            -   Fundamental operating outlook
                                                       consumer banking operations              for banks (generally) is not good

                                               -   Benefits of Neptune MOE in 1998          -   Bank merger valuations are near
                                                   are largely realized                         a low point:

                                               -   Elimination of pooling (expected             -   First Union / Wachovia
                                                   in June) makes acquisition more
                                                   difficult for U.S. acquirors                 -   Comerica / Imperial

                                               -   Fundamental operating outlook
                                                   for commercial banks (generally) is
                                                   not good
</TABLE>


                                                                               2
<PAGE>   6
                                    EXHIBIT 2
                          OUTLOOK FOR BANKING INDUSTRY
<PAGE>   7
GOLDMAN SACHS RESEARCH BANKING OUTLOOK

- -     A soft revenue picture will drive moderated earnings growth:

      -     As low as 4-5% in the first quarter

      -     Expect 7-8% for 2001

- -     Bank revenues have been negatively impacted by slowing loan growth and
      equity-related activities, including declines in fee income in trust,
      asset management and brokerage businesses

- -     Offsets to slowing loan growth include:

      -     Improving margins

      -     Strong mortgage banking results

      -     Accelerating deposit growth

- -     Further credit quality deterioration, driven by the slowing economy, is
      widely expected and may vary regionally:

      -     Middle market commercial

      -     Consumer lending

      -     Syndicated credits, however, have been improving


                                                                               3
<PAGE>   8
MULTIPLE DIFFERENTIAL BETWEEN HIGHEST AND LOWEST P/E BANKS
1989-PRESENT

[Line graph showing multiple differential between highest and lowest P/E banks
beginning on 12/1989 and ending on 4/11/2001 with the following events noted:]

  1990-91   recession: migration to higher P/E stocks and then movement to lower
            P/E stocks as the Fed eases in October 1990

     1994   interest rate tightening cycle: migration to higher P/E stocks and
            then movement to lower P/E stocks as the Fed eases in early 1995

     1998   Asian crisis: migration to higher P/E stocks and then movement to
            lower P/E stocks as the Fed subsequently eases.

1999-2000   interest rate tightening cycle begins with migration again to higher
            P/E stocks.

     2001   Fed begins to ease rates in January 2001 and then movement to lower
            P/E stocks


                                                                               4
<PAGE>   9
MERGER MARKET ENVIRONMENT


- -     Merger activity has slowed considerably in the past twelve months due to
      multiple factors:

      -     Sell-off in the public equity markets in 2000

      -     Adverse shareholder reaction to certain large bank mergers, as well
            as continued "digestion" issues

      -     Substantial shortfalls in meeting earnings expectations

      -     Concerns over deteriorating credit quality

      -     Very limited hostile activity among shareholders

- -     Stocks of certain acquirors have underperformed their non-acquiring peers:

      -     Inability to achieve promised expense reduction programs

      -     Potential for reduction in long-term earnings growth rate

- -     There are a number of arguments for a modest increase in merger activity
      over the next twelve months:

      -     Continued overcapacity in the banking system and substantial cost
            savings that may result from consolidation

      -     Selected active acquirors emerging from major integrations and/or
            restructurings

      -     Interest in penetrating key geographies

      -     Declining organic opportunities causing banks/thrifts to look to
            acquisitions for continued growth

      -     Lack of success of many non-bank acquisitions

      -     Sellers becoming more accustomed to lower valuations

- -     However, a number of factors will likely limit any increase in merger
      activity:

      -     Impact of new accounting rules on transaction activity is unclear

      -     Continuing asset quality concerns

      -     Depressed capital markets

      -     Slower revenue growth and rising expenses


                                                                               6
<PAGE>   10
PRICING TRENDS IN THE BANK MERGER MARKET


[Line graph showing pricing trends in the bank merger market for Price/TBV,
Price/LTM EPS and Transaction P/E/Buyer P/E beginning 1996 and ending 2000.

The graph notes the following data points:

<TABLE>
<CAPTION>
                         Price/TBV                Price/LTM EPS                 Transaction P/E/Buyer P/E
<S>                       <C>                       <C>                               <C>
1996                       2.6x                      19.6x                             1.4x
1997                       3.2x                      20.6x                             1.3x
1998                       3.8x                      27.1x                             1.4x
1999                       3.3x                      21.3x                             1.0x
2000                       2.3x                      14.8x                             1.2x]
</TABLE>


                                                                               6
<PAGE>   11
S&P MAJOR REGIONAL BANKS - P/E HISTORY
MONTHLY PRICE TO IBES MEDIAN CURRENT YEAR ESTIMATE & RELATIVE TO S&P 500 P/E


                                PRICE TO LTM EPS

[Line graph showing price to median FY1 rolling EPS for S&P major regional
banks monthly beginning on 4/1996 and ending 4/2001.]


                          P/E RELATIVE TO S&P 500 P/E

[Line graph showing relative P/E for major regional bank. P/E as a multiple of
S&P 500 P/E monthly beginning 4/96 and ending 4/2001.]


                                                                               7
<PAGE>   12
BUSINESS COMBINATION CHANGES
IMPACT ON THE BANKING INDUSTRY

ADVANTAGES

- -     Proposed accounting changes should generally be accretive to EPS and ROEs
      as compared to the old purchase accounting rules

- -     Few banks are likely to be subject to large impairment charges upon
      implementation of the new standard

- -     New accounting rules may make it even more difficult for foreign buyers to
      compete with U.S. buyers

      -     Reduced earnings dilution from goodwill makes acquisitions more
            attractive for domestic acquirors

      -     Foreign banks may seek U.S. listings in order to compete with U.S.
            buyers in the future

DISADVANTAGES

- -     Advantages are likely to be offset in part by the need to recognize
      identifiable intangibles which will be subject to amortization and reduce
      GAAP tangible capital

      -     The FASB specifically listed core deposit intangibles as needing to
            be recognized under the new rules

      -     These core deposit intangibles not only give rise to amortization
            charges but in a tax-free transaction require the recognition of a
            deferred tax liability which results in the creation of additional
            goodwill, thus reducing GAAP tangible capital

VALUATION

- -     We expect modest revaluation for the sector as a whole as a result of the
      proposed changes

      -     Some revaluation possible for banks with high current amortization
            charges

      -     P/E ratios often reflect underlying growth rates

      -     There may be increasing valuations for a limited number of banks as
            a result of merger speculation resulting from the ability to
            structure leveraged deals or deals involving asset dispositions


                                                                               8
<PAGE>   13
BANKS POSITIONED TO BENEFIT THE MOST FROM
SWITCH TO VALUATION BASED ON CASH EPS


- -  With the implementation of new purchase accounting rules in early 2001,
   meaningfully positive GAAP EPS revisions may be experienced by a number of
   banks

- -  Though the accounting change applies only to goodwill added in purchase
   transactions rather than deposit or other types of intangibles, most of the
   difference in banks' cash and GAAP EPS is derived from goodwill added in
   purchase acquisitions

- -  Goldman Sachs research believes that the new purchase accounting rules
   are a highly attractive form of accounting for acquisitions relative to
   poolings

- -  Goodwill is not amortized, but rather subject to an impairment test

   -  Active capital management strategies can continue to be deployed
      subsequent to announcing a deal

   -  There will be no restrictions on selling portions of the company acquired
      since the 10% limitation under pooling rules will no longer apply

   -  More flexibility may be taken in upfront charges - covering credit quality
      or other items


            BANKS WITH LARGEST DIFFERENCES BETWEEN CASH AND GAAP EPS
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                  2001E Cash / GAAP EPS
                  Company                         Differential (% Change)
         --------------------------               -----------------------
         <S>                                      <C>
         WELLS FARGO & CO.                               15.0%

         Neptune                                         15.0%

         ZIONS BANCORP                                   12.0%

         First Union Corp.                               11.0%

         City National Corp.                             11.0%

         FIRSTAR CORP. / US BANCORP                      10.0%

         Bank of America                                 10.0%

         Mellon Bank                                      9.0%

         Huntington Bancshares                            9.0%

         PNC Financial                                    9.0%
</TABLE>


- ----------

Note: Companies in bold are potential acquirors of Neptune.

                                                                               9


<PAGE>   14

                                   EXHIBIT 3
                        OVERVIEW OF NEPTUNE PERFORMANCE
<PAGE>   15
SUMMARY FINANCIAL DATA FOR NEPTUNE
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                  AT OR FOR THE YEAR ENDED DECEMBER 31,               2001              CAGRS
                                                  -------------------------------------               ----              -----
                                        1996        1997         1998        1999          2000      BUDGET        1999-00  2000-01
                                        ----        ----         ----        ----          ----      ------        -------  -------
<S>                                   <C>         <C>         <C>          <C>          <C>         <C>            <C>      <C>
BALANCE SHEET:
   Assets                             $ 8,642     $ 8,880     $ 15,929     $ 16,681     $ 18,457    $ 20,116         10.6%     9.0%
   Deposits                             6,507       6,790       12,043       12,878       14,128      15,572          9.7     10.2
   Equity                                 753         801        1,746        1,843        1,989       2,122          7.9      6.7
PROFITABILITY:
   Reported Net Income                $    85     $    93     $     84     $    172     $    216    $    235         25.5%     8.7%
   Normalized Net Income (a)               85          93          106          184          217                     18.3
   Cash Earnings (a)                       91         100          117          217          250         272         15.4      8.7
   Return on Tangible Common Equity      14.9%       15.1%        16.3%        19.7%        20.3%       21.1%
   Net Interest Margin                   4.63        4.77         4.81         4.76         4.75        4.65
   Fee Income Ratio                      22.7%       24.0%        25.0%        23.8%        23.9%       23.5%
   Efficiency Ratio (b)                  64.5        65.5         62.5         54.5         51.5        51.9
CAPITAL ADEQUACY:
   TCE / TA                              7.31%       7.76%        6.81%        7.28%        7.49%       7.07%
   Tier 1 Capital Ratio                  8.49        9.63         8.32         8.80         9.73
   Total Capital Ratio                  11.93       11.87        10.18        10.56        11.39
ASSET QUALITY:
   NPA / Total Loans + OREO              2.20%       1.94%        1.42%        1.15%        0.99%
   NPL / Total Loans (c)                 1.79        1.47         1.14         0.93         0.79
   Reserve / NPL (c)                     81.4%       90.7%       116.3%       138.7%       155.7%
   Net Charge-Offs / Avg. Loans          0.42        0.33         0.31         0.42         0.37
PER SHARE DATA:
   Book Value                         $ 10.85     $ 11.30     $  14.15     $  14.79     $  15.97    $  16.40(d)       8.0%     2.7%
   Diluted Reported EPS                  1.20        1.29         1.05         1.38         1.73        1.87         25.2      8.1
   Diluted Normalized EPS (a)            1.20        1.29         1.32         1.48         1.74        1.87         17.3      7.7
   Diluted Normalized Cash EPS (a)       1.28        1.38         1.46         1.74         2.00        2.16         14.9      8.0
   Dividends                             0.57        0.58         0.58         0.62         0.68        0.76          9.7     11.8
</TABLE>

(a)  Adjusted to exclude extraordinary and non-recurring items.

(b)  Excludes amortization of intangibles.

(c)  Nonperforming loans include loans 90 days past due.

(d)  Represents book value per share at 3/31/2001.

                                                                              10
<PAGE>   16
SUMMARY FINANCIAL DATA FOR NEPTUNE


<TABLE>
<CAPTION>
                                           QUARTER ENDED,         % CHANGE
                                           --------------
                                       3/31/00        3/31/01     QTR./QTR.
                                       -------        -------     ---------
<S>                                   <C>            <C>          <C>
BALANCE SHEET:
Assets                                $ 17,528       $ 19,419       10.8%
Deposits                                13,326         14,710       10.4
Equity                                   1,870          2,045        9.4
PROFITABILITY:
Reported Net Income                   $     49       $     62       24.9%
Normalized Net Income (a)                   49             64       29.7
Cash Earnings (a)                           58             73       26.1
Return on Tangible Common Equity          19.9%          22.3%
Net Interest Margin                       4.82           4.58
Fee Income Ratio                          23.1%          39.0%
Efficiency Ratio (b)                      53.4           52.9
CAPITAL ADEQUACY:
TCE / TA                                   7.1%           6.9%
ASSET QUALITY:
NPA / Total Loans + OREO                  1.10%          1.04%
NPL / Total Loans (c)                     0.91           0.89
Reserve / NPL (c)                        141.7          146.9%
Net Charge-Offs / Avg. Loans              0.37           0.61
PER SHARE DATA:
Book Value                            $  15.00       $  16.40        9.3%
Diluted Reported EPS                      0.40           0.49       22.5
Diluted Normalized EPS (a)                0.40           0.51       27.5
Diluted Normalized Cash EPS (a)           0.46           0.58       26.1
Dividends                                 0.17           0.19       11.8
</TABLE>

(a)  Adjusted to exclude extraordinary and non-recurring items.

(b)  Excludes amortization of intangibles.

(c)  Nonperforming loans include loans 90 days past due.

(d)  Represents book value per share at 3/31/2001.

                                                                              11
<PAGE>   17
COMPARISON OF SELECTED WEST COAST BANKS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                  PRICE AS A MULTIPLE OF:              2002 PE/
                                  PRICE AS OF    % OF       MARKET          GAAP               CASH         TANGIBLE     LT
NAME                               (04/17/01)  52-W HIGH     CAP.     2001E     2002E     2001E    2002E       BV      GROWTH
<S>                               <C>          <C>        <C>         <C>       <C>       <C>      <C>      <C>        <C>
NEPTUNE                            $   24.33         89%  $  3,034     12.8X     11.4X     11.1X    10.1X      2.4X      1.2X

Wells Fargo & Company              $   45.70         82%  $ 78,537     15.8x     14.1x     13.6x    12.3x      4.5x      1.1x

U.S. Bancorp                           22.37         81     42,622     12.7      11.2      11.2     10.0       4.2       0.8

Comerica Incorporated                  54.70         84      9,739     10.8       9.9      10.4      9.5       2.4       0.9

Zions Bancorp                          52.04         83      4,609     16.0      14.3      14.2     12.8       4.0       1.0

UnionBanCal Corporation                27.82         79      4,425      9.3       7.8       9.3      7.8       2.1       0.8

City National Corporation              36.85         90      1,758     12.5      11.2      11.1     10.1       3.2       0.9

Pacific Century Financial Corp.        20.90         91      1,664     12.1      11.1      10.8     10.0       1.5       1.4

Westamerica Bancorporation             36.71         84      1,310     15.6      14.4      15.2     14.1       4.2       1.3

Silicon Valley Bancshares              23.59         37      1,163      9.3       8.1       9.3      8.1       1.9       0.5

Pacific Capital Bancorp                28.05         92        744     12.2      10.9      11.7     10.5       2.7        NA

                                  ----------   --------   --------    -----     -----     -----    -----    ------     -----
MEDIAN                                                                 12.3X     11.1X     11.2X    10.0X      2.9X      0.9X
                                  ----------   --------   --------    -----     -----     -----    -----    ------     -----
</TABLE>

<TABLE>
<CAPTION>
                                                                      NPA/
                                            CASH     EFFICIENCY      (LOANS+
NAME                              TCE/TA    ROE     RATIO (a)(b)      REO)
<S>                               <C>       <C>     <C>           <C>
NEPTUNE                             6.9%    20.9%       54.3%          1.0%

Wells Fargo & Company               6.4%    31.9%       52.0%          0.9%

U.S. Bancorp                        6.5     37.6        55.8           1.2

Comerica Incorporated               8.1     23.7        49.3           1.3

Zions Bancorp                       5.3     27.4        60.2           0.7

UnionBanCal Corporation             9.1     13.3        64.1           1.6

City National Corporation           6.2     29.3        56.2           1.0

Pacific Century Financial Corp.     8.0     11.8        58.2           2.1

Westamerica Bancorporation          7.8     25.2        45.0           0.4

Silicon Valley Bancshares          10.2     33.3        45.7           1.1

Pacific Capital Bancorp             7.6     19.9        55.9           0.7

                                  -----     ----    --------      --------
MEDIAN                              7.7%    26.3%       55.8%          1.1%
                                  -----     ----    --------      --------
</TABLE>

(a)  Non-Interest Expense / (Net Interest Income + Non-Interest Income).
     Adjusted to exclude non-recurring items.

(b)  Excludes amortization of intangibles.

                                                                              12
<PAGE>   18
SUMMARY ANALYST COMMENTS ON NEPTUNE

<TABLE>
<CAPTION>
       COMPANY / ANALYST                      DATE                                        COMMENTS
       -----------------                      ----                                        --------
<S>                                         <C>            <C>    <C>
Goldman Sachs / Lori Appelbaum              1/19/2001      -      Neptune delivered another quarter of 18% EPS growth
                                                                  in the fourth quarter driven by solid revenue
                                                                  momentum, good expense discipline, and modest
                                                                  deterioration in credit trends

                                                           -      Loans grew by 11% over last year driven mostly by
                                                                  the Mainland while Hawaii is beginning to experience
                                                                  some growth in commercial and credit card loans

Fox-Pitt, Kelton / Brian Harvey             1/29/2001      -      Neptune has had an acceleration in its revenue
                                                                  growth from 4% in 1Q '99 to 9% in 4Q '00 due to the
                                                                  strength in the California economy and a rebound in
                                                                  the Hawaiian economy

                                                           -      Neptune has lowered its cash efficiency ratio from
                                                                  56% in 1Q '99 to 51% in 4Q `00

                                                           -      At $26.00 / share, Neptune trades at 11.8x our 2001
                                                                  cash estimate of $2.20 / share or about a 1-2
                                                                  multiple discount to the small-cap group

                                                           -      We believe that Neptune should trade at least in
                                                                  line with the small-cap bank group, given its
                                                                  double-digit earnings growth rate, robust revenue
                                                                  growth, and strong credit quality

Dain Rauscher Wessels / Joe Morford         1/22/2001      -      The majority of Neptune's growth continued to come
                                                                  from the company's mainland operations, but with the
                                                                  strengthening economic recovery in Hawaii, we would
                                                                  expect to see lending activity pick up there as well
                                                                  during the next few quarters

                                                           -      Overall, Neptune turned in another solid performance
                                                                  in 4Q '00, and we are optimistic about its prospects
                                                                  for the year ahead

                                                           -      Currently the shares are trading at 13.5x this
                                                                  year's earnings, representing a 5% premium to the
                                                                  S&P major regional bank median. Over time, we would
                                                                  expect this premium to gradually widen, recognizing
                                                                  the company's impressive track record for
                                                                  consistently delivering high-quality earnings growth
</TABLE>

                                                                              13
<PAGE>   19
OVERVIEW OF MARKET PERFORMANCE
ANNOTATED PRICE HISTORY


[Line graph showing closing market price (USD) of BancWest Common stock
beginning on 4/12/1996 and ending on 12/22/2000 with the following events
noted:]

 (5/27/98)     Merger between Neptune and Trident announced.

 (9/22/98)     Management announces that merger with Trident will be less
               dilutive to earnings than expected due to revision of
               amortization expense.

 (2/25/1999)   Acquisition of Sierra West Bancorp announced.

 (1/19/2000)   Plan to acquire 68 branches of First Security announced.

 (3/31/2000)   Zions shareholders vote against First Security deal, Neptune's
               plan to acquire branches falls through.

 (9/18/2000)   Neptune elected as buyer of 30 First Security branches.

                                                                              14
<PAGE>   20
NEPTUNE RELATIVE PERFORMANCE
INDEXED PRICE COMPARISON


                                Since the Merger

[Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and
Pacific Century beginning on 5/29/1998 and ending on 4/13/2001.]

                                    One Year

[Line graph showing indexed price for Neptune, S&P Regional Banks, S&P 500 and
Pacific Century beginning on 4/17/2000 and ending on 4/12/2001.]


                                                                              15
<PAGE>   21
NEPTUNE RELATIVE P/E PERFORMANCE
FIVE YEARS

                             Relative Trailing P/E

[Line graph showing price to last twelve months EPS for Neptune P/E and S&P
Major Regional Banks P/E beginning on 4/17/1996 and ending on 4/17/2001.]

                                P/E Differential

[Line graph showing LTM P/E differential for Neptune P/E -- S&P Major Regional
Banks P/E beginning on 4/17/1996 and ending on 4/17/01.]

                                                                              16
<PAGE>   22
TOTAL RETURN ANALYSIS

<TABLE>
<CAPTION>
                                        PACIFIC         PEER         S&P MAJ.
                          NEPTUNE       CENTURY       GROUP (a)     REG. BANKS     S&P 500
                          -------       -------       ---------     ----------     -------
<S>                       <C>           <C>           <C>           <C>            <C>
TOTAL RETURN:
5 Years                    95.3%         24.1%         173.7%           NA           91.2%
3 Years                    39.3          (3.5)           8.7          (1.3)%          9.5
1 Year                     41.9           9.2           16.6          24.6          (16.4)
6 Months                   40.2          42.5           14.9          14.1          (11.2)

ANNUALIZED RETURN:
5 Years                    14.3%          4.4%          22.3%           NA           13.8%
3 Years                    11.7          (1.2)           2.8          (0.4)%          3.1
</TABLE>

(a)  Consists of City National, Comerica, Pacific Capital, Pacific Century,
     Silicon Valley Bancshares, U.S. Bancorp, Wells Fargo, UnionBanCal,
     Westamerica and Zions.

                                                                              17
<PAGE>   23
TOP FIFTEEN DEPOSITORS IN CALIFORNIA
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                             MARKET
RANK            COMPANY               TOTAL DEPOSITS         SHARE
- ----            -------               --------------         -----
<S>     <C>                           <C>                    <C>
 1      Bank of America                    $103,123           22.7%
 2      Wells Fargo                          58,005           12.8
 3      Washington Mutual                    56,150           12.4
 4      Union Bank                           23,638            5.2
 5      Golden State                         21,232            4.7
 6      Golden West                          16,581            3.7
 7      Comerica / Imperial                  10,403            2.3
 8      Downey Financial                      7,265            1.6
 9      Neptune                               6,975            1.5
 10     City National                         6,339            1.4
 11     Sanwa                                 6,242            1.4
 12     Citigroup                             6,061            1.3
 13     U.S. Bancorp                          5,452            1.2
 14     Zions                                 5,288            1.2
 15     Silicon Valley Bancshares             4,851            1.1
</TABLE>

                                                                              18
<PAGE>   24
DISCOUNTED CASH FLOW ANALYSIS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                             PROJECTED                       CAGR
                                                                             ---------
                                        ASSUMP.     2000     2001     2002     2003       2004     2005     2000-05
                                        -------     ----     ----     ----     ----       ----     ----     -------
<S>                                     <C>        <C>      <C>      <C>      <C>        <C>      <C>       <C>
Net Interest Income                                $  747
Provision for Credit Losses                            60
                                                   ------
  Net Interest Income After Provision                 687
                                                   ------
Non-Interest Income                                   216
                                                   ------
Non-Interest Expense                                  533
                                                   ------
  Pre-tax Income                                      370
                                                   ------
  Provision for Income Taxes                          152
                                                   ------
  NET INCOME                                       $  217
  CASH NET INCOME                                  $  250   $  275   $  304   $  333     $  365   $  399     9.8%
                                                   ======   ======   ======   ======     ======   ======
EPS: (a)
  GAAP                                             $ 1.74   $ 1.90   $ 2.13
  Cash                                               2.00     2.19     2.42   $ 2.65     $ 2.90   $ 3.18     9.7%
    LT Growth Rate                       9.5%                                    9.5%       9.5%     9.5%
Shares Outstanding                                  125.0    125.7    125.7    125.7      125.7    125.7
  DISTRIBUTION TO SHAREHOLDERS            34%      $ 84.7   $ 93.3   $103.1   $112.9     $123.6   $135.4     9.8%
                                                   ======   ======   ======   ======     ======   ======
</TABLE>

<TABLE>
<CAPTION>
                             PV OF                 PV OF TERMINAL VALUE
DISCOUNT                  CASH FLOWS      ASSUMING CASH NET INCOME MULTIPLES OF:                       FIRM VALUE
  RATE                    (12/31/00)    12.0X      14.0X       16.0X        18.0X       12.0X       14.0X       16.0X       18.0X
  ----                    ----------    -----      -----       -----        -----       -----       -----       -----       -----
<S>                       <C>           <C>        <C>         <C>          <C>        <C>         <C>         <C>         <C>
     10.0%                       423    3,272      3,817       4,363        4,908       3,695       4,241       4,786       5,331
     12.5                        396    2,991      3,489       3,988        4,486       3,387       3,885       4,384       4,882
     15.0                        371    2,739      3,196       3,652        4,109       3,110       3,567       4,023       4,480

                                                                                       $29.41      $33.75      $38.09      $42.43
Implied Price per Share                                                                 26.95       30.92       34.88       38.85
                                                                                        24.75       28.38       32.02       35.65
</TABLE>

(a)  Based on Company information and I/B/E/S median estimates.

                                                                              19
<PAGE>   25
                                    EXHIBIT 4

                        ANALYSIS OF 1998 NEPTUNE MERGER
<PAGE>   26
SUMMARY OBSERVATIONS ON 1998 MOE

- -    The merger between Trident and Neptune has been a tremendous success:

     -    EPS is ahead of original forecast

     -    Cost reductions have been achieved as originally forecast

     -    Earnings growth of 13% vs. 5% for Neptune stand-alone

     -    Management ability to integrate the two companies is particularly
          remarkable in light of integration struggles that have plagued many
          other banks

- -    Neptune stands poised to take full advantage of a strong California
     presence as well as a recovering Hawaiian economy:

     -    Approximately 60%-70% of business now outside of Hawaii

     -    Acquisitions have added to results (Sierra West, First Security
          branches)

- -    Partly as a result of the merger, Neptune trades much better relative to
     other banks:

     -    3.0-6.0 point P/E disadvantage has been eliminated

     -    Although Neptune trades at a premium today, on a cash P/E basis it is
          a still modest premium

- -    Some concerns remain:

     -    With cost reductions substantially complete, earnings growth rates
          could slow (18.3% growth in 2000 vs. 7.5% expected in 2001)

     -    Significant consumer credit exposure due to auto lending business
          (consumer loans and lease finance are 40% of loans)


                                                                              20
<PAGE>   27
ANALYSIS OF NEPTUNE/TRIDENT MERGER

<TABLE>
<CAPTION>
                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                -----------------------------------------------------------------      1997-00
                                                 1997A        1998           1999            2000          2001          CAGR
                                                -------      -------       --------        --------      --------      --------
<S>                                             <C>          <C>           <C>             <C>           <C>           <C>
STAND-ALONE (AT TIME OF MERGER): (a)
- ------------------------------------
Neptune Net Income                               $84.3        $88.7         $ 93.4          $ 98.1         $103.0         5.2%
EPS                                               1.32         1.42           1.49            1.57           1.65         5.8
Trident Net Income                               $62.9        $71.4         $ 81.2          $ 90.5         $101.0        12.9%
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                       1999-01
COMBINED (AT TIME OF MERGER) (a):                                                                                        CAGR
- ---------------------------------                                                                                      --------
<S>                                                                         <C>             <C>            <C>         <C>
Neptune Net Income                                                          $ 93.4          $ 98.1         $103.0         5.0%
Trident Net Income                                                            81.2            90.5          101.0        11.5
                                                                           --------        --------      --------
Subtotal                                                                     174.6           188.6          204.0         8.1
                                                                           --------        --------      --------
Cost Savings (After-tax)                                                      17.7            30.5           31.4
Interest Income (Incremental)                                                 (3.4)           (2.6)          (1.8)
Goodwill Amortization                                                        (28.0)          (28.0)         (28.0)
                                                                           --------        --------      --------
PRO FORMA NET INCOME                                                        $160.9          $188.5         $205.6        13.0%
                                                                           ========        ========      ========
Pro Forma EPS                                                               $ 1.40          $ 1.64         $ 1.79

ACTUAL RESULTS: (b)
- -------------------
Neptune Net Income                                                          $ 98.5          $112.0         $116.5
Trident Net Income                                                            91.4           110.0          131.7
Parent/Other                                                                  (6.4)           (4.8)         (12.9)
                                                                           --------        --------      --------
NET INCOME                                                                  $183.5          $217.2         $235.3        13.2%
                                                                           ========        ========      ========
EPS                                                                         $ 1.47          $ 1.74         $ 1.87        12.7
Change in EPS vs. Original Projection                                          4.8%            5.6%           4.2%
</TABLE>

(a) Per Management projections at the time of merger.

(b) Adjusted to exclude one-time and non-recurring charges.


                                                                              21
<PAGE>   28
ANALYSIS OF NEPTUNE/TRIDENT MERGER
RELATIVE MULTIPLE EXPANSION

<TABLE>
<CAPTION>
                                     P/E                     CASH P/E
                              ------------------         ----------------
                              1998          1999         1998        1999
                              ----          ----         ----        ----
1998:
- -----
<S>                           <C>           <C>          <C>         <C>
Neptune                       13.9x         13.2x        12.3x       11.7x
West Coast Avg.               20.6          17.7         18.1        15.8
                              ----          ----         ----        ----
DIFFERENCE                     6.7x          4.5x         5.8x        4.1x
                              ====          ====         ====        ====
</TABLE>


<TABLE>
<CAPTION>
                                     P/E                     CASH P/E
                              ------------------         ----------------
                              2000          2001         2000        2001
                              ----          ----         ----        ----
CURRENT:
- -------
<S>                           <C>           <C>          <C>         <C>
Neptune                       12.8x         11.4x        11.6x       10.5x
West Coast Avg.               12.6          11.3         11.7        10.5
                              ----          ----         ----        ----
DIFFERENCE                    (0.2)x        (0.1)x        0.1x        0.1x
                              ====          ====         ====        ====
</TABLE>


                                                                              22
<PAGE>   29
ANALYSIS OF NEPTUNE/TRIDENT MERGER
IMPLIED MERGER VALUE CREATED FOR SHAREHOLDERS

<TABLE>
<CAPTION>
                                            REPRESENTATIVE MULTIPLES:
                            2001E    ---------------------------------------
                             EPS      12.0x     14.0x       16.0x     18.0x
                            -----    ------    ------      ------    ------
<S>                         <C>      <C>       <C>         <C>       <C>
Neptune Stand-Alone EPS     $1.65    $19.80    $23.10      $26.40    $29.70

<CAPTION>
                                      14.0x     16.0x       18.0x     20.0x
                                     ------    ------      ------    ------
Neptune Current             $1.87     26.18     29.92       33.66     37.40

MARGIN                               $ 6.38    $ 6.82      $ 7.26    $ 7.70
                                     ======    ======      ======    ======
</TABLE>


                                                                              23
<PAGE>   30
                                  Exhibit 4

                     Summary Pro Forma Analysis with Blue
<PAGE>   31
ANALYSIS AT VARIOUS PRICES
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                   CURRENT                          PRICE PER NEPTUNE SHARE
                                    COMPANY         PRICE        ----------------------------------------------------------------
                                     DATA          $24.33         $32.00       $33.00        $34.00        $35.00        $36.00
                                    -------        -------       --------     --------      --------      --------      --------
<S>                                 <C>            <C>           <C>          <C>           <C>           <C>           <C>
Aggregate Consideration (a)                                      $4,056       $4,183        $4,310        $4,436        $4,563
IMPLIED PREMIUM:
- ----------------
Current                                                            31.5 %       35.6 %        39.7 %        43.9 %        48.0 %
52-Week High                                       $27.25          17.4         21.1          24.8          28.4          32.1

Price / EPS:
- ------------
LTM                                 $  1.85          13.2 x        17.3 x       17.9 x        18.4 x        19.0 x        19.5 x
2001E (b)                              1.90          12.8          16.8         17.4          17.9          18.4          18.9
2002E (b)                              2.13          11.4          15.0         15.5          16.0          16.4          16.9

Price / Cash EPS:
- -----------------
LTM                                 $  2.09          11.6 x        15.3 x       15.8 x        16.3 x        16.7 x        17.2 x
2001E (b)(c)                           2.19          11.1          14.6         15.1          15.5          16.0          16.4
2002E (b)(c)                           2.42          10.1          13.2         13.6          14.1          14.5          14.9

Price / Book:
- -------------
Stated                              $ 16.40           1.5 x         2.0 x        2.0 x         2.1 x         2.1 x         2.2 x
Tangible                              10.33           2.4           3.1          3.2           3.3           3.4           3.5

Core Deposit Premium (d)            $10,490          16.7 %        26.0 %       27.2 %        28.4 %        29.6 %        30.8 %
</TABLE>

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

(a)  Aggregate consideration adjusted to reflect dilutive impact of 4.4 million
     options outstanding with weighted average strike price of $16.66.

(b)  I/B/E/S median estimate.

(c)  Amortization per management estimates.

(d)  Assumes core deposits represent 71.3% of total deposits.


                                                                              24
<PAGE>   32
METHODOLOGY
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

- -    Neptune cash EPS of $2.19 in 2001 and $2.42 in 2002 (based on IBES median
     EPS estimates of $1.90 in 2001 and $2.13 in 2002 and management projections
     for amortization expense)

- -    100% cash consideration

- -    Pre-tax cost of capital of 6.65% for Blue

- -    No synergies or cost savings for Blue

- -    Purchase accounting in accordance with French GAAP:

     -    10% of goodwill is treated as identifiable, and is not amortized

     -    The remainder is unidentifiable and is amortized over 20 years, the
          maximum period Blue allows for amortization

- -    Key assumptions for Neptune

     -    Stock price as of April 17, 2001

     -    Tax rate of 35%


                                                                              25
<PAGE>   33
SUMMARY PRO FORMA ANALYSIS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                  @ $32.00 PER SHARE          @ $34.00 PER SHARE          @ $36.00 PER SHARE
                                                  2001E         2002E         2001E         2002E         2001E         2002E
                                                 ------        ------        ------        ------        ------        ------
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
NET INCOME:
Blue (Including 45% of Neptune Net Income)       $3,741        $4,059        $3,741        $4,059        $3,741        $4,059
(Less 45% of Neptune Net Income)                    124           137           124           137           124           137
(Less Goodwill Amortization) (a)                     32            32            37            37            41            41
(Less Financing Costs)                               96            96           103           103           109           109
                                                 ------        ------        ------        ------        ------        ------
Blue Adjusted Net Income                         $3,488        $3,793        $3,478        $3,783        $3,468        $3,773
Neptune Net Income                                  275           304           275           304           275           304
                                                 ------        ------        ------        ------        ------        ------
Pro Forma Unadjusted Net Income                   3,763         4,097         3,753         4,087         3,743         4,077
                                                 ------        ------        ------        ------        ------        ------
After-tax Revenue Enhancements                        0             0             0             0             0             0
Synergies Assumed                                     0             0             0             0             0             0
                                                 ------        ------        ------        ------        ------        ------
PRO FORMA ADJUSTED NET INCOME                    $3,763        $4,097        $3,753        $4,087        $3,743        $4,077
                                                 ======        ======        ======        ======        ======        ======

SHARE INFORMATION:
Blue Stand Alone Shares                           448.0         448.0         448.0         448.0         448.0         448.0
Shares Issued in Transaction                        0.0           0.0           0.0           0.0           0.0           0.0
                                                 ------        ------        ------        ------        ------        ------
PRO FORMA SHARES                                  448.0         448.0         448.0         448.0         448.0         448.0

PER SHARE DATA:
Blue Stand-Alone EPS                             $ 8.35        $ 9.06        $ 8.35        $ 9.06        $ 8.35        $ 9.06
Pro Forma EPS                                      8.40          9.15          8.38          9.12          8.35          9.10

Accretion / (Dilution)                              0.6%          0.9%          0.3%          0.7%          0.1%          0.4%
</TABLE>

- --------------------------------
(a)  10.0% of goodwill is indentifiable and, per French GAAP, not amortized.


                                                                              26
<PAGE>   34

                                    EXHIBIT 5

                           COMPETITIVE MERGER ANALYSIS
<PAGE>   35
POTENTIAL ACQUIRORS OF NEPTUNE

(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
   NAME / HEADQUARTERS            MARKET CAP ($)    2001 P/E MULTIPLE (a)                   OBSERVATIONS
<S>                               <C>               <C>                      <C>
WELLS FARGO                          78,537               15.8x                 --   Large player in California
  (San Francisco)                                                               --   Does not have significant interest in Hawaii
                                                                                --   Although acquisitive, have recently been
                                                                                     cautious


FIRSTAR / US BANCORP                 42,622               12.7                  --   Are in the process of integrating a merger of
  (Minneapolis)                                                                      equals that closed in February
                                                                                --   Have been very acquisitive in the past
                                                                                     (California Bancshares, Western Bank)


COMERICA                              9,739               10.8                  --   Bought Imperial Bancorp in November (large
  (Detroit)                                                                          decline in stock price following announcement)
                                                                                --   One of the largest commercial banks in
                                                                                     California
                                                                                --   Continue to look for acquisition opportunities


ZIONS                                 4,609               16.0                  --   Failed acquisition of First Security last year
  (Salt Lake City)                                                              --   Have recently begun looking for acquisition
                                                                                     opportunities.  However, Neptune would be a
                                                                                     large deal


FIRST UNION / WACHOVIA               42,619                9.8(a)               --   Recent acquisition of Wachovia by First Union
  (Charlotte)                                                                   --   Have no California retail presence and have
                                                                                     expressed interest in the past


BANK ONE                             42,206               13.7                  --   Recently acquired Wachovia credit card
  (Chicago)                                                                          portfolio
                                                                                --   Have no California retail presence and have
                                                                                     expressed interest in the past


WASHINGTON MUTUAL                    30,445               11.8                  --   Large and acquisitive
  (Seattle)                                                                     --   Strong California presence
                                                                                --   Focused on mortgage / consumer markets

UNIONBANCAL                           4,425                9.3                  --   Valuation has plummeted due to credit quality
  (San Francisco)                                                                    issues
                                                                                --   Have never been acquisitive
</TABLE>
(a) Based on 2002 E EPS, pro forma for Wachovia acquisition

                                                                              27
<PAGE>   36
OVERVIEW OF ASSUMPTIONS

   --    Neptune cash EPS of $2.19 in 2001 and $2.42 in 2002 (based on IBES
         median EPS estimates of $1.90 in 2001 and $2.13 in 2002 and management
         projections for amortization expense)

   --    100% stock consideration

   --    Pre-tax synergies vary according to Buyer:

         -        15% of Neptune NIE for out-of-market buyers

         -        25% of Neptune NIE for in-market buyers

         -        50% of synergies phase-in in 2001, 100% in 2002

   --    Two accounting scenarios:

         -        "Old" Pooling Accounting

         -        "New" Purchase Accounting

                  -        Excess of consideration over target tangible book
                           value booked as goodwill, not amortized

                  -        Identifiable intangible deposit amortization equal to
                           6.0% of target's deposits, amortized over 8 years

   --    Key assumptions for Neptune

         -        Stock prices as of April 17, 2001

         -        Balance sheet items as of March 31, 2001

         -        IBES EPS estimates

         -        Tax rate of 40%


                                                                              28
<PAGE>   37
SUMMARY COMPETITIVE MERGER ANALYSIS - POOLING
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

   [Bar graph showing summary competitive merger analysis based on a pooling
                              accounting method.]

- --------------------------------------
<TABLE>
<CAPTION>
Wells    Zions       USB     Comerica
- -----    -----       ---     --------
<S>      <C>       <C>       <C>
$37.50   $35.96    $28.12     $26.80
</TABLE>

<TABLE>
<S>                          <C>         <C>          <C>        <C>
Market Cap. (bn)             $78.5       $4.6         $42.6      $9.7
2001 P/E                      15.8x      16.0x         12.7x     10.8x
Pro Forma TCE / TA             6.1%       6.1%          6.5%      8.2%
Neptune Ownership              5.7        49.5          7.6      25.7
</TABLE>



                                                                              29
<PAGE>   38
SUMMARY COMPETITIVE MERGER ANALYSIS - PURCHASE
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


   [Bar graph showing summary competitive merger analysis based on a purchase
                              accounting method.]
- -------------------------------------------------

<TABLE>
<CAPTION>
Blue     Wells     Zions      USB       Comerica
- -----    -----     -----      ---       --------
<S>      <C>       <C>        <C>       <C>
$39.45   $32.92    $31.08     $24.30    $23.17
</TABLE>


<TABLE>
<S>                         <C>           <C>          <C>         <C>          <C>
Market Cap. (bn)            $38.8         $78.5        $4.6        $42.6        $9.7
2001 P/E                     10.4x         15.8x       16.0x        12.7x       10.8x
Pro Forma TCE / TA            NA            6.1%        6.1%         6.5%        8.2%
Neptune Ownership             0.0           5.1        45.9          6.7        23.0
</TABLE>



                                                                              30
<PAGE>   39
                                   APPENDIX A
                            OVERVIEW OF BLUE STRATEGY
<PAGE>   40
OVERVIEW OF BLUE'S STRATEGY


- -    In October, 1999, Blue publicly announced that it intended to invest as
     much as E3.5 billion into its retail business in an effort to expand both
     its retail banking and specialty finance capabilities

- -    Since the announcement, Blue has made a couple of acquisitions in the
     specialty finance business:

     -    Acquired BD Lease, a French leasing company, for E20 million

     -    Bought PHH Europe, an auto finance business, for E1.0 billion

     -    At a November analyst meeting, management announced interest in
          pursuing Banque Hervet, a French retail bank as well as an investment
          in Asia, likely to be in Singapore

- -    In addition, management acknowledged to analysts that it continues to
     consider pursuing Neptune's expansion within the United States

     -    May seek to continue to build out Neptune's franchise in the Western
          half of the United States

     -    Unlikely to expand much outside of Neptune

- -    Lastly, Blue, like many of Europe's largest banks, has little desire to
     list shares on an American exchange in order to facilitate acquisitions in
     the United States

     -    Unlike European peers, Blue has luxury of an existing acquisition
          platform in the United States



                                                                              31
<PAGE>   41
SELECTED ANALYST COMMENTS ON VALUE OF NEPTUNE TO BLUE


<TABLE>
<CAPTION>
            COMPANY / ANALYST                    DATE                            COMMENTS
- --------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>

Dresdner Kleinwort Benson / Alain Tchibozo    12/11/2000     -   The only areas that represent strong growth
                                                                 potential for Blue outside France are Africa
                                                                 and California / Hawaii (Neptune)

                                                             -   With 250 branches and 5,000 employees,
                                                                 Neptune is benefiting from an uptick in loan
                                                                 production in California and Hawaii, sparked
                                                                 by economic recovery in Asian countries. We
                                                                 expect Neptune, which was created through a
                                                                 series of small mergers, to press ahead with
                                                                 its acquisition strategy and carve out a
                                                                 place for itself as a major local player


Deutsche Bank / Jean Baptiste Bellon          11/16/2000     -   Foreign profits grew for the third quarter,
                                                                 reflecting the good contribution of Neptune.
                                                                 This regional bank has a rather specific
                                                                 position in the US, being a community bank
                                                                 with Hawaiian exposure (a different economic
                                                                 cycle than on the mainland) and there have
                                                                 been no worries as yet about NPL's (down 5%
                                                                 at 88bp in Q3)


Meeschaert - Rousselle / Philippe Leonnard    11/11/2000     -   A key to Blue's strategy is a targeted
                                                                 acquisition drive funded by E1.2 billion in
                                                                 allocated capital to retail banking outside
                                                                 France, for which Neptune is the primary
                                                                 growth motor

                                                             -   In retail banking outside France, the group
                                                                 will mainly funnel its external growth drive
                                                                 through Neptune to expand its presence in
                                                                 the western part of the United States.
                                                                 Neptune is a good example of how to carry
                                                                 out a successful acquisition drive.
                                                                 Highlights of this success include a
                                                                 doubling of branch agencies since 1998, a
                                                                 trebling of total assets, and, above all, a
                                                                 doubling of net profit accompanied by robust
                                                                 ROE growth


Commerzbank / Daniel Garrod                    9/8/2000      -   Blue is the most internationally focused
                                                                 retail bank of its domestic peers. We are
                                                                 particularly encouraged by the healthy
                                                                 contribution from the US subsidiary, Neptune

                                                             -   International retail banking still only
                                                                 accounts for a low percentage of operating
                                                                 income (10% at 12/31/99), however, its
                                                                 return on equity is high at 21%. We are very
                                                                 positive about the increased international
                                                                 focus of the group, particularly America,
                                                                 and would like to see further expansion

                                                             -   We continue to remain positive about
                                                                 the continued healthy contribution of
                                                                 Neptune, which will produce a return on
                                                                 equity in excess of that for the domestic
                                                                 retail division
</TABLE>



                                                                              32
<PAGE>   42
                                   APPENDIX B
                       DETAILED FINANCIAL DATA FOR NEPTUNE
<PAGE>   43
SUMMARY INCOME STATEMENT - YEARLY
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                 FOR THE YEAR ENDED DECEMBER 31,                                    CAGRS
                                          ----------------------------------------------       2001        -------------------
                                           1996      1997      1998      1999      2000       BUDGET       1999-01     1999-00
                                          ------    ------    ------    ------    ------      ------       -------     -------
<S>                                       <C>       <C>       <C>       <C>       <C>         <C>          <C>         <C>
Interest Income                           $  621    $  651    $  750    $1,136    $1,310      $1,472          13.9%       15.3%
Interest Expense                             271       281       316       447       563         661          21.7        26.0
                                          ------    ------    ------    ------    ------      ------
  Net Interest Income                        350       370       434       689       747         811           8.5         8.4
Provision for Credit Losses                   25        20        31        55        60          56           0.7         9.3

Non-Interest Income:
  Service Charges on Deposit Accounts                   32        40        68        75                                  10.4
  Trust and Investment Service Income                   25        27        33        36                                  10.8
  Other Service Charges and Fees                        34        40        65        73                                  11.9
  Securities Gains (Losses)                              0         0         0         0                                    NM
  Other                                                 19        27        32        32                                  (0.3)
                                          ------    ------    ------    ------    ------      ------
    Total Non-Interest Income                 96       111       134       198       216         232           8.4         9.3
                                          ------    ------    ------    ------    ------      ------

Non-Interest Expense:
  Salaries and Wages                                   126       131       182       185                                   1.6
  Employee Benefits                                     39        39        52        55                                   6.3
  Occupancy Expenses                                    42        47        60        63                                   4.4
  Outside Services                                      13        22        45        46                                   2.7
  Intangible Amortization                                9        14        36        37                                   2.3
  Equipment Expense                                     28        29        30        29                                  (3.9)
  Non-Operating Charges                                 --        26        18         1                                 (92.8)
  Other                                                 66        85       113       118                                   4.8
                                          ------    ------    ------    ------    ------      ------
    Total Non-Interest Expense               297       322       392       535       534         585           4.5        (0.2)
                                          ------    ------    ------    ------    ------      ------
Income Before Income Taxes                   124       138       145       296       369         403          16.6        24.5
Provision for Income Taxes                    39        45        61       124       152         167          16.3        23.0
                                          ------    ------    ------    ------    ------      ------
  NET INCOME                              $   85    $   93    $   84    $  172    $  216      $  235          16.8%       25.5%
                                          ======    ======    ======    ======    ======      ======
NORMALIZED NET INCOME(a)                  $   85    $   93    $  106    $  184    $  217      $  235
                                          ======    ======    ======    ======    ======      ======
  % Change                                   6.0%      9.4%     13.9%     72.8%     18.3%        8.4%

AVERAGE SHARES OUTSTANDING:
  Basic                                     68.7      70.9      79.5     124.0     124.6
  Diluted                                   71.0      72.4      80.4     124.7     125.0       125.6

EARNINGS PER SHARE:
  Basic (Reported)                        $ 1.24    $ 1.31    $ 1.06    $ 1.39    $ 1.74
  Diluted (Reported)                        1.20      1.29      1.05      1.38      1.73      $ 1.87
  Diluted (Normalized)(a)                   1.20      1.29      1.32      1.47      1.74        1.87
</TABLE>

(a) Excludes extraordinary and non-recurring charges.


                                                                              33
<PAGE>   44
SUMMARY INCOME STATEMENT - QUARTERLY
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                       For the Quarter Ended,
                                        ----------------------------------------------------------------------------------
                                        3/31/98   6/30/98   9/30/98   12/31/98      3/31/99   6/30/99   9/30/99   12/31/99
                                        -------   -------   -------   --------      -------   -------   -------   --------
<S>                                     <C>       <C>       <C>       <C>           <C>       <C>       <C>       <C>
Interest Income                           $ 151     $ 153     $ 172      $ 274        $ 277     $ 278     $ 288      $ 293
Interest Expense                             66        66        73        111          108       109       113        116
  Net Interest Income                        86        86        99        163          168       169       176        176
                                        -------   -------   -------   --------      -------   -------   -------   --------
Provision for Credit Losses                   4         8         7         12           10        13        12         20

Non-Interest Income:
  Service Charges on Deposit Accounts         7         7         9         16           16        17        17         18
  Trust and Investment Service Income         7         6         7          7            9         8         8          8
  Other Service Charges and Fees              8         8        10         13           16        18        14         17
  Securities Gains (Losses)                  (0)       --         0         (0)          (0)       (0)       (0)         0
  Other                                       3        10         4         11            6         6         7         12
                                        -------   -------   -------   --------      -------   -------   -------   --------
    Total Non-Interest Income                25        31        30         47           47        50        46         55
                                        -------   -------   -------   --------      -------   -------   -------   --------

Non-Interest Expense:
  Salaries and Wages                         28        28        32         44           45        46        45         46
  Employee Benefits                           8         7         9         15           13        14        14         11
  Occupancy Expenses                         10        10        11         17           15        15        15         15
  Outside Services                           NA        NA        NA         22           11        10        11         12
  Intangible Amortization                     1         3         2          7            9         9         9          9
  Equipment Expense                           6         7         7          9            8         8         8          7
  Non-Operating Charges                      --        --        --         26            1         1        16          0
  Other                                      20        22        22         21           28        29        27         29
                                        -------   -------   -------   --------      -------   -------   -------   --------
    Total Non-Interest Expense               73        76        82        160          130       131       145        129
                                        -------   -------   -------   --------      -------   -------   -------   --------
Income Before Income Taxes                   33        34        40         38           75        74        65         82
Provision for Income Taxes                             12        15         34           32        30        28         34
                                        -------   -------   -------   --------      -------   -------   -------   --------
  NET INCOME                              $  33     $  22     $  25      $   4        $  43     $  45     $  37      $  48
                                        =======   =======   =======   ========      =======   =======   =======   ========
NORMALIZED NET INCOME(a)                  $  33     $  22     $  25      $  26        $  43     $  45     $  47      $  48
                                        =======   =======   =======   ========      =======   =======   =======   ========

AVERAGE SHARES OUTSTANDING:
  Basic                                    62.4      62.3      70.8      122.6        123.5     123.7     124.4      124.6
  Diluted                                  62.7      62.7      71.4      124.7        124.4     124.3     125.2      124.9

EARNINGS PER SHARE:
  Basic (Reported)                        $0.53     $0.35     $0.36      $0.03        $0.34     $0.36     $0.30      $0.39
  Diluted (Reported)                       0.53      0.35      0.36       0.03         0.34      0.36      0.29       0.39
  Diluted (Normalized)(a)                  0.53      0.35      0.36       0.21         0.35      0.36      0.38       0.39
</TABLE>

<TABLE>
<CAPTION>
                                                        For the Quarter Ended,
                                        ---------------------------------------------------
                                        3/31/00   6/30/00   9/30/00   12/31/00      3/31/01
                                        -------   -------   -------   --------      -------
<S>                                     <C>       <C>       <C>       <C>           <C>
Interest Income                           $ 301     $ 324     $ 338      $ 346        $ 339
Interest Expense                            122       138       148        155          149
  Net Interest Income                       179       187       190        191          189
                                        -------   -------   -------   --------      -------
Provision for Credit Losses                  13        16        15         16           35

Non-Interest Income:
  Service Charges on Deposit Accounts        17        18        19         20           20
  Trust and Investment Service Income         9         9         9          9            9
  Other Service Charges and Fees             18        18        18         19           18
  Securities Gains (Losses)                   0        (0)       (0)         0           41
  Other                                       6        13         7          6            9
                                        -------   -------   -------   --------      -------
    Total Non-Interest Income                50        58        54         54           98
                                        -------   -------   -------   --------      -------

Non-Interest Expense:
  Salaries and Wages                         45        45        47         48           49
  Employee Benefits                          14        14        14         14           18
  Occupancy Expenses                         15        16        16         16           16
  Outside Services                           12        12        11         11           12
  Intangible Amortization                     9         9         9          9           10
  Equipment Expense                           7         7         7          8            8
  Non-Operating Charges                      --        --        --          1            4
  Other                                      29        32        28         29           33
                                        -------   -------   -------   --------      -------
    Total Non-Interest Expense              132       135       131        135          150
                                        -------   -------   -------   --------      -------
Income Before Income Taxes                   85        93        97         93          103
Provision for Income Taxes                   35        39        40         37           41
                                        -------   -------   -------   --------      -------
  NET INCOME                              $  49     $  54     $  57      $  56        $  62
                                        =======   =======   =======   ========      =======
NORMALIZED NET INCOME(a)                  $  49     $  54     $  57      $  57        $  64
                                        =======   =======   =======   ========      =======

AVERAGE SHARES OUTSTANDING:
  Basic                                   124.6     124.7     124.7      124.5        124.7
  Diluted                                 124.7     125.0     125.1      125.4        125.6

EARNINGS PER SHARE:
  Basic (Reported)                        $0.40     $0.43     $0.46      $0.45        $0.50
  Diluted (Reported)                       0.40      0.43      0.45       0.45         0.49
  Diluted (Normalized)(a)                  0.40      0.43      0.45       0.45         0.51
</TABLE>


                                                                              34
<PAGE>   45
YEAR-END LOAN PORTFOLIO
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                   At December 31,
                                              --------------------------------------------------------
                                                     1996                1997                1998
                                              ----------------    ----------------    ----------------
                                                 $         %         $         %         $         %
                                              -------    -----    -------    -----    -------    -----
<S>                                           <C>        <C>      <C>        <C>      <C>        <C>
OUTSTANDING LOANS AND LEASES:
  DOMESTIC:
    Commercial, Financial and Agricultural    $ 1,482     23.7%   $ 1,710     25.2%   $ 2,233     18.7%
    Real Estate:
      Commercial                                1,421     22.8      1,509     22.2      2,284     19.1
      Construction                                262      4.2        228      3.4        430      3.6
      Residential                               1,963     31.4      1,980     29.2      2,692     22.5
                                              -------    -----    -------    -----    -------    -----
        Total Real Estate                       3,646     58.4      3,717     54.7      5,406     45.2
                                              -------    -----    -------    -----    -------    -----
    Consumer                                      590      9.5        689     10.1      2,583     21.6
    Lease Financing                               245      3.9        338      5.0      1,361     11.4

  FOREIGN:
    Commercial and Industrial                      55      0.9         68      1.0         81      0.7
    Other                                         225      3.6        270      4.0        301      2.5
                                              -------    -----    -------    -----    -------    -----
      Total Foreign                               280      4.5        338      5.0        382      3.2
                                              -------    -----    -------    -----    -------    -----
  TOTAL LOANS AND LEASES                      $ 6,243    100.0%   $ 6,792    100.0%   $11,965    100.0%
                                              =======    =====    =======    =====    =======    =====

NON-PERFORMING ASSETS:
  Nonperforming Loans:
    Nonaccrual Loans                          $    49     35.5%   $    27     20.4%   $    62     36.1%
    Restructured Loans                             30     21.8         37     28.4         37     21.5
                                              -------    -----    -------    -----    -------    -----
      Total NPL                                    79     57.4         64     48.8         98     57.6
                                              -------    -----    -------    -----    -------    -----
    OREO                                           26     19.0         32     24.4         34     20.2
    Accruing Loans 90 Days Past Due                33     23.6         35     26.8         38     22.2
                                              -------    -----    -------    -----    -------    -----
      TOTAL NONPERFORMING ASSETS              $   138    100.0%   $   132    100.0%   $   171    100.0%
                                              =======    =====    =======    =====    =======    =====

SELECTED RATIOS:
  NPA / Total Assets                             1.60%               1.49%               1.07%
  NPA / Total Loans + REO                        2.20                1.94                1.42
  NPL(inc. 90 Days Past Due) / Total Loans       1.79                1.47                1.14
  Reserve / Total Loans                          1.46%               1.33%               1.32%
  Reserve / NPL(inc. 90 Days Past Due)           81.4                90.7               116.3
  Net Charge Offs / Avg. Loans                   0.42                0.33                0.31
</TABLE>

<TABLE>
<CAPTION>
                                                          At December 31,              Quarter Ended
                                              ------------------------------------    ----------------
                                                     1999                2000             3/31/2001
                                              ----------------    ----------------    ----------------
                                                 $         %         $         %         $         %
                                              -------    -----    -------    -----    -------    -----
<S>                                           <C>        <C>      <C>        <C>
OUTSTANDING LOANS AND LEASES:
  DOMESTIC:
    Commercial, Financial and Agricultural    $ 2,213     17.7%   $ 2,605     18.6%
    Real Estate:
      Commercial                                2,467     19.7      2,618     18.7
      Construction                                408      3.3        406      2.9
      Residential                               2,363     18.9      2,360     16.9
                                              -------    -----    -------    -----
        Total Real Estate                       5,238     41.8      5,384     38.5
                                              -------    -----    -------    -----
    Consumer                                    2,987     23.9      3,600     25.8
    Lease Financing                             1,738     13.9      2,038     14.6

  FOREIGN:
    Commercial and Industrial                      65      0.5         66      0.5
    Other                                         283      2.3        279      2.0
                                              -------    -----    -------    -----
      Total Foreign                               348      2.8        345      2.5
                                              -------    -----    -------    -----    -------
  TOTAL LOANS AND LEASES                      $12,524    100.0%   $13,972    100.0%   $14,203
                                              =======    =====    =======    =====    =======

NON-PERFORMING ASSETS:
  Nonperforming Loans:
    Nonaccrual Loans                          $    77     53.4%   $    85     61.2%   $   101     68.5%
    Restructured Loans                             21     14.5          9      6.5          7      4.9
                                              -------    -----    -------    -----    -------    -----
      Total NPL                                    98     67.9         94     67.7        108     73.4
                                              -------    -----    -------    -----    -------    -----
    OREO                                           28     19.6         27     19.9         21     14.0
    Accruing Loans 90 Days Past Due                18     12.4         17     12.4         19     12.6
                                              -------    -----    -------    -----    -------    -----
      TOTAL NONPERFORMING ASSETS              $   145    100.0%   $   138    100.0%   $   147    100.0%
                                              =======    =====    =======    =====    =======    =====

SELECTED RATIOS:
  NPA / Total Assets                             0.87%               0.75%               0.76%
  NPA / Total Loans + REO                        1.15                0.99                1.04
  NPL(inc. 90 Days Past Due) / Total Loans       0.93                0.79                0.89
  Reserve / Total Loans                          1.29%               1.23%               1.31%
  Reserve / NPL(inc. 90 Days Past Due)          138.7               155.7               146.9
  Net Charge Offs / Avg. Loans                   0.42                0.37                0.15
</TABLE>


                                                                              35
<PAGE>   46
                                   APPENDIX C
                  SELECTED TRANSACTIONS IN THE BANKING INDUSTRY
<PAGE>   47
OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 2000(a)
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     PREMIUM TO
                                                      ANNC'D     DEAL    PRICE/   PRICE/   PRICE/       CORE      PREMIUM TO
BUYER                       SELLER                     DATE      VALUE     BV      TBV     LTM EPS    DEPOSITS     MARKET(b)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>        <C>      <C>      <C>      <C>       <C>          <C>
ABN Amro                    Michigan National(c)     11/24/00   $2,750    1.9x     3.1x     18.4x       29.1%          NA

Fifth Third                 Old Kent                 11/20/00    4,900    3.1      3.3      18.4        23.7         35.5%

Comerica                    Imperial Bancorp         11/1/00     1,300    2.6      2.6      16.2        12.7         14.0

Washington Mutual           Bank United              8/21/00     1,426    1.7      1.9      11.6        11.0         20.0

M&T Bank                    Keystone Financial       5/17/00     1,027    1.8      2.0      12.5        10.4         33.4

Wells Fargo                 First Security           4/10/00     2,778    1.6      2.0      10.2        11.5         17.6

National Commerce           CCB Financial Corp.      3/20/00     1,930    2.7      2.7      14.8        20.7         42.7

BB&T Corp.                  One Valley Bancorp       2/7/00      1,202    2.1      2.3      15.1        16.6         28.6

- ----------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                                    2.1x     2.3x     14.8x       12.7%        28.6%
============================================================================================================================
</TABLE>

U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1999(a)
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     PREMIUM TO
                                                      ANNC'D     DEAL    PRICE/   PRICE/   PRICE/       CORE      PREMIUM TO
BUYER                       SELLER                     DATE      VALUE     BV      TBV     LTM EPS    DEPOSITS     MARKET(b)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>        <C>      <C>      <C>      <C>       <C>          <C>
Royal Bank of Scotland      UST Corporation          6/21/99     1,400    2.6      2.9      20.0        23.4         32.0

Fifth Third Bancorp         CNB Bancshares           6/16/99     2,363    3.2      3.4      22.4        36.6         44.0

Charter One Financial       St. Paul Bancorp         5/17/99     1,207    2.4      2.4      20.3        18.7         17.1

- ----------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                                    2.6x     2.9x     20.3x       23.4%        32.0%
============================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
(a) Announced deal values between $500 million and $5 billion.
(b) Premium to market 6 business days prior to announcement.
(c) Owned by National Australia.


                                                                              36
<PAGE>   48
OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1998(a)
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     PREMIUM TO
                                                      ANNC'D     DEAL    PRICE/   PRICE/   PRICE/       CORE      PREMIUM TO
BUYER                       SELLER                     DATE      VALUE     BV      TBV     LTM EPS    DEPOSITS     MARKET(b)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>        <C>      <C>      <C>      <C>       <C>          <C>
Charter One Financial       ALBANK Finl Corp.        6/15/98     1,076    2.6      3.3      23.1        24.9         40.5

Roslyn Bancorp              TR Financial             5/26/98     1,071    4.0      4.0      27.2        41.6         9.5

Astoria Financial           Long Island Bancorp      4/3/98      1,766    3.0      3.0      32.1        35.6         10.1

Union Planters Corp         Magna Group              2/23/98     2,240    3.0      3.9      27.8        36.9         32.1

Regions Financial           First Commercial         2/9/98      2,707    4.0      4.2      26.1        40.1         10.6

- ----------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                                    3.0x     3.9x     27.2x       36.9%        10.6%
============================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
(a) Announced deal values between $500 million and $5 billion.
(b) Premium to market 6 business days prior to announcement.


U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1997(a)
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     PREMIUM TO
                                                      ANNC'D     DEAL    PRICE/   PRICE/   PRICE/       CORE      PREMIUM TO
BUYER                       SELLER                     DATE      VALUE     BV      TBV     LTM EPS    DEPOSITS     MARKET(b)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>        <C>      <C>      <C>      <C>       <C>          <C>
First American Corp         Deposit Guaranty         12/7/97     2,693    4.2      5.4      29.8        45.6         32.8

Bank One Corporation        First Commerce Corp      10/20/97    3,061    3.5      3.6      23.3        39.0         16.0

First Union Corp.           Signet Banking Corp      7/21/97     3,323    3.5      3.6      34.6        30.9         43.1

Wachovia Corp               Central Fidelity         6/24/97     2,303    2.8      3.0      20.6        21.9         20.9

Allied Irish Banks          Dauphin Deposit Corp     1/21/97     1,357    2.4      2.5      19.4        24.2         32.3

- ----------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                                    3.5x     3.6x     23.3x       30.9%        32.3%
============================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
(a) Announced deal values between $500 million and $5 billion.
(b) Premium to market one week prior to announcement.

                                                                              37
<PAGE>   49
OVERVIEW OF SELECTED U.S. BANK & THRIFT TRANSACTIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


U.S. BANK AND THRIFT MERGER TRANSACTIONS -- 1995(a)
(DOLLARS IN MILLIONS)


<TABLE>
<CAPTION>
                                                                                                     PREMIUM TO
                                                      ANNC'D     DEAL    PRICE/   PRICE/   PRICE/       CORE      PREMIUM TO
BUYER                       SELLER                     DATE      VALUE     BV      TBV     LTM EPS    DEPOSITS     MARKET(b)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>        <C>      <C>      <C>      <C>       <C>          <C>
Fleet Fin'l Group           National Westminster     12/19/95    3,260    1.0      1.6      12.2         6.1           NA

BankBoston Corp.            BayBanks, Inc            12/12/95    2,047    2.2      2.3      15.3        12.5         22.8

CoreStates Financial        Meridian Bancorp         10/10/95    3,193    2.1      2.4      18.3          NA         24.1

UJB Financial               Summit Bancorp           09/11/95    1,134    2.4      2.5      34.7        16.1         31.9

NationsBank Corp.           Bank South Corp.         09/05/95    1,625    2.4      2.8      21.5        22.7         23.7

National City Corp.         Integra Financial        08/28/95    2,112    2.0      2.1      13.1        14.9         24.6

Boatmen's Bancshares        Fourth Financial         08/25/95    1,180    1.8      2.2      17.2        11.2          9.6

PNC Bank Corp.              Midlantic Corp           07/10/95    3,043    2.1      2.3      11.3        17.0         40.4

Union Bank of CA.           BanCal Tri-State         05/19/95    1,006    1.4      1.4       5.2         7.4           NA

US Bancorp                  West One Bancorp         05/08/95    1,475    1.9      2.1      13.9        12.8         42.3

Fleet Fin'l Group           Shawmut National         02/21/95    3,697    1.8      1.9      16.0         9.6         42.0

Nat'l Australia Bank        Michigan Nat'l Corp      02/05/95    1,518    1.8      1.8      10.1        10.5         26.4

- ----------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                                    2.0x     2.1x     14.6x       12.5%        25.5%
============================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
(a) Announced deal values between $500 million and $5 billion.
(b) Premium to market one week prior to announcement.


                                                                              38
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.2
<SEQUENCE>5
<FILENAME>y49806a1ex99-d_2.txt
<DESCRIPTION>5/7/01 WAIVER LETTER TO STANDSTILL AGREEMENT
<TEXT>

<PAGE>   1
                                                                Exhibit 99(d)(2)

                                  WAIVER LETTER


                                                                     May 7, 2001

BNP Paribas
16, Boulevard des Italiens
75009 Paris, France

Ladies and Gentlemen:

         Reference is made to the Standstill and Governance Agreement, dated as
of November 1, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Standstill Agreement"), between BancWest Corporation (formerly known
as First Hawaiian, Inc.), a Delaware corporation (the "Company"), and BNP
Paribas (formerly known as Banque Nationale de Paris), a societe anonyme or
limited liability banking corporation organized under the laws of the Republic
of France ("BNP"). Capitalized terms not otherwise defined in this Waiver Letter
have the same meanings as specified in the Standstill Agreement.

         A. PRELIMINARY STATEMENTS

         1. Pursuant to Article II of the Standstill Agreement, until November
1, 2002, BNP is subject to certain Acquisition Restrictions which restrict its
ability to, among other things, acquire or propose to acquire additional Voting
Securities of the Company or make or effect a Company Transaction Proposal.

         2. The Executive Committee heretofore created a special committee of
Independent Directors (the "Special Committee") and on May 3, 2001 granted it
full authority to, among other things, respond to exploratory discussions with
respect to the possibility of BNP making a Business Combination Proposal and, if
so, the possible terms thereof.

         3. By letter dated May 4, 2001 to the Special Committee, BNP submitted
a Business Combination Proposal in accordance with a waiver granted pursuant to
Section 6.5 of the Standstill Agreement.

         4. On May 6, 2001 the Special Committee met (the "Special Committee
Meeting") and unanimously determined that the Business Combination Proposal set
forth in BNP's May 4 letter and the proposed form of Agreement and Plan of
Merger included therewith (the "Merger Agreement") submitted by BNP to the
Special Committee on that date is fair to and in the best interests of the
Company and the holders of the Company Common Stock. The Special Committee
accordingly recommended unanimously that the Board of Directors approve the
Merger Agreement.

         5. At the Special Committee Meeting, the Special Committee unanimously
determined to recommend to the Board of Directors the waiver of Article II of
the Standstill Agreement
<PAGE>   2
                                                                               2
solely to the extent necessary to allow BNP to enter into the Merger Agreement
with the Company and to take all actions contemplated thereby and necessary to
consummate the transactions contemplated therein.

         6. On May 7, 2001 the full Board of Directors met and determined, by a
unanimous vote of the Independent Directors (constituting a majority of the
entire Board of Directors), that the Business Combination Proposal contained in
the Merger Agreement is fair to and in the best interests of the Company and the
holders of the Company Common Stock and accordingly determined to approve the
Merger Agreement.

         B. WAIVER

         1. Based upon the foregoing determinations of the Special Committee and
of the Board of Directors, directors constituting a majority of the Board of
Directors, acting pursuant to Section 6.5 of the Standstill Agreement, have
approved this letter, and by its signature below, the Company hereby waives
Article II of the Standstill Agreement solely to the extent necessary to allow
BNP to enter into the Merger Agreement with the Company and to take all actions
contemplated thereby and necessary to consummate the transactions contemplated
therein.

         2. It is further understood and agreed that any disclosure made by BNP
in accordance with and as required by the Exchange Act, or other applicable law,
with respect to the matters covered or contemplated by the Merger Agreement
shall not constitute a violation of the Standstill Agreement, provided that such
disclosures are made consistent with the terms of the Merger Agreement.

         3. In the event of any termination of the Merger Agreement prior to the
Effective Time (as such term is defined therein) the waiver provided hereby from
the restrictions of the Standstill Agreement shall immediately, and without the
need for any action by or notice to any person, terminate and be of no further
force or effect.

         C. MISCELLANEOUS

         The waiver set forth herein is limited in effect, shall apply only as
expressly set forth herein and shall not constitute or be deemed to be a waiver
of or consent under any other provision of the Standstill Agreement or to any
Business Combination Proposal other than that set forth in the Merger Agreement.
The Standstill Agreement shall otherwise remain in full force and effect in all
respects.

         This Waiver Letter may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same document. Delivery of an executed counterpart of a
signature page to this Waiver Letter by telecopier shall be effective as
delivery of a manually executed counterpart of this Waiver Letter.
<PAGE>   3
                                                                               3


         This Waiver Letter shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of law.

                                              BANCWEST CORPORATION


                                              By: /s/ Walter A. Dods, Jr.
                                                  ________________________
                                              Name: Walter A. Dods, Jr.
                                              Title: Chief Executive Officer



Agreed to as of the date first above written:

BNP PARIBAS


By: _________________________
Name:
Title:
<PAGE>   4
                                                                               3

         This Waiver Letter shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of law.

                                              BANCWEST CORPORATION


                                              By: _____________________________
                                              Name:
                                              Title:



Agreed to as of the date first above written:

BNP PARIBAS


By: /s/ Pierre Mariani
    ____________________
Name: Pierre Mariani
Title: Head of International Retail Banking

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.3
<SEQUENCE>6
<FILENAME>y49806a1ex99-d_3.txt
<DESCRIPTION>5/4/01 WAIVER LETTER TO STANDSTILL AGREEMENT
<TEXT>

<PAGE>   1
                                                                Exhibit 99(d)(3)

                                                                    CONFIDENTIAL

                                  WAIVER LETTER
                                                                    May 4, 2001

BNP Paribas
16, Boulevard des Italiens
75009 Paris, France

Ladies and Gentlemen:

      Reference is made to the Standstill and Governance Agreement, dated as of
November 1, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Standstill Agreement"), between BancWest Corporation (formerly known
as First Hawaiian, Inc.), a Delaware corporation (the "Company"), and BNP
Paribas (formerly known as Banque Nationale de Paris), a societe anonyme or
limited liability banking corporation organized under the laws of the Republic
of France ("BNP"). Capitalized terms not otherwise defined in this Waiver Letter
have the same meanings as specified in the Standstill Agreement.

      A. PRELIMINARY STATEMENTS

      1. Pursuant to Article II of the Standstill Agreement, until November 1,
2002, BNP is subject to certain Acquisition Restrictions which restrict its
ability to, among other things, acquire or propose to acquire additional Voting
Securities of the Company or make a Company Transaction Proposal.

      2. Notwithstanding the foregoing restrictions, pursuant to Section 2.2(c)
of the Standstill Agreement, BNP may at any time submit a confidential Business
Combination Proposal for the Company so long as such proposal is delivered only
to the Executive Committee in a manner which does not require public disclosure
thereof and BNP and its representatives keep confidential and refrain from
disclosing to any other Person the fact that they have made such a Business
Combination Proposal or any of the terms thereof.

      3. The Executive Committee has heretofore created a special committee of
Independent Directors (the "Special Committee") and granted it full authority
to, among other things, respond to exploratory discussions with respect to the
possibility of BNP making a Business Combination Proposal and, if so, the
possible terms thereof.

      4. On the basis of those exploratory discussions, the Special Committee
has unanimously determined that it is in the best interests of the Company and
the holders of the Company Common Stock to authorize BNP to make such a Business
Combination Proposal on terms consistent with the exploratory discussions
between BNP and the Special Committee.

<PAGE>   2
                                                                               2


      B. WAIVER

      1. Based upon the foregoing determination of the Special Committee,
directors constituting a majority of the Independent Directors currently in
office and who, together with the Class A Directors, constitute a majority of
the entire Board, acting pursuant to Section 6.5 of the Standstill Agreement,
have approved this letter, and by its signature below, the Company hereby waives
Article II of the Standstill Agreement solely to the extent necessary to allow
BNP to submit a Business Combination Proposal to the Special Committee (on terms
consistent with the exploratory discussions that have taken place) for its
consideration and, if the Special Committee so elects, to the full Board for its
consideration.

      2. It is further understood and agreed that any disclosure made by BNP in
accordance with and as required by the Exchange Act with respect to the making
of such Business Combination Proposal shall not constitute a violation of the
Standstill Agreement, provided that prior to making such disclosures BNP shall
use its reasonable best efforts to furnish copies thereof to the Special
Committee or its representatives and provide them with a reasonable opportunity
to review and comment thereon.

      C. MISCELLANEOUS

      The waiver set forth herein is limited in effect, shall apply only as
expressly set forth herein and shall not constitute or be deemed to be a waiver
of or consent under any other provision of the Standstill Agreement or to any
Business Combination Proposal other than that set forth in the Draft Letter. The
Standstill Agreement shall otherwise remain in full force and effect in all
respects.

      This Waiver Letter may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same document. Delivery of an executed counterpart of a
signature page to this Waiver Letter by telecopier shall be effective as
delivery of a manually executed counterpart of this Waiver Letter.

<PAGE>   3
                                                                               3


      This Waiver Letter shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the principles of
conflicts of law.

                                                BANCWEST CORPORATION


                                                By: /s/ Walter A. Dods, Jr.
                                                    -----------------------
                                                    Name:
                                                    Title:

Agreed to as of the date first above written:

BNP PARIBAS


By: /s/ Pierre Mariani
   ----------------------------------------------
   Name:  Pierre Mariani
   Title: Head of International Retail Banking

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
