
TYPE OF ELECTION (See Instructions B.1 and B.2) (Check only one box)


o		Mark this box for Stock Election for all of your CB Bancshares Shares subject to possible proration.

OR

o		Mark this box for Cash Election for all of your CB Bancshares Shares subject to possible proration.

OR

o		Mark this box for a combination of Stock Election and Cash Election.

		Insert the number of CB Bancshares Shares for which you elect Stock Election subject to possible proration:



		Cash Election, subject to possible proration, will automatically be elected for the remainder of your CB Bancshares Shares surrendered hereby.

This Letter of Transmittal and Form of Election (this "Letter of Transmittal") is being delivered to you in connection with the proposed merger (the "Merger") of CB Bancshares, Inc. ("CBBI") with and into Central Pacific Financial Corp. ("CPF"), pursuant to that certain Agreement and Plan of Merger, dated as of April 22, 2004, by and between CPF and CBBI (the "Merger Agreement"). This Letter of Transmittal must be completed by holders of shares of common stock, par value $1.00 per share, of CBBI ("CBBI Common Stock") and the associated share purchase rights (the "Rights) issued pursuant to the Rights Agreement, dated as of August 15, 1990, as amended, between CB Bancshares, Inc. and City Bank, as the rights agent, and pursuant to the Rights Agreement, dated as of July 23, 2003, between CB Bancshares, Inc. and City Bank, as the rights agent, (the Common Stock and the Rights together being referred to herein as the "CB Bancshares Shares"), who wish to make an Election (as defined below) as to the form of Per Share Consideration (as defined below) into which such holder's CB Bancshares Shares are converted in the Merger. For an Election to be properly made and effective, this Letter of Transmittal, properly completed, together with the certificates (the "Certificates") representing CB Bancshares Shares as to which (an) Election(s) is/are being made (or Guarantee of Delivery as provided herein) and all other required documents, must be received by the Exchange Agent prior to 5:00 p.m. New York City Time on the date that CPF will publicly announce as the election deadline (the "Election Deadline").

Each Election is subject to the terms, conditions and limitations set forth in (a) the Joint Proxy Statement-Prospectus, dated July 20, 2004, relating to the Merger (the "Joint Proxy Statement-Prospectus"), (b) the Merger Agreement, attached as Appendix A to the Joint Proxy Statement-Prospectus and (c) the accompanying instructions, each of which you are urged to read and which qualify the following summary in its entirety.

In connection with the Merger of CBBI with and into CPF, subject to the election and proration procedures set forth in the Merger Agreement, each holder of CB Bancshares Shares is entitled to elect to receive for each CB Bancshares Share held (i) common stock, no par value per share, of CPF ("CPF Common Stock") (a "Stock Election") or (ii) cash (a "Cash Election") (each an "Election"). The CPF Common Stock or cash into which a CB Bancshares Share is converted in the Merger is referred to herein as the "Per Share Consideration." If a holder does not make an effective Election, or if this Letter of Transmittal is received after the Election Deadline, his or her CB Bancshares Shares will be deemed "Undesignated Shares."

If the merger is completed each share of CB Bancshares common stock will be converted into the right to receive either (1) cash consideration in an amount equal to $20.00 plus the product of 2.6752 times the average of the closing prices of Central Pacific stock over the 10 consecutive trading day period ending one day before completion of the transaction, which average we refer to as the measuring price, or (2) a number of shares of Central Pacific common stock equal to the cash consideration divided by the measuring price. This formula is designed to ensure that all shares of CB

Bancshares stock will receive merger consideration of equal value, based on the measuring price, regardless of whether they are converted into cash or Central Pacific shares.

The aggregate amount of cash to be paid by CPF for CB Bancshares Shares, other than payments of cash in lieu of fractional shares, is limited to $20.00 multiplied by the number of CB Bancshares Shares outstanding immediately before the effective time of the merger. The aggregate number of shares of CPF Common Stock to be issued by CPF for CB Bancshares Shares is limited to 2.6752 multiplied by the number of CB Bancshares Shares outstanding immediately before the effective time of the merger. To the extent that the total elections for cash or shares of CPF Common Stock differ from the aggregate amounts of cash and stock to be paid by CPF, then the Exchange Agent will allocate between cash and shares of Central Pacific common stock following the procedures described under "THE MERGER—Allocation and Proration Procedures" in the Joint Proxy Statement-Prospectus.

Therefore it is possible that holders of CB Bancshares Shares will not receive the exact form of merger consideration that he or she elects to receive.

Each holder of CB Bancshares Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of CPF Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of CPF Common Stock multiplied by the measuring price. No holder will be entitled to dividends, voting rights or any other rights as a shareholder in respect of any fractional share of CPF Common Stock.

The tax consequences to holders will vary depending upon, among other things, the form of Per Share Consideration into which such holders' CB Bancshares Shares are converted in the Merger. Each CBBI shareholder should consult his or her own financial advisor and tax advisor as to the specific consequences of the Merger and Election to such shareholder.

Before completing this Letter of Transmittal, you should read the Letter of Transmittal and the accompanying instructions carefully. This Letter of Transmittal, completed, signed and accompanied by all other required documents, should be returned to the Exchange Agent in the accompanying envelope. You will not have another opportunity to make an election of the merger consideration you prefer to receive.

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of instructions via facsimile transmission other than as set forth above will not constitute a valid delivery. You must sign this Letter of Transmittal where indicated below and complete the Substitute Form W-9 which is attached hereto.

Shareholders whose Certificates are not immediately available or who cannot deliver their Certificates and other required documents to the Exchange Agent prior to the Election Deadline and who wish to make an Election must complete this Letter of Transmittal and otherwise comply with the Guarantee of Delivery procedures, including (i) the completion of the box entitled "Guarantee of Delivery" at the time this Letter of Transmittal is completed and (ii) delivery of the underlying CB Bancshares Shares on a timely basis. SEE INSTRUCTION A.2. Elections with respect to all CB Bancshares Shares subject to a Guarantee of Delivery must be made above at the time the Guarantee of Delivery is completed. In addition, at the time the Certificates are delivered pursuant to a Guarantee of Delivery, the guarantor must submit to the Exchange Agent another Letter of Transmittal with only the box entitled "Notice of Delivery Under Guarantee" below, properly completed (or must otherwise provide such information to the Exchange Agent to enable the Exchange Agent to identify the Certificates or CB Bancshares Shares being delivered).

Shareholders may not change Elections in a Letter of Transmittal delivering Certificates or CB Bancshares Shares previously covered by a Guarantee of Delivery. If the guarantor fails to deliver the Certificates in accordance with the terms of the Guarantee of Delivery, without limiting any other rights of CPF or the Exchange Agent, any purported Election with respect to CB Bancshares Shares subject to such guarantee will be void. The Guarantee of Delivery procedures should not be used for lost, destroyed or stolen Certificates. SEE INSTRUCTION C.6.

GUARANTEE OF DELIVERY
(To be used only if certificates are not surrendered herewith)
See Instruction A.2

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THIS LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS HERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent either certificates representing the CB Bancshares Shares surrendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such CB Bancshares Shares into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a Letter of Transmittal with only the box entitled "Notice of Delivery Under Guarantee" properly completed, within three NYSE trading days after the date hereof.

NOTE: DO NOT SEND CERTIFICATES FOR THE CB BANCSHARES SHARES WITH THE LETTER OF TRANSMITTAL IN WHICH THIS BOX IS COMPLETED. CERTIFICATES SHOULD BE SENT ONLY WITH THE LETTER OF TRANSMITTAL IN WHICH THE BOX ENTITLED "NOTICE OF DELIVERY UNDER GUARANTEE" IS COMPLETED.

The undersigned hereby surrenders the Certificates evidencing CB Bancshares Shares listed above (or such delivery is guaranteed in accordance with the terms hereof), and elects, upon consummation of the Merger, to have such CB Bancshares Shares converted into the Per Share Consideration in accordance with such holder's Election and the above-described allocation procedures, or, if an Election is not duly made, to have such CB Bancshares Shares treated as Non-Election Shares (as such term is defined in the Merger Agreement).

The undersigned understands that the purpose of the Election procedure is to permit holders of CB Bancshares Shares to express their preference for the type of consideration they wish to receive in the Merger, but that in any event CPF will convert a certain number of CB Bancshares Shares into cash and a certain number of CB Bancshares Shares into shares of CPF Common Stock. The undersigned therefore acknowledges that there can be no assurance that the undersigned will receive the proportion of CPF Common Stock and/or cash indicated in the undersigned's Election.

The undersigned authorizes and instructs you, as Exchange Agent, to deliver the CB Bancshares Shares listed above and to receive on behalf of the undersigned, in exchange for the CB Bancshares Shares represented thereby, any check for the cash and/or any certificates for the shares of CPF Common Stock issuable in the Merger.

The undersigned understands and acknowledges that all questions as to the validity, form, and eligibility of any Election and delivery and/or surrender of Certificates and CB Bancshares Shares hereunder shall be reasonably determined by the Exchange Agent, and such determination shall be final and binding. No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned.

Unless otherwise indicated in the box entitled "Special Payment Instructions," please issue any check and register any certificate for shares of CPF Common Stock in the name of the registered holder(s) of the CB Bancshares Shares appearing on the first page of this Letter of Transmittal. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail any check and any certificates for shares of CPF Common Stock to the registered holder(s) of the CB Bancshares Shares at the address(es) of the registered holder(s) appearing on the first page of this Letter of Transmittal. In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue any check and any certificate for shares of CPF Common Stock in the name(s) of, and mail such check and such certificate to, the person(s) so indicated.

To be completed ONLY if the check is to be made payable to, or the certificates for shares of CPF Common Stock are to be registered in, the name of someone other than the undersigned.

To be completed ONLY if the check or the certificates for shares of CPF Common Stock are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown on the first page of this Letter of Transmittal.

(Must be signed by registered holder(s) exactly as name(s) appear(s) on the Certificate(s). If signed by person(s) to whom the CB Bancshares Shares represented hereby have been assigned or transferred as evidenced by endorsement or stock powers transmitted herewith, the signatures must be guaranteed. If signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney, agent or any other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions A.3 and A.4.)

GUARANTEE OF SIGNATURE(S)
(COMPLETE ONLY IF REQUIRED;
SEE INSTRUCTIONS A.3 and A.4)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY

In order to ensure compliance with federal income tax requirements, each holder of CB Bancshares Shares who is a U.S. person (including a resident alien) is requested to provide the Exchange Agent with his or her correct Taxpayer Identification Number ("TIN") and to certify whether he or she is subject to backup federal income tax withholding by completing and signing the Substitute Form W-9 below. (See Instruction C.6 and accompanying Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, the "Guidelines.") Each holder of CB Bancshares Shares who is a nonresident alien or a foreign entity should provide the Exchange Agent with the applicable Internal Revenue Service Form W-8. The applicable Form W-8 can be obtained by contacting the Exchange Agent.

PART II—For Payees Exempt From Backup Withholding, see the accompanying Guidelines and complete as instructed therein.

Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also, see the accompanying Guidelines.)

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number: (x) 28% of all reportable payments made to me pursuant to the Merger will be withheld if I do not provide a TIN by the time of payment and (y) 28% of all dividend payments made to me by CPF will be withheld unless a TIN is provided within 60 days.

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth above. Additional copies of the Joint Proxy Statement-Prospectus or this Letter of Transmittal may be obtained from the Exchange Agent.

(To be used only if a previous Letter of Transmittal, with the section "Guarantee of Delivery" completed, has been delivered to the Exchange Agent.)
(See Instruction A.2)

The undersigned hereby surrenders to Central Pacific Financial Corp., a Hawaii corporation ("CPF"), upon the terms and subject to the conditions set forth in the Joint Proxy Statement-Prospectus, dated July 20, 2004, the Agreement and Plan of Merger by and between CPF and CB Bancshares, Inc., a Hawaii corporation ("CBBI"), attached as Appendix A to the Joint Proxy Statement-Prospectus and the related Letter of Transmittal (and any amendments or supplements thereto), receipt of which is hereby acknowledged, the number of shares set forth below of common stock, par value $1.00 per share, of CBBI ("CBBI Common Stock") and the associated share purchase rights (the "Rights) issued pursuant to the Rights Agreement, dated as of August 15, 1990, as amended, between CB Bancshares, Inc. and City Bank, as the rights agent, and pursuant to the Rights Agreement, dated as of July 23, 2003, between CB Bancshares, Inc. and City Bank, as the rights agent, (the Common Stock and the Rights together being referred to herein as the "CB Bancshares Shares"), pursuant to the guaranteed delivery procedures set forth in the box entitled "Guarantee of Delivery" above and Instruction A.2.

INSTRUCTIONS
ACCOMPANYING
LETTER OF TRANSMITTAL AND FORM OF ELECTION
WITH RESPECT TO SHARES OF COMMON STOCK OF
CB BANCSHARES, INC.
IN CONNECTION WITH THE PROPOSED MERGER OF
CB BANCSHARES, INC. WITH AND INTO
CENTRAL PACIFIC FINANCIAL CORP.
("LETTER OF TRANSMITTAL")

All capitalized terms used but not otherwise defined in these Instructions shall have the respective meanings given to such terms in the Letter of Transmittal. These Instructions govern the Letter of Transmittal and should be read carefully before making an Election.

1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates evidencing all delivered CB Bancshares Shares (or a guarantee of delivery as provided herein) together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth in the Letter of Transmittal prior to the Election Deadline. If Certificates are forwarded to the Exchange Agent in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

Holders of CB Bancshares Shares who are nominees only may submit a separate Letter of Transmittal for each beneficial owner for whom such holder is a nominee; provided, however, that at the request of the Exchange Agent, such holder shall certify to the satisfaction of the Exchange Agent that such holder holds such CB Bancshares Shares as nominee for the beneficial owner thereof. Each beneficial owner for whom a Letter of Transmittal is submitted will be treated as a separate holder of CB Bancshares Shares.

The CB Bancshares Shares for which properly completed Letters of Transmittal and all required documents are not received prior to the Election Deadline will be treated as Non-Election Shares.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, CERTIFICATES, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE SENDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THE RISK OF LOSS OF SUCH CERTIFICATE(S) SHALL PASS ONLY AFTER THE EXCHANGE AGENT HAS ACTUALLY RECEIVED THE CERTIFICATE(S). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

2. GUARANTEE OF DELIVERY. CBBI shareholders whose Certificates are not immediately available and who cannot deliver their Certificates and all other required documents to the Exchange Agent prior to the Election Deadline may deliver their CB Bancshares Shares pursuant to the guaranteed delivery procedure contained herein. Pursuant to such procedure: (i) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and with the box entitled "Guarantee of Delivery" properly completed and duly executed, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent prior to the Election Deadline; and (ii) the Certificates, in proper form for transfer, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Guarantee of Delivery. In addition, at the time the Certificates are delivered pursuant to the

Guarantee of Delivery, the guarantor must submit to the Exchange Agent another Letter of Transmittal with only the box entitled "Notice of Guaranteed Delivery" properly completed (or must otherwise provide such information to the Exchange Agent). No change in a shareholder's Election may be made pursuant to the Letter of Transmittal delivering Certificates or CB Bancshares Shares previously covered by a Guarantee of Delivery. If the guarantor fails to deliver the Certificates in accordance with the guaranteed delivery procedures contained herein, without limitation of any other recourse, any purported Election with respect to CB Bancshares Shares subject to such guarantee will be void.

3. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If a Letter of Transmittal is signed by the registered holder(s) of the CB Bancshares Shares delivered with such Letter of Transmittal, the signature(s) must correspond with the name(s) as written on the face of the Certificates evidencing such CB Bancshares Shares without alteration, enlargement, or any other change whatsoever.

If any CB Bancshares Share delivered herewith is owned of record by two or more persons, all such persons must sign the same Letter of Transmittal. If any of the CB Bancshares Shares delivered with such Letter of Transmittal are registered in the names of different holders, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations of such CB Bancshares Shares.

If a Letter of Transmittal is signed by the registered holder(s) of the CB Bancshares Shares delivered with such Letter of Transmittal, no endorsements of Certificates or separate stock powers are required, unless checks or certificates evidencing shares of CPF Common Stock are to be payable to the order of, or registered in the name of, a person other than the registered holder(s), in which case the Certificate(s) evidencing the CB Bancshares Shares delivered herewith must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Certificate(s). Signatures on such Certificate(s) and stock powers must be guaranteed by an Eligible Institution (as defined below).

If a Letter of Transmittal is signed by a person other than the registered holder(s) of the CB Bancshares Shares delivered with such Letter of Transmittal, the Certificate(s) evidencing the CB Bancshares Shares delivered with such Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Certificate(s). Signatures on such Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If a Letter of Transmittal or any Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to CPF of such person's authority so to act must be submitted.

4. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a firm which is a bank, broker, dealer, credit union, savings association, or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program (each, an "Eligible Institution"). No signature guarantee is required on a Letter of Transmittal if such Letter of Transmittal is signed by the registered holder(s) of CB Bancshares Shares delivered with such Letter of Transmittal, unless such holder(s) has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal. If a Certificate is registered in the name of a person other than the signer of a Letter of Transmittal, or if checks or certificates are to be payable to the order of, or registered in the name of a person other than the registered holder(s), then the Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificate, with the signature(s) on such Certificate or stock powers guaranteed as described above.

5. DETERMINATION OF PROPER ELECTION. The Exchange Agent will have the reasonable discretion to determine whether Letters of Transmittal have been properly or timely completed, signed, and submitted, modified or revoked, and to disregard immaterial defects in Letters of Transmittal. The decision of the Exchange Agent in such matters and any decision of CPF or CBBI required by the Exchange Agent and made in good faith shall be conclusive and binding. The Exchange Agent will not be under any obligation to notify any person of any defect in a Letter of Transmittal submitted to the Exchange Agent. No alternative, conditional, or contingent Elections will be accepted. If the Exchange Agent shall reasonably determine that any purported Election was not properly made, such purported Election shall be deemed to be of no force and effect and the shareholder making such purported Election shall, for purposes hereof, be deemed to have not made an Election and the CB Bancshares Shares covered thereby will be deemed Non-Election Shares.

6. INADEQUATE SPACE. If the space provided in the Letter of Transmittal under "List of All Certificates Submitted" is inadequate, the Certificate numbers and the number of CB Bancshares Shares evidenced by such Certificates should be listed on a separate schedule and attached to the Letter of Transmittal.

7. TERMINATION OF MERGER AGREEMENT. All Elections will be revoked automatically if the Exchange Agent is notified in writing by CPF or CBBI that the Merger Agreement has been terminated, and Certificates will be promptly returned to the persons who have submitted them. In such event, CB Bancshares Shares represented by Certificates will be returned to CBBI shareholders by registered mail (with attendant delay).

8. DISSENTERS' RIGHTS. HOLDERS OF CB BANCSHARES SHARES WHO WISH TO EXERCISE DISSENTERS' RIGHTS SHOULD NOT COMPLETE THIS LETTER OF TRANSMITTAL. For more information, see the discussion in the Joint Proxy Statement-Prospectus set forth under "DISSENTERS' RIGHTS."

A more complete description of the election and proration procedures is set forth in Section 3.03(b) of the Merger Agreement. All Elections are subject to compliance with the election procedures provided for in the Merger Agreement. In connection with making any Election, a CBBI shareholder should carefully read, among other items, the description and statement of information contained in the Joint Proxy Statement-Prospectus under the caption "THE MERGER—Material United States Federal Income Tax Considerations of the Merger." Each CBBI shareholder should consult his or her own tax advisor as to the specific tax consequences of the Election and the Merger to such shareholder.

1. ELECTIONS. By completing the box entitled "Type of Election" and the Letter of Transmittal in accordance with these instructions, a CBBI shareholder will be permitted to make Stock Elections or Cash Elections with respect to the CB Bancshares Shares held by such holder. The aggregate amount of cash to be paid by CPF for CB Bancshares Shares, other than payments of cash in lieu of fractional shares, is limited to $20.00 multiplied by the number of CB Bancshares Shares outstanding immediately before the effective time of the merger. The aggregate number of shares of CPF Common Stock to be issued by CPF for CB Bancshares Shares is limited to 2.6752 multiplied by the number of CB Bancshares Shares outstanding immediately before the effective time of the merger. To the extent that the total elections for cash or shares of CPF Common Stock differ from the aggregate amounts of cash and stock to be paid by CPF, then the Exchange Agent will allocate between cash and shares of Central Pacific common stock as described under "THE MERGER—Allocation and Proration Procedures" in the Joint Proxy Statement-Prospectus. Therefore, it is possible that holders of CB Bancshares Shares will not receive the exact form of merger consideration that he or she elects to receive.

2. TREATMENT OF NON-ELECTING SHARES. CB Bancshares Shares (other than Dissenting Shares) with respect to which the Exchange Agent does not receive an effective, properly completed Letter of Transmittal prior to the Election Deadline (as defined below) will be deemed to be Undesignated Shares.

3. ELECTION DEADLINE. In order for an Election to be effective, the Exchange Agent must receive a properly completed Letter of Transmittal, accompanied by all required documents, NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT CPF WILL PUBLICLY ANNOUNCE AS THE ELECTION DEADLINE (the "Election Deadline").

A Letter of Transmittal will be deemed properly completed only if: (a) an Election is indicated for each CB Bancshares Share covered by the Letter of Transmittal, (b) it is accompanied by all Certificates with respect to such CB Bancshares Shares (or (i) customary affidavits and indemnity agreements regarding the loss or destruction of such certificates or (ii) properly executed Guarantees of Delivery with respect to such CB Bancshares Shares), and (c) it is accompanied by any other documents required by the Exchange Agent or CPF.

4. CHANGES TO ELECTIONS. Any holder of CB Bancshares Shares who has made an Election may, at any time prior to the Election Deadline, change his or her Election by submitting to the Exchange Agent a properly completed and signed revised Letter of Transmittal and all required additional documents, provided that the Exchange Agent receives such revised Letter of Transmittal and other necessary documents prior to the Election Deadline and provided further that no change in a shareholder's Election may be made pursuant to the Letter of Transmittal delivering Certificates or CB Bancshares Shares previously covered by a Guarantee of Delivery. Any holder of CB Bancshares Shares may at any time prior to the Election Deadline revoke his or her Election and withdraw his or her Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received prior to the Election Deadline. If an Election is revoked prior to the Election Deadline, the related CB Bancshares Shares will automatically become Non-Election Shares unless and until a new Election is properly made with respect to such CB Bancshares Shares on or before the Election Deadline.

5. NO FRACTIONAL SHARES. No certificates representing fractional shares of CPF Common Stock shall be issued upon the surrender for exchange of Certificates representing CB Bancshares Shares, and such fractional share interests will not entitle the owner thereof to any dividends or any other rights of a shareholder of CPF. In lieu of any fractional share of CPF Common Stock, holders of CB Bancshares Shares will receive cash (without interest) in an amount equal to such fractional part of a share of CPF Common Stock multiplied by the measuring price.

6. NO LIABILITY. Neither CPF, CBBI nor the Exchange Agent will be liable to any holder of CB Bancshares Shares for any shares of CPF Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

C. RECEIPT OF MERGER CONSIDERATION, SPECIAL INSTRUCTIONS, TAXES AND ADDITIONAL COPIES

1. RECEIPT OF MERGER CONSIDERATION (TIMELY ELECTION). As soon as practicable after the Effective Time and after the proration procedures described above are completed, holders who have surrendered their Certificates to the Exchange Agent for cancellation, together with a Letter of Transmittal duly executed and completed in accordance with these Instructions and such other documents as are required pursuant to these Instructions, shall be entitled to receive in exchange therefor (A) a check in the amount equal to the cash, if any, which such holder has the right to receive (including any cash in lieu of any fractional shares and any dividends or other distributions to which such holder is entitled) and (B) a certificate or certificates representing that number of whole shares of CPF Common Stock, if any, which such holder has the right to receive. All cash paid or shares of CPF

Common Stock issued upon conversion of the CB Bancshares Shares in accordance with the terms of the Merger Agreement shall be deemed to have been paid or issued in full satisfaction of all rights pertaining to such CB Bancshares Shares.

2. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If any check or certificates evidencing shares of CPF Common Stock are to be payable to the order of, or registered in the name of, a person other than the person(s) signing a Letter of Transmittal or if such checks or such certificates are to be sent to someone other than the person(s) signing a Letter of Transmittal or to the person(s) signing a Letter of Transmittal but at an address other than that shown on the first page of this Letter of Transmittal, the appropriate boxes on such Letter of Transmittal, "Special Payment Instructions" and/or "Special Delivery Instructions", must be completed.

3. STOCK TRANSFER TAXES. CPF will bear the liability for any state stock transfer taxes applicable to the issuance and delivery of checks and certificates in connection with the Merger, provided, however, that if any such check or certificate is to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it shall be a condition of such exchange that the person requesting such exchange shall pay the amount of any stock transfer taxes (whether imposed on the registered holder or such person), payable on account of the transfer to such person, to the Exchange Agent or satisfactory evidence of the payment of such taxes, or exemption therefrom, shall be submitted to the Exchange Agent before any such check or certificate is issued. EXCEPT AS PROVIDED IN THIS INSTRUCTION C.3, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES EVIDENCING THE CB BANCSHARES SHARES DELIVERED HEREWITH.

4. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to Innisfree M&A Incorporated at 1-877-687-1873. Additional copies of the Joint Proxy Statement-Prospectus, this Letter of Transmittal, and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Exchange Agent.

5. BACKUP WITHHOLDING. Under the U.S. federal income tax laws, cash payments made pursuant to the Merger may be subject to backup withholding. To prevent backup withholding, a shareholder who is a U.S. person (including a resident alien) who delivers CB Bancshares Shares must, unless an exemption applies, provide the Exchange Agent (as payer) with such shareholder's correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 included as part of the Letter of Transmittal, with the required certification being signed under penalty of perjury. If such shareholder is an individual, the TIN is such shareholder's social security number. If the Exchange Agent is not provided with the correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") in addition to being subject to backup withholding.

Shareholders are required to give the Exchange Agent the taxpayer identification number of the record owner of the CB Bancshares Shares by completing the Substitute Form W-9 included as part of the Letter of Transmittal. If the CB Bancshares Shares are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Determining the Proper Taxpayer Identification Number to Give the Payer," which immediately follows the Substitute Form W-9.

If backup withholding applies, the Exchange Agent is required to withhold tax from any cash payment made to a shareholder with respect to CB Bancshares Shares exchanged pursuant to the Merger. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding may result in an overpayment of taxes, which may be credited against the shareholder's U.S. federal income tax liability or refunded to the shareholder by the Internal Revenue Service.

Certain shareholders (including, among others, most corporations and certain foreign persons) are exempt from backup withholding requirements. To qualify as an exempt recipient on the basis of

foreign status, a shareholder must submit a properly completed Form W-8BEN or Form W-8ECI, signed under penalties of perjury, attesting to that person's exempt status. A shareholder would use a Form W-8BEN to certify that it (1) is neither a citizen nor a resident of the United States, (2) has not been and reasonably does not expect to be present in the United States for a period aggregating 183 days or more during the calendar year, and (3) reasonably expects not to be engaged in a trade or business within the United States to which the gain on the sale of the CB Bancshares Shares would be effectively connected; and would use a Form W-8ECI to certify that (1) it is neither a citizen nor resident of the U.S., and (2) the proceeds of the sale of the CB Bancshares Shares are effectively connected with a U.S. trade or business.

A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR OBTAINING AN EXEMPTION.

6. LOST, DESTROYED, OR STOLEN CERTIFICATES. If any Certificate(s) representing CB Bancshares Shares has been lost, destroyed, or stolen, the owner of such Certificate(s) should promptly notify American Stock Transfer and Trust Company, as transfer agent for CBBI (the "Transfer Agent"), at 1-877-248-6417. Such shareholder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). Upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen, or destroyed and the posting by such person of a bond as indemnity against any claim that may be made with respect to such Certificate(s), the Transfer Agent will issue in exchange for such lost, stolen, or destroyed Certificate(s) a new Certificate representing such CB Bancshares Shares. This Letter of Transmittal cannot be processed until the procedures for replacing lost or destroyed Certificates have been followed. After the Effective Time of the Merger, holders of lost, stolen or destroyed Certificates representing CB Bancshares Shares should not contact the Transfer Agent, but should instead contact the Exchange Agent at the address indicated on the Letter of Transmittal.


CERTIFICATE NUMBER	SHARES	CERTIFICATE NUMBER	SHARES

Name of Firm

	Address	Zip Code
Area Code and Tel. No.


By Mail, Overnight Delivery or Hand Delivery: American Stock Transfer and Trust Company 59 Maiden Lane New York, NY 10038		By Facsimile Transmission: (for eligible institutions only) (718) 234-5001 Confirm by Telephone: (877) 248-6417 (toll free)

Address:

Zip Code
Taxpayer Identification or Social Security Number (See Substitute Form W-9)


SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer's Request for Taxpayer Identification Number (TIN)	PART I—PLEASE PROVIDE YOUR TIN (OR IF AWAITING A TIN, WRITE "APPLIED FOR") IN THE BOX TO THE RIGHT AND CERTIFY THAT IT IS YOUR CORRECT TIN BY SIGNING AND DATING BELOW.	Social Security Number(s) OR Employer identification number (If awaiting TIN write "Applied For")

NOTE:		Failure to complete and return this form may result in backup withholding of 28% of any cash payments made to you pursuant to the merger. Please review the enclosed Guidelines for certification of taxpayer identification number and a Substitute Form W-9 for additional details.
		YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.


		ACCOUNT NUMBER

		NUMBER OF SHARES		CUSIP NUMBER

Authorized Signature
Name
Please Print Or Type

Name:
(Please Print)

Name:
(Please Print)

CHECK HERE IF CB BANCSHARES SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE DEPOSITORY TRUST COMPANY MAY DELIVER CB BANCSHARES SHARES BY BOOK-ENTRY TRANSFER):

Name of Delivery Institution:

Account Number:

Transaction Code Number: