EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              BANCWEST CORPORATION

                          (EFFECTIVE DECEMBER 20, 2001)

         FIRST: The name of the corporation is BancWest Corporation (hereinafter
referred to as the "Corporation").

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle 19801. The name and address of its resident
agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is 150,000,000 shares of Class A Common Stock and the par
value of each of such shares is $0.01.

         FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  (1) The number of directors of the Corporation shall be such
         as from time to time shall be fixed by, or in the manner provided in,
         the by-laws. Election of directors need not be by ballot unless the
         by-laws so provide.

                  (2) The Board of Directors shall have powers without the
         assent or vote of the stockholders to make, alter, amend, change, add
         to or repeal the by-laws of the Corporation; to fix and vary the amount
         to be reserved for any proper purpose; to authorize and cause to be
         executed mortgages and liens upon all or any part of the property of
         the Corporation; to determine the use and disposition of any surplus or
         net profits; and to fix the times for the declaration and payment of
         dividends.

                  (3) The directors in their discretion may submit any contract
         or act for approval or ratification at any annual meeting of the
         stockholders or at any meeting of the stockholders called for the
         purpose of considering any such act or contract, and any contract or
         act that shall be approved or be ratified by the vote of the holders of
         a majority of the stock of the Corporation which is represented in
         person or by proxy at such meeting and entitled to vote thereat
         (provided that a lawful quorum of stockholders be there represented in
         person or by proxy) shall be as valid and as binding upon the
         Corporation and upon all the stockholders as though it had been
         approved or ratified by every stockholder of the Corporation, whether
         or not the contract or act would otherwise be open to legal attack
         because of directors' interest, or for any other reason.


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                  (4) In addition to the powers and authorities herein before or
         by statute expressly conferred upon them, the directors are hereby
         empowered to exercise all such powers and do all such acts and things
         as may be exercised or done by the Corporation; subject, nevertheless,
         to the provisions of the statutes of Delaware, of this certificate, and
         to any by-laws from time to time made by the stockholders; provided,
         however, that no by-laws so made shall invalidate any prior act of the
         directors which would have been valid if such by-law had not been made.

         SIXTH: To the fullest extent permitted by the Delaware General
Corporation Law as it exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director.

         SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.


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