Exhibit 10.20

                             AMENDMENT 2001-2 TO THE
                      PACIFIC CENTURY FINANCIAL CORPORATION
                            STOCK OPTION PLAN OF 1994
                            -------------------------

          In accordance with Article 13 of the Pacific Century Financial
Corporation Stock Option Plan of 1994 (hereinafter "Plan", and conditioned upon
the approval of shareholders no later than one year after the date of adoption
by the Board of Directors of Pacific Century Financial Corporation, the Plan is
hereby amended by this Amendment No. 2001-2, effective as of the date of
adoption by the Board of Directors, as follows:

          Section 2.1(1) shall be amended by adding the following provisions at
the end thereof:

                For purposes of this Plan, the term "Employee" shall include any
     independent contractor providing services to the Company or a Subsidiary,
     other than a Director who is not also an employee of the Company or a
     Subsidiary, and such Employee shall be eligible to participate in the Plan
     as selected by the Committee in accordance with Article 5. Notwithstanding
     any other provision in the Plan to the contrary, the following shall apply
     in the case of an independent contractor who is included within the term
     "Employee" pursuant to the preceding sentence: (a) with respect to any
     reference in this Plan to the working relationship between such Employee
     and the Company or a Subsidiary, the term "service" shall apply as may be
     appropriate in lieu of the term "employment" or "employ"; (b) no such
     Employee shall be eligible for a grant of an ISO; (c) the exercise period
     and vesting of an Award following such Employee's termination from service
     shall be specified and governed under the terms and conditions of the Award
     as may be determined by the Committee (and, accordingly, the
     post-termination exercise and vesting provisions of Sections 6.8 - 6.10
     relating to Options, and Sections 7.8 - 7.10 relating to SARs, and Sections
     8.9 - 8.10 relating to Restricted Stock and Restricted Stock Units shall
     not apply); and (d) the required "full-time, active, salaried" status
     described as a condition for eligibility in



     Section 5.1 shall not apply to such Employee. The inclusion of an
     independent contractor within the term "Employee" under this Section 2.1(1)
     is intended exclusively for the purpose of extending this Plan's coverage
     to independent contractors, and such inclusion shall not mean or imply that
     an independent contractor is in fact an employee for any purpose.

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          To record the adoption of this amendment to the Plan, Pacific Century
Financial Corporation has executed this document this 26th day of January,
2001.

                                      PACIFIC CENTURY FINANCIAL
                                      CORPORATION

                                      By /S/ Richard J. Dahl
                                         ---------------------------------------
                                         Its Richard J. Dahl
                                             President & Chief Operating Officer

                                      By /S/ Neal C. Hocklander
                                         ---------------------------------------
                                         Its Neal C. Hocklander
                                             Executive Vice President