SecProbe.io

March 25, 2011
 Glenn K.C. Ching Senior Vice President,  Corporate Secretary and General Counsel Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Re: Central Pacific Financial Corp.
Registration Statement on Form S-1 Filed February 28, 2011
  File No. 333-172480   Form 10-K for Fiscal Year Ended
December 31, 2010 Filed February 9, 2011 File No. 001-31567

Dear Mr. Ching:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where applicable, please include a draft of your proposed disclosures to
be made in future filings clearly identifying new and deleted disclosure.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 General

 1. We note your disclosure that Duane K. Kurisu  is a contingent nominee to the board.
Please file as an exhibit to your next amendmen t the consent of Mr. Kirisu to be named as
the same.  Refer to Rule 438 of the Securities Act of 1933.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 2

Summary Consolidated Select ed Financial Data, page 6

 2. We note your disclosure of the measure of  “Tangible common equity ratio.” This
measure appears to be a non-GAAP measure as  defined by Item 10(e)  of Regulation S-K
as it is not required by GAAP , Commission Rules, or banki ng regulatory requirements.
Please revise your disclosures to comply with all of the requirements in Item 10(e) of
Regulation S-K, including clearly labeli ng the ratio as a non-GAAP measure and
complying with all of the disclosure requirements.
 Risk Factors, page 7

 General

 3. We note in the second introductory paragraph th e statements that this section describes
some, but not all, of the risks you face.  Pleas e revise to delete th is language.  You must
disclose all risks that you believe are material  at this time.  Discussing the possibility of
risks that are currently un known or appear immaterial is unnecessarily confusing.
 We are subject to a number of requirements and prohibitions under regulato ry orders imposed on
us . . . , page 7

4. In the first paragraph you state that your capital levels currently exceed the levels
required by the Consent Order and that you are at “well-capitalized” le vels.  Please revise
to disclose, both here and else where in the document, your leve rage capital ratio and total
risk-based capital ratio as of the latest practicable date.
 5. Please revise the third paragraph on page 8 to  describe in greater detail the “number of
other requirements” with which you are not cu rrently in compliance with or provide a
cross-reference to a section of the Prospectus  where that complete discussion is located.
 A large percentage of our loans are colla teralized by real esta te . . . , page 15

 6. If available for your market area, or a large segment of it, please provide statistics, for
example from the Case-Shiller index, regarding declines in property values over the last three years.
 The value of certain securities in  our investment securi ties portfolio may be negatively affected .
. . , page 18
 7. Please revise to explain in greater detail the “ certain” securities to which this risk factor
relates.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 3

Selling Shareholders, page 27

 8. Please tell us whether any of the selling shareholders is a broker-dealer or an affiliate of a
broker-dealer.  Be advised that  any selling sharehol der who is a broker-dealer must be
identified in the prospectus as an underwriter  unless all of the securities being registered
on behalf of that broker-dealer were r eceived as compensation for underwriting
activities.  In addition, a selling shareholder wh o is an affiliate of a broker-dealer must be
identified in the prospectus as an underwriter  unless the prospectus st ates, if true, that:

 the selling shareholder purchased the shares be ing registered for resa le in the ordinary
course of business, and
 at the time of the purchase, the sell ing shareholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute the securities.

Please revise as appropriate.
 Capitalization and Pro forma Financial Information, page 34

 9. We note your disclosure that you assumed 100%  of the rights to purchase your common
stock will be exercised for the purposes of determining pro forma adjustments.  Please
revise to disclose, in detail, your analysis supporting your determination that a 100% rate
of exercise was factually suppor table.  Refer to Article 11- 02(b)(6) of Regulation S-X.

10. Footnote 2 on page 36 indicates that you i ssued 5,620,117 shares in connection with the
TARP exchange.  In the table at the bottom of page 35 you reflect 5,523,200 as the
weighted average number of shares.  Y ou also show $55,232,000 in common stock issued
in the TARP Exchange.  Tell us the reasons for the differences between these amounts.
Please revise your pro forma financial informati on to reflect the actual  number of shares
issued since this appears to be known.

Pro forma Consolidated Balance Sheet, page 34

11. You disclose that you utilized the Black-Scholes  model to estimate the fair value of the
Amended TARP warrant on the conversion date.  Please revise to disclose the assumptions used in that valuation.  Please also disclose how you determined that it was
appropriate to record this adjustment in othe r liabilities since it appears to be equity
indexed.  Tell us the accounti ng literature you relied on for your classification of the
adjustment and tell us how you cons idered the guidance of ASC 815-40-35-2.
 Pro forma Consolidated Statem ent of Operations, page 35

  12. Please revise to disclose your basis for assu ming a 25 basis point return on the proceeds
from the private placement and rights offering.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 4

13. Your pro forma income statement indicates that you will record a gain on the exchange of
the TARP preferred shares for common st ock.  Please revise to disclose how you
concluded that a gain from the exchange of stock would have a recurring impact as the
gain appears to be a one-time event. Refe r to Rule 11-02(b)(5) of Regulation S-X.
 14. Please address the following regarding your issu ance of shares in the private placement to
officers and directors:

a. Revise to disclose how you considered whet her the issuance of sh ares in the private
placement to officers and directors at $10 w ould result in stock compensation given
that your shares were trading in  excess of $20 around that time.

b. Tell us in detail how you considered  the guidance of ASC 718-10-55-10.
 c. Revise this section as well as your Description of Capital Stock on page 37 to more
clearly disclose and compare terms of sh ares issued in the private placements,
including the respective lock-up ag reements and other terms.
 d. Specifically discuss how you considered th ese respective terms valuing the shares
issued to your officers and directors.

e. Quantify the amount of compensation expense recorded for pro forma purposes and
the service periods to which it relates.
 f. If you determined that no compensation expense was warranted, provide a clear
analysis to support your conclusion, specifica lly addressing your consideration of the
concurrent trading price.
 Anti-Takeover Effects of Hawaii Law, page 38

 15. You may not qualify this section by reference to the text of the CSA Act.  Please revise to
eliminate the qualification and indicate that all material information is discussed.
 Certain U.S. Federal Income  Tax Consequences, page 43

 16. Please eliminate references to “certain” United States federal income tax consequences to
U.S. holders and Non-U.S. holders of the ownership of shares of Common Stock and
revise to clarify, if true, that the material U. S. federal income tax c onsiderations for such
ownership have been disclosed.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 5

PART II

 Item 15. Recent Sales of Unregistered Securities, page II-4

 17. For each transaction, please state briefly the facts relied upon to make the exemption
from registration under Section 4(2) of the Secu rities Act of 1933 available. Refer to Item
701 of Regulation S-K.
 18. As a related matter, we note that you f iled a Form 8-K on December 21, 2010 announcing
certain amendments to the Investment Agreemen ts.  In light of this announcement, please
provide us with your legal analysis regard ing the availability of the Section 4(2)
exemption for sales to the A dditional Investors.  Please al so tell us how and by what
means the Additional Investors were contacted or solicited with respect to the Private Placement.
19. Please identify any sales agents and/or principa ls and disclose the amount of any fees or
commissions earned by them in c onnection with the transactions  discussed in this section.
 Exhibits

 20. Please file as an exhibit to  your next amendment the Memo randum of Understanding, as
described in the second paragraph on page 8, and any other agreements you deem to be
material.  Refer to Item 601(b )(10) of Regulation S-K.
 21. It appears that certain annexes, schedules or exhibits to  certain exhibits are missing.  For
example, see the Letter Agreement filed as  exhibit 10.20 and the Investment Agreements,
filed as exhibits 10.32 and 10.33.  Please refile any incomplete exhibits in their entirety.
 Legal Opinion (exhibit 5.1)

 22. Given the language in the penultimate paragr aph that the opinion is “as of the date
hereof” (February 25, 2011), it will be necessary for counsel to file an opinion dated as of
the effective date or to remove the limiting language.
Form 10-K for the fiscal year ended December 31, 2010

 Item 1. Business

 Supervision and Regulation, page 8

 23. You may not qualify this section by reference to  the full text of the statutes, regulations
and policies that are described.  Please revise future filings to eliminate the qualification
and indicate that all materi al information is discussed.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 6

Selected Consolidated Financial Data, page 42

 24. Your presentation of the efficiency ratio appears to be a non-GAAP measure since it
appears to be calculated differently than th e definitions of this ratio provided by your
bank regulator.  We note your reconciliation of  this measure on page 56 to the related
GAAP measurement.  Please revise future fili ngs to specifically label this measure as
non-GAAP and consider changing the title  to reflect the adjustments made.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies and Use of Estimates

 Allowance for Loan and Lease Losses, page 47

 25. On page 48, you indicate that you estimate a possible range of the Allowance required
and that you make assumptions regarding estimated loss rates under reasonably possible
scenarios.   Please revise future filings to di sclose what the range of losses are under this
analysis and describe the factors considered in determining the amount that is the best
estimate within that range.  Refer to ASC 450-20-50-4 and Release No. 33-8350.

Loans Held for Sale, page 48

 26. Please provide the following disclosures in futu re filings related to  your representations
and warranties reserve:

a. Please provide a roll forward of this liab ility for each period presented.  Since such
rollforward was not provided in past filings , please provide a rollforward for the three
most recent years in your Form 10-Q for the period ended March 31, 2011.
b. Please tell us the amount of the total e xposure you have under these representations
and warranties.

c. Please clarify when these representations and warranties expire.  To the extent that
some are of limited life and some are for the life of the loans, quantify each category.

d. Describe in more detail the methodology used to estimat e any reserves and related
liabilities recorded.

e. Discuss whether you have received any clai ms relating to these representations and
warranties.  If so, disclose the amounts and type of claims you have received in each
period presented, any trends identified, and your “success rate” in avoiding paying
claims.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 7

f. To the extent there are significant concentra tions of repurchases from certain parties,
separately quantify those concentrations, e .g., GSEs versus private securitizations.
 g. You report on page 89 that the repurch ase reserve increased from $0.2 million at
December 31, 2009 to $5.0 million at December 31, 2010.  However, you report on page 104 that you did not securitize any re sidential loans during 2010.  Revise your
MD&A to discuss the trends in  your repurchase claims, reserve, and related expenses.
 h. Discuss where such expenses are reported on your Statement of Operations.
 i. Discuss in detail the reasons for the signifi cant increase in accrua ls during the period.
 j. Revise to identify the vintages of loans re purchased by year of origination.  Discuss
any concentrations.  To the extent there ar e concentrations of originations that are
older than the last year or two, discuss that  fact and explain the reasons for significant
repurchases of older loans.
Item 10. Directors, Executive Officer s and Corporate Governance, page 143

 27. Please revise the director biographies in future  filings to discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that Messrs. Dean and Burr
should serve as directors for the company.  Refer to Item 401(e) of Regulation S-K.

Item 12. Principal Shareholders, page 143

 28. Please identify in future filings the natura l persons who have or share voting and/or
dispositive powers or the right to receive th e economic benefit with respect to the shares
held by each of Carlyle Financial Services Harbor, L.P. and ACMO-CPF, L.L.C..
 Item 13. Certain Relationships a nd Related Transactions, and Di rector Independence, page 143

 29. We note your disclosure regarding the constr uction loan to Plantation Town Apartments
LLC.  Please advise the staff in your response an d revise future filings to disclose if the
loan is current or otherwise.

Consolidated Financial Statements

 1.  Summary of Significant Accounting Policies

 Loans, page 89

 30. Please revise future filings to disclose your policy for determining past due or
delinquency status.  Refe r to ASC 310-10-50-6(e).

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 8

6.  Loans and Leases, page 101

 31. Please revise your disclosure on page 104 in fu ture filings to disclose how your company
defines a loan as subprime.
32. You disclose on page 103 that “Losses are take n in the period in wh ich they surface as
uncollectible.”  Please revise future fili ngs to specifically di sclose your policy for
determining when to charge off amounts d eemed to be uncollectible, including how you
determine when a loss is considered confirme d for the purposes of charge-off.  Refer to
ASC 310-10-50-11B(b).
33. Please revise your tabular disclosure on page 101 in future filings to disclose the balance
of loans evaluated collectively as well as the related amount of r ecorded allowance.
Refer to ASC 310-10-50-11C.
34. Please revise future filings to disclose  the amount of any purchases, sales or
reclassifi