Exhibit 3.1

ARTICLES OF AMENDMENT

(Section 414-286, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, duly authorized officer of the corporation submitting these Articles of Amendment, certifies as follows:

1.               The name of the corporation is:

Central Pacific Financial Corp.

2.               The amendment(s) adopted is attached.

3.               The total number of shares outstanding is:  28,756,073 common

4.               The amendment(s) was adopted (check one):

OR

5.               If the amendment(s) provides for an exchange, reclassification, or cancellation of issued shares, provisions necessary to effect the exchange, reclassification, or cancellation, if any, have been made.

The undersigned certifies under the penalties of Section 414-20, Hawaii Revised Statutes, that the undersigned has read the above statements, I/we are authorized to make this change, and that the statements are true and correct.

SEE INSTRUCTIONS ON REVERSE SIDE.  The articles must be signed by at least one officer of the corporation.

ATTACHMENT TO ARTICLES OF AMENDMENT

of

CENTRAL PACIFIC FINANCIAL CORP.

Item 1 of Article IV of the Restated Articles of Incorporation of Central Pacific Financial Corp., as amended, is hereby amended to read as follows:

“1.           The amount of authorized capital stock of the Corporation shall be ONE HUNDRED EIGHTY FIVE MILLION (185,000,000) shares of common stock, no par value per share, and ONE MILLION (1,000,000) shares of preferred stock, no par value per share.  The Corporation shall have the privilege of subsequent extensions of its capital stock from time to time in the manner provided by law.”

A new Article X is hereby added to the Restated Articles of Incorporation of Central Pacific Financial Corp., as amended, to read as follows:

“ARTICLE X

1.             The Corporation may amend these Articles of Incorporation at any time in the manner now or hereafter prescribed or permitted by law, provided that, except as otherwise provided in these Articles of Incorporation, any amendment shall be approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a separate voting group, in which event the proposed amendment shall be approved by the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a separate voting group and of the total shares entitled to vote thereon.”