0001193125-09-051988 Sample Contracts

TERRITORIAL BANCORP, INC. up to 8,740,000 Shares (subject to increase up to 10,051,000 shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT

Agency Agreement • March 12th, 2009 • Territorial Bancorp Inc. • Savings institution, federally chartered • New York

• Contract Type
  Agency Agreement
• Filed
  March 12th, 2009
• Company
  Territorial Bancorp Inc.
• Industry
  Savings institution, federally chartered
• Jurisdiction
  New York

FIRST AMENDMENT TO LETTER AGREEMENT DATED SEPTEMBER 5, 2008

Letter Agreement • March 12th, 2009 • Territorial Bancorp Inc. • Savings institution, federally chartered

• Contract Type
  Letter Agreement
• Filed
  March 12th, 2009
• Company
  Territorial Bancorp Inc.
• Industry
  Savings institution, federally chartered

This first amendment (the “Amendment”) to the letter agreement dated September 5, 2008 between Keefe, Bruyette & Woods, Inc. (“KBW”) and Territorial Savings Bank (the “Bank”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 10th day of March, 2009.