0001193125-11-081460 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2011 • Territorial Bancorp Inc. • Savings institution, federally chartered • Hawaii

First Amendment, dated as of November 13, 2009 (the “Amendment”), to the Territorial Savings Bank Employment Agreement, dated as of October 29, 2008 (the “Employment Agreement”), by and between Territorial Savings Bank, located at 1132 Bishop Street, 22nd Floor, Honolulu, Hawaii 96813 (the “Bank”), and Allan S. Kitagawa (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.

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RESTRICTED STOCK AWARD Granted by TERRITORIAL BANCORP INC. under the TERRITORIAL BANCORP INC.
Restricted Stock Award Agreement • March 29th, 2011 • Territorial Bancorp Inc. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and shall be subject in every respect to the provisions of the 2010 Equity Incentive Plan (the “Plan”) of Territorial Bancorp Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall

RESTRICTED STOCK AWARD Granted by TERRITORIAL BANCORP INC. under the TERRITORIAL BANCORP INC.
Restricted Stock Award • March 29th, 2011 • Territorial Bancorp Inc. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and shall be subject in every respect to the provisions of the 2010 Equity Incentive Plan (the “Plan”) of Territorial Bancorp Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall

STOCK OPTION Granted by TERRITORIAL BANCORP INC. under the TERRITORIAL BANCORP INC.
Stock Option Agreement • March 29th, 2011 • Territorial Bancorp Inc. • Savings institution, federally chartered

This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2010 Equity Incentive Plan (the “Plan”) of Territorial Bancorp Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of

STOCK OPTION Granted by TERRITORIAL BANCORP INC. under the TERRITORIAL BANCORP INC.
Stock Option Agreement • March 29th, 2011 • Territorial Bancorp Inc. • Savings institution, federally chartered

This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2010 Equity Incentive Plan (the “Plan”) of Territorial Bancorp Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of

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