Exhibit 3.1



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|     | CERTIFICATE OF DESIGNATIONS                                                               
|     | FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 101/2% NONCUMULATIVE SERIES A PREFERRED STOCK

RESOLVED, that pursuant to
the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the  Corporation), by Article Four of the Corporations Articles of Incorporation, as amended, a series of
preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 101/2% Noncumulative Series A Preferred Stock, to consist of 55,000 shares (the Series A Preferred Shares), par value $.01 per share, the preferences, relative and
other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporations Articles of Incorporation, as amended) as follows:

Section 1. Liquidation Value. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Series A Preferred Shares at the time outstanding will be entitled to receive out of assets of the Corporation available for distribution to shareholders, before any distribution of assets is made to holders of Common Stock or any
other class of stock ranking junior to the Series A Preferred Shares upon liquidation, liquidating distributions in the amount of $1,000 per share, plus the amount of accrued and unpaid dividend thereon (whether or not declared) from the beginning
of the semiannual dividend period in which the liquidation occurs to the date of liquidation.

After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Corporation. In the event that, upon any such voluntary or involuntary liquidation,
dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidation distributions on all outstanding series A Preferred Shares and the corresponding amounts payable on all shares of other classes
or series of capital stock of the Corporation ranking on a parity with the Series A Preferred Shares in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation, then the holders of the Series A
Preferred Shares and such other classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

For the purposes of this Section 1, the consolidation or merger of the Corporation with or into any other entity, or the sale, lease or conveyance
of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute the liquidation, dissolution or winding up of the Corporation.

Section 2. Dividends.(a) Payment of
Dividends.Holders of Series A Preferred Shares shall be entitled to receive, if, when and as authorized and declared by the Board of Directors, out of assets of the Corporation legally available therefor, cash dividends at an
annual rate of 101/2% of the $1,000 liquidation preference per share (equivalent to $105 per share per annum),
and no more. Such noncumulative cash dividends shall be payable if authorized and declared, semiannually in arrears on June 30 and December 30 of each year, or, if such day is not a Business Day (as defined herein), on the preceding
Business Day (each such date, a Dividend Payment Date).Each authorized and declared dividend shall be payable to holders of record of the Series A Preferred Shares as they appear on the stock books of
the Corporation at the close of business on such record date, not more than 45 calendar days nor less than 10 calendar days preceding the Dividend Payment Date therefor, as may be determined by the



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Board of Directors (each such date, a Record Date): provided, however,that if the date fixed for
redemption of any of the Series A Preferred Shares occurs after a dividend is authorized and declared but before it is paid, such dividend shall be paid as part of the redemption price to the person to whom the redemption price is paid. Semiannual
dividend periods (each, a Dividend Period)shall commence on and include the first day, and shall end on and include the last day, of the semiannual period in which the corresponding Dividend Payment Date occurs, provided,
however,that the first Dividend Period (the Initial Dividend Period)shall commence on and include June 1, 1999, and shall end on and include June 30, 1999.

The amount of dividends payable for the Initial Dividend Period and for any other Dividend Period which, as to a share of Series A Preferred Shares
(determined by reference to the issuance date and the redemption or retirement date thereof), is greater or less than a full Dividend Period shall be computed on the basis of the number of days elapsed in the period using a 360-day year composed of
twelve 30-day months, provided, however,that in the event of the Automatic Exchange (as defined herein), any accrued and unpaid dividends on the Series A Preferred Shares as of the Time of Exchange (as defined herein) shall be deemed to be
accrued and unpaid dividends on the Bank Preferred Shares (as defined herein).

Holders of the Series A Preferred Shares shall not be
entitled to any interest, or any sum of money in lieu of interest, in respect of any dividend payment or payments on the Series A Preferred Shares authorized and declared by the Board of Directors that may be unpaid. Any dividend payment made on the
Series A Preferred Shares shall first be credited against the earliest authorized and declared but unpaid cash dividend with respect to the Series A Preferred Shares.

(b) Dividends Noncumulative.The right of holders of Series A Preferred Shares to receive dividends is noncumulative. Accordingly, except as hereinafter expressly provided, if the Board of Directors does not
authorize or declare a dividend payable in respect of any Dividend Period, holders of Series A Preferred Shares shall have no right to receive a dividend in respect of such Dividend Period and the Corporation shall have no obligation to pay a
dividend in respect of such Dividend Period, whether or not dividends are authorized and declared payable in respect of any future Dividend Period.

(c) Priority as to Dividends; Limitations on Dividends on Common Stock.If full dividends on the Series A Preferred Shares for any Dividend Period shall not have been declared and paid, or declared and a sum sufficient for the
payment thereof shall not have been set apart for such payments, no dividends or distributions shall be authorized, declared or paid or set aside for payment (other than as provided in the third paragraph of this Section 2(c)) with respect to
the Common Stock or any other stock of the Corporation ranking junior to the Series A Preferred Shares as to dividends or amounts upon liquidation (together with the Common Stock, Junior Equity) or any stock on parity with the Series A
Preferred Shares as to dividends or amounts upon liquidation (Parity Stock), nor shall any Junior Equity or Parity Stock be redeemed, purchased or otherwise acquired for any consideration (or any monies to be paid to or made available
for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for other Junior Equity), until such time as dividends on all outstanding Series A Preferred Shares have been (i) authorized,
declared and paid for two consecutive Dividend Periods and (ii) authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof set apart for payment for the third consecutive Dividend Period.

Notwithstanding the foregoing, in the event the Board of Directors determines in good faith that a dividend payment by the Corporation is necessary in
order to preserve the Corporations status as a real estate investment trust (REIT) for federal income tax purposes, the Board of Directors shall be empowered to declare special dividends on Junior Equity; provided, however,that if the Corporation shall not have authorized, declared and paid dividends on the Series A Preferred Shares for two consecutive Dividend Periods and authorized, declared and paid, or authorized, declared and set apart a sum sufficient



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for the payment thereof for the third consecutive Dividend Period, prior to the declaration or payment of any such
dividend on any Junior Equity, dividends in an amount equal to full dividends on the Series A Preferred Shares for each Dividend Period falling in whole or in part within the tax year in which the special dividend on any Junior Equity is to be
declared or paid shall have been authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof set apart for payment prior to any dividend payment on any Junior Equity, and the special dividends on any Junior
Equity shall be limited to the amount determined in good faith by the Board of Directors to be necessary (after giving effect to all dividends on the Series A Preferred Shares) to preserve the Companys status for federal income tax purposes as
a REIT.

When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) for any Dividend Period on the
Series A Preferred Shares, all dividends declared on the Series A Preferred Shares and any other series ranking on a parity as to dividends with the Series A Preferred Shares shall be declared pro rataso that the amount of dividends declared
per share on the Series A Preferred Shares and each such other series of capital stock shall in all cases bear to each other the same ratio that full dividends, for the then current Dividend Period, per Series A Preferred Share (which shall not
include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on the stock of each such other series ranking on a parity as to dividends with the Series
A Preferred Shares bear to each other.

(d) Any reference to dividends or distributions in this Section 2
shall not be deemed to include any distribution made in connection with any voluntary or involuntary dissolution, liquidation or winding up of the Corporation.

Section 3. Optional Redemption.The Series A Preferred Shares will not be redeemable prior to June 1, 2009, except upon the occurrence of a Tax Event (as such term is hereinafter defined). On or after
such date, the Series A Preferred Shares will be redeemable at the option of the Corporation, in whole or in part, at any time or from time to time, at a cash redemption price equal to the sum of (i) the liquidation preference thereof, plus
(ii) the amount of the accrued and unpaid dividend thereon (whether or not declared) from the beginning of the Dividend Period in which the redemption occurs to the date of redemption plus (iii) the redemption premium per share, if any,
payable pursuant to the next succeeding sentence. The redemption premium per share shall be (A) $1,035 if the date of redemption is after June 1, 2009 but on or prior to June 1, 2010; (B) $1,028 if the date of redemption is after
June 1, 2010 but on or prior to June 1, 2011; (C) $1,021 if the date of redemption is after June 1, 2011 but on or prior to June 1, 2012; (D) $1,014 if the date of redemption is after June 1, 2012 but on or prior
to June 1, 2013; and (E) $1,007 if the date of redemption is after June 1, 2013 but on or prior to June 1, 2014. No redemption premium shall be payable if the date of redemption is after June 1, 2014.

In the event that fewer than all the outstanding Series A Preferred Shares are to be redeemed, the number of Series A Preferred Shares to be redeemed
shall be determined by the Board of Directors, and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined by the Board of Directors, in its
sole discretion to be equitable, providedthat such method satisfies any applicable requirements of any securities exchange (if any) on which the Series A Preferred Shares are then listed.

Unless full dividends on the Series A Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof has been set apart for payment for the then current Dividend Period, no Series A Preferred Shares shall be redeemed unless all outstanding Series A Preferred Shares are redeemed and the Corporation shall not purchase or otherwise
acquire any Series A Preferred Shares; provided, however,that the Corporation may purchase or acquire



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Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding
Series A Preferred Shares.

The Corporation shall not redeem or set aside funds for the redemption of any stock of the Corporation ranking
on parity with the Series A Preferred Shares as to dividends or amounts upon liquidation unless prior to or contemporaneously therewith it redeems, or sets aside funds for the redemption of, a number of shares of Series A Preferred Shares whose
liquidation preference bears the same relationship to the aggregate liquidation preference of all shares of Series A Preferred Shares then outstanding as the liquidation preference of such parity stock to be redeemed bears to the aggregate
liquidation preference of all parity stock then outstanding.

The Corporation will also have the right at any time, upon the occurrence of
a Tax Event, to redeem the Series A Preferred Shares, in whole (but not in part) at a redemption price of $1,000 per share, plus the amount of accrued and unpaid dividend thereon (whether or not declared) from the beginning of the Dividend Period in
which the date of redemption occurs to the date of redemption. Tax Eventmeans the receipt by the Corporation of an opinion of a nationally recognized law firm experienced in such matters to the effect that, as a result of
(i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws or treaties (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein
affecting taxation, (ii) any judicial decision, official administrative pronouncement, published or private ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to adopt such procedures or
regulations) (Administrative Action)or (iii) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or any interpretation or pronouncement that provides for
a position with respect to such Administrative Action that differs from the theretofore generally accepted position, in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such
amendment, clarification or change is made known, which amendment, clarification or change is effective or such pronouncement or decision is announced on or after the date of issuance of the Series A Preferred Shares, there is a material risk that
(A) dividends paid or to be paid by the Corporation with respect to the capital stock of the Corporation are not, or will not be, fully deductible by the Corporation for United States federal income tax purposes or (B) the Corporation is,
or will be subject to more than a de minimisamount of other taxes, duties or other governmental charges.

A notice by the
Corporation pursuant to this Section 3 shall be sufficiently given if in writing and mailed first class postage prepaid, to each record holder of Series A Preferred Shares at the holders address as it appears in the records of the
Corporations transfer agent. In any case where notice is given by mail neither the failure to mail such notice nor any defect in the notice, to any particular holder shall affect the sufficiency of such notice to any other holder. Any notice
mailed to a holder in the manner described above shall be deemed given on the date mailed, whether or not the holder actually receives the notice. A notice of redemption shall be given not less than 30 days and not more than 60 days prior to the
date of redemption specified in the notice, and shall specify (i) the redemption date, (ii) the number of Series A Preferred Shares to be redeemed, (iii) the redemption price and (iv) the manner in which holders of Series A
Preferred Shares called for redemption may obtain payment of the redemption price in respect of those shares.

Any Series A Preferred
Shares that are duly called for redemption pursuant to this Section 3 shall be deemed no longer to be outstanding for any purpose from and after that time that the Corporation shall have irrevocably deposited with the paying agent identified in
the notice of redemption funds in an amount equal to the aggregate redemption price. From and after that time, the holders of the Series A Preferred Shares so called for redemption shall have no further rights as stockholders of the Corporation and
in lieu thereof shall have only the right to receive the redemption price, without interest.



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Series A Preferred Shares redeemed pursuant to this Section 3 or purchased or otherwise acquired for
value by the Corporation shall, after such acquisition, have the status of authorized and unissued shares of Preferred Stock and may be reissued by the Corporation at any time as shares of any series of Preferred Stock other than as Series A
Preferred Shares.

Section 4. Automatic Exchange,(a) General.Subject to the terms and conditions of this
Section 4, each Series A Preferred Share will be exchanged automatically for one newly issued share of preferred stock (each, a Bank Preferred Share)of First Republic Bank (the Bank)in the event
(i) the Bank becomes undercapitalized under regulations established pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, (ii) the Bank is placed into bankruptcy, reorganization,
conservatorship or receivership, or (iii) the Federal Deposit Insurance Corporation or other appropriate successor federal agency (the FD1C),or, if authorized by law, the Commissioner, Department of Business and Industry,
Financial Institutions Division, State (the Nevada Commissioner)directs such exchange in writing because, in its sole discretion, and even if the Bank is not undercapitalized, the FDIC or the Nevada Commissioner
anticipates that the Bank may become undercapitalized in the near term (each, an Exchange Event).The Bank will be considered to be undercapitalized under the regulations if it has (i) a Tier 1
leverage ratio of less than 4%, (ii) a Tier I risk-based capital ratio of less than 4%, or (iii) a total risk-based capital ratio of less than 8%. Upon the occurrence of an Exchange Event, each holder of Series A Preferred Shares shall be
unconditionally obligated to surrender to the Bank the certificates representing each Series A Preferred Share of such holder, and the Bank shall be unconditionally obligated to issue to such holder in exchange for each such Series A Preferred Share
a certificate representing one Bank Preferred Share. Any Series A Preferred Share purchased or redeemed by the Company prior to the Time of Exchange (as defined below) shall not be deemed outstanding and shall not be subject to the Automatic
Exchange. Holders of Series A Preferred Shares cannot exchange their Series A Preferred Shares for Bank Preferred Shares voluntarily. In addition, absent the occurrence of an Exchange Event and the subsequent exchange provided for in this
Section 4, holders of Series A Preferred Shares will have no dividend, voting, liquidation preference or other rights with respect to any security of the Bank; such rights as are conferred by the Series A Preferred Shares exist solely as to the
Corporation.

(b) Effectiveness of and Procedure for Exchange.The exchange contemplated by this Section 4 (the
Automatic Exchange)shall occur as of 8:00 A.M. New York City Time on the earliest possible Business Day such an exchange could occur following the Exchange Event (the Time of Exchange), as evidenced by the
issuance by the Bank of a press release prior to such time. As of the Time of Exchange, all of the Series A Preferred Shares will be deemed canceled without any further action by the Corporation, all rights of the holders of Series A Preferred
Shares as stockholders of the Corporation will cease, and such persons shall thereupon and thereafter be deemed to be and shall be for all purposes the holders of Bank Preferred Shares. The Corporation will mail notice of the occurrence of the
Exchange Event to each holder of Series A Preferred Shares within 30 days of such event, and the Bank will deliver to each such holder certificates for Bank Preferred Shares upon surrender of certificates for Series A Preferred shares. Until such
replacement stock certificates are delivered (or in the event such replacement certificates are not delivered), certificates previously representing Series A Preferred Shares shall be deemed for all purposes to represent Bank Preferred Shares.

(c) Status of Shares Redeemed; Treatment of Dividends.Any Series A Preferred Shares purchased or redeemed by the Corporation in
accordance with Section 3 hereof prior to the Time of Exchange shall not be deemed outstanding and shall not be subject to the Automatic Exchange. In the event of the Automatic Exchange, any accrued and unpaid dividends on the Series A
Preferred Shares as of the Time of Exchange shall be deemed to be accrued and unpaid dividends on the Bank Preferred Shares.



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Section 5. Voting Rights.

(a) General.Except as expressly provided in this Section 5 and as required by law, holders of Series A Preferred Shares shall have no
voting rights. When the holders of Series A Preferred Shares are entitled to vote, each Series A Preferred Share will be entitled to one vote.

(b) Right to Elect Directors. If, at the time of annual meeting of the Corporations stockholders for the election of directors, the Corporation has failed to pay or declare and set aside for payment a
semiannual dividend during any of the two preceding Dividend Periods on any series of Preferred Stock of the Corporation, including the Series A Preferred Shares, the number of directors then constituting the Board of Directors of the Corporation
will be increased by two (if not already increased by two due to a failure to pay or declare and set aside preferred stock dividends), and the holders of the Series A Preferred Shares, voting together with the holders of all other series of
Preferred Stock as a single class, will be entitled to elect such two additional directors to serve on the Corporations Board of Directors at each such annual meeting. Each director elected by the holders of shares of the Preferred Stock (a
Preferred Director) shall continue to serve as such director until the later of (i) the full term for which he or she shall have been elected or (ii) the payment of three semiannual dividends on the Preferred Stock,
including the Series A Preferred Shares. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding Series A Preferred Shares entitled to vote, voting together as a single class
with the holders of all other series of Preferred Stock entitled to vote on the matter, at a meeting of the Corporations stockholders, or of the holders of the Series A Preferred Shares and all other series of Preferred Stock so entitled to
vote thereon, called for that purpose. As long as dividends on the Series A Preferred Shares shall not have been paid for the preceding semiannual Dividend Period, (i) any vacancy in the office of any Preferred Director may be filled (except as
provided in the following clause (ii)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation, and (ii) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote
of the holders of the outstanding Series A Preferred Shares entitled to vote, voting together as a single class with the holders of all other series of Preferred Stock entitled to vote on the matter, at the same meeting at which such removal shall
be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Any Preferred Director will be deemed to be an Independent Director for purposes of the actions
requiring the approval of a majority of the Independent Directors.

(c) Certain Voting Rights. The affirmative vote or consent of
the holders of at least 67% of the outstanding shares of each series of Preferred Stock of the Corporation, including the Series A Preferred Shares, will be required (i) to create any class or series of stock which shall, as to dividends or
distribution of assets, rank prior to any outstanding series of Preferred Stock of the Corporation other than a series which shall not have any right to object to such creation or (ii) alter or change the provisions of the Corporations
Articles of Incorporation (including the terms of the Series A Preferred Shares), including by consolidation or merger, so as to adversely affect the voting powers, preferences or special rights of the holders of a series of Preferred Stock of the
Corporation; provided that if such amendment shall not adversely affect all series of Preferred Stock of the Corporation, such amendment need only be approved by at least 67% of the holders of shares of each series of Preferred Stock
adversely affected thereby. Notwithstanding the foregoing, an alteration or change to the provisions of the Corporations Articles of Incorporation shall not be deemed to affect the voting powers, preferences or special rights of the holders of
the Series A Preferred Shares, provided that: (a) the Series A Preferred Shares remain outstanding with the terms thereof unchanged; or (b) the Series A Preferred Shares are converted in a merger or consolidation transaction into shares or
the surviving or successor corporation or the direct or indirect parent or the surviving or successor corporation having terms identical to the terms of the Series A Preferred Shares set forth herein. Additionally, an increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series or Preferred Stock or an increase in the amount of



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authorized shares of any such series, in each case ranking on a parity with or junior to the Series A Preferred Shares
with respect to payment of dividends or distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to adversely affect the voting powers, preferences or special rights of the holders of the Series A Preferred Shares.

Section 6. Independent Directors.

(a) Number; Definition.As long as any Series A Preferred Shares are outstanding, at least two directors on the Board of Directors shall be Independent Directors. As used herein, Independent
Directormeans any director of the Corporation who is either (i) not a current officer or employee of the Corporation or a current director, officer or employee of the Bank or any affiliate of the Bank, or (ii) a Preferred
Director.

(b) Approval of Independent Directors.As long as any Series A Preferred Shares are outstanding, the Corporation may not
take the following actions without first obtaining the approval of a majority of the Independent Directors: (i) the issuance of additional Preferred Stock ranking senior to, or on a parity with, the Series A Preferred Shares, (ii) the
modification of the general distribution policy or the declaration of any distribution in respect of Common Stock for any year if, after taking into account any such proposed distribution, total distributions on the Series A Preferred Shares and the
Common Stock would exceed an amount equal to the sum of 105% of the Corporations REIT taxable income (excluding capital gains) for such year plus net capital gains of the Corporation for that year, (iii) the acquisition of
real estate assets other than Mortgage Assets (as such term is herein defined), (iv) the redemption of any shares of Common Stock, (v) the termination or modification of, or the election not to renew, the Advisory Agreement or the
Servicing Agreement or the subcontracting of any duties under the Servicing Agreement or the Advisory Agreement to third parties unaffiliated with the Bank, (vi) any dissolution, liquidation or termination of the Corporation prior to
June 1, 2009, (vii) the determination to revoke the Corporations REIT status, and (viii) the incurrence of debt for borrowed money other than debt in excess of 25% of the Corporations total shareholders equity. So
long as the number of Independent Directors is two, the foregoing actions must be approved by both of the Independent Directors.

Mortgage Assetsmeans obligations secured by real property, as well as certain other assets eligible to be held by REITs, such as cash, cash equivalents and securities, including shares or interests in other REITs.

(c) Determination by Independent Directors. In determining whether any proposed action requiring their consent is in the best
interests of the Corporation, the Independent Directors shall consider the interests of holders of both the Common Stock and the Preferred Stock, including, without limitation, the holders of the Series A Preferred Shares. In considering the
interests of the holders of the Preferred Stock, including, without limitation, holders of the Series A Preferred Shares, the Independent Directors shall owe the same duties that the Independent Directors owe with respect to holders of shares of
Common Stock.

Section 7. No Conversion Rights.The holders of Series A Preferred Shares shall not have any rights to convert
such shares into shares of any other class or series of stock or into any other securities of, or any interest in, the Corporation.

Section 8. No Sinking Fund.No sinking fund shall be established for the retirement or redemption of Series A Preferred Shares.



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Section 9. Preemptive or Subscription Rights.No holder of Series A Preferred Shares of the
Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation that it may issue or sell.

Section 10. No Other Rights.The Series A Preferred Shares shall not have any designations, preferences or relative, participating, optional
or other special rights except as set forth in the Corporations Articles of Incorporation or as otherwise required by law.

Section 11. Compliance with Applicable Law.Declaration by the Board of Directors and payment by the Corporation of dividends to holders of the Series A Preferred Shares and repurchase, redemption or other acquisition by the
Corporation (or another entity as provided in subsection (a) of Section 3 hereof) of Series A Preferred Shares shall be subject in all respects to any and all restrictions and limitations placed on dividends, redemptions or other
distributions by the Corporation (or any such other entity) under (i) laws, regulations and regulatory conditions or limitations applicable to or regarding the Corporation (or any such other entity) from time to time and (ii) agreements
with federal or state banking authorities with respect to the Corporation (or any such other entity) from time to time in effect.

The undersigned hereby
certify that any and all approvals required by NRS 78.1955(3) have been obtained.

First Republic Preferred Capital Corporation



|    |  |                               
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|By: |  | LOGO                          
|    |  | James J. Baumberger, President
|    | 
|By: |  | LOGO                          
|    |  | Diann English, Secretary      

STATE OF NEVADA

COUNTY OF CLARK

This instrument was acknowledged before me on May 27, 1999, by James J. Baumberger as the President of First
Republic Preferred Capital Corporation.



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|LOGO |  | LOGO                           
|     |  | NOTARY PUBLIC                  
|     | 
|     |  | My Commission expires: 3/9/2001



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|Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78. 1955) |                                | Filed in the office of |                                        | Document Number 20070646673-71
|                                                                                                     | LOGO                           |                        | Filing Date and Time 09/21/2007
1:11PM
|                                                                                                     | Ross Miller Secretary of State |                        | Entity Number C9542-1999              
|                                                                                                     | State of Nevada                |                        |                                       



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|USE BLANK INK ONLY  DO NOT HIGHLIGHT |  | ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

1. Name of Corporation:

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

2. Stockholder approval
pursuant to statute has been obtained.

3. The class or series of stock being amended:

101/2% NONCUMULATIVE SERIES A PREFERRED STOCK

4. By a resolution adopted by the board of directors, the
certificate of designation is being amended as follows or the new class or series is:

THE SECOND PARAGRAPH OF SECTION 2(a) IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:

The amount of dividends payable for the Initial Dividend Period and for any other Dividend Period which, as to a share of Series A
Preferred Shares (determined by reference to the issuance date and the redemption or retirement date thereof), is greater or less than a full Dividend Period shall be computed on the basis of the number of days elapsed in the period using a 360-day
year composed of twelve 30-day months; provided, however, that in the event of the Automatic Exchange (as defined herein), any accrued and unpaid dividends on the Series A Preferred Shares as of the Time of Exchange (as defined herein) for the
Dividend Period in which the Time of Exchange occurs shall be deemed to be accrued and unpaid dividends on the MLFSB Preferred Shares (as defined herein).

SECTION 4(a) IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

(FULL TEXT OF ALL AMENDMENTS TO CERTIFICATE OF DESIGNATIONS APPEARS ON EXHIBIT A
HERETO)



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|5. Effective date of filing (optional): |  |                                                           
|                                        |  | (must not be later 90 days after the certificate is filed)
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|6. Officer Signature (Required):        |  | LOGO                                                      

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.



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|-------------------------------------------------- |  | 
|This form must be accompanied by appropriate fees. |  | 



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EXHIBIT A TO CERTIFICATE OF

AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

101/2%NONCUMULATIVE SERIES A PREFERRED STOCK

PREAMBLE

On July 26, 2007, the board of directors of First Republic Preferred Capital Corporation (the
Board) approved the following amendments to the Certificate of Designations of First Republic Preferred Capital Corporations 101/2% Noncumulative Series A Preferred Stock (the Certificate). Pursuant to Section 5(c) of the Certificate (limiting the right to vote on amendments to the Certificate only to amendments
that would adversely affect the voting powers, preferences or special rights of the holders) and NRS 78.1955 (requiring shareholder approval of an amendment to a certificate of designations unless otherwise provided in such certificate of
designations), and the Board finding that the following amendments did not so adversely affect the rights and powers of the holders, shareholder approval of the following amendments was neither required nor obtained.

AMENDMENTS

The third paragraph of Section 2 of
the Certificate is amended and restated in its entirety as follows:

The amount of dividends payable for the Initial Dividend Period and for
any other Dividend Period which, as to a share of Series A Preferred Shares (determined by reference to the issuance date and the redemption or retirement date thereof), is greater or less than a full Dividend Period shall be computed on the basis
of the number of days elapsed in the period using a 360-day year composed of twelve 30-day months; provided, however, that in the event of the Automatic Exchange (as defined herein), any accrued and unpaid dividends on the Series A Preferred Shares
as of the Time of Exchange (as defined herein) shall be deemed to be accrued and unpaid dividends on the MLFSB Preferred Shares (as defined herein).

Section 4 of the Certificate is amended and restated in its entirety as follows:

Section 4.
Automatic Exchange. (a) General. Subject to the terms and conditions of this Section 4, each Series A Preferred Share will be exchanged automatically for one newly issued share of preferred stock (each, a MLFSB Preferred Share)
of Merrill Lynch Bank & Trust Co., FSB (MLFSB) in the event (i) MLFSB becomes undercapitalized under regulations established pursuant to the Home Owners Loan Act, as amended, (ii), MLFSB is placed into
bankruptcy, reorganization, conservatorship or receivership, or (iii) the Office of Thrift Supervision or other appropriate successor federal agency (the OTS) directs such exchange in writing because, in its sole discretion, and
even if MLFSB is not undercapitalized, the OTS anticipates that MLFSB may become undercapitalized in the near term (each, an Exchange Event). Upon the occurrence of an Exchange Event, each holder of Series A
Preferred Shares



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shall be unconditionally obligated to surrender to MLFSB the certificates representing each Series A Preferred Share of
such holder, and MLFSB shall be unconditionally obligated to issue to such holder in exchange for each such Series A Preferred Share a certificate representing one MLFSB Preferred Share. Any Series A Preferred Share purchased or redeemed by the
Corporation prior to the Time of Exchange (as defined below) shall be not deemed outstanding and shall not be subject to the Automatic Exchange. Holders of Series A Preferred Shares cannot exchange their Series A Preferred Shares for MLFSB Preferred
Shares voluntarily. In addition, absent the occurrence of an Exchange Event and the subsequent exchange provided for in this Section 4, holders of Series A Preferred Shares will have no dividend, voting, liquidation preference or other rights
with respect to any security of MLFSB; such rights as are conferred by the Series A Preferred Shares exist solely as to the Corporation.

(b) Effectiveness of a Procedure for Exchange. The exchange contemplated by this Section 4 (the Automatic Exchange) shall occur as of 8:00 A.M. New York City time on the earliest possible Business Day such an exchange could
occur following the Exchange Event (the Time of Exchange), as evidenced by the issuance by MLFSB of a press release prior to such time. As of the Time of Exchange, all of the Series A Preferred Shares will be deemed canceled without any
further action by the Corporation, all rights of the holders of Series A Preferred Shares as stockholders of the Corporation will cease, and such persons shall thereupon and thereafter be deemed to be and shall be for all purposes the holders of
MLFSB Preferred Shares. The Corporation will mail notice of the occurrence of the Exchange Event to each holder of Series A Preferred Shares within 30 days of such event, and MLFSB will deliver to each such holder certificates for MLFSB Preferred
Shares upon surrender of certificates for Series A Preferred Shares. Until such replacement stock certificates are delivered (or in the event such replacement certificates are not delivered), certificates previously representing Series A Preferred
Shares shall be deemed for all purposes to represent MLFSB Preferred Shares.

(c) Status of Shares Redeemed; Treatment of Dividends. Any
Series A Preferred Shares purchased or redeemed by the Corporation in accordance with Section 3 hereof prior to the Time of Exchange shall not be deemed outstanding and shall not be subject to the Automatic Exchange. In the event of the
Automatic Exchange, any accrued and unpaid dividends on the Series A Preferred Shares as of the Time of Exchange shall be deemed to be accrued and unpaid dividends on the MLFSB Preferred Shares.

Section 6(a) of the Certificate is amended and restated in its entirety as follows:

(a) Number; Definition. As long as any Series A Preferred Shares are outstanding, at least two directors on the Board of Directors shall be Independent
Directors. As used herein, Independent Director means any director of the Corporation who is either (i) not a current officer or employee of the Corporation or a current director, officer or employee of MLFSB or any affiliate of
MLFSB, or (ii) a Preferred Director.

Section 6(b) of the Certificate is amended and restated in its entirety as follows:



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(b) Approval of Independent Directors. As long as any Series A Preferred Shares are outstanding, the
Corporation may not take the following actions without first obtaining the approval of a majority of the Independent Directors: (i) the issuance of additional Preferred Stock ranking senior to, or on a parity with, the Series A Preferred
Shares, (ii) the modification of the general distribution policy or the declaration of any distribution in respect of Common Stock for any year if, after taking into account any such proposed distribution, total distributions on the Series A
Preferred Shares and the Common Stock would exceed an amount equal to the sum of 105% of the Corporations REIT taxable income (excluding capital gains) for such year plus net capital gains of the Corporation for that year,
(iii) the acquisition of real estate assets other than Mortgage Assets (as such term is herein defined), (iv) the redemption of any shares of Common Stock, (v) the termination or modification of, or the election not to renew, the
Advisory Agreement or the Servicing Agreement or the subcontracting of any duties under the Servicing Agreement or the Advisory Agreement to third parties unaffiliated with MLFSB, (vi) any dissolution, liquidation or termination of the
Corporation prior to June 1, 2009, (vii) the determination to revoke the Corporations REIT status, and (viii) the incurrence of debt for borrowed money other than debt in excess of 25% of the Corporations total
shareholders equity. So long as the number of Independent Directors is two, the foregoing actions must be approved by both of the Independent Directors.

As used herein, Independent Director means any director of the Corporation who is either (i) not a current officer or employee of the Corporation or a current director, officer or employer of MLFSB or
any affiliate of the MLFSB, or (ii) a Preferred Director.

Mortgage Assets means obligations secured by real property, as
well as other assets eligible to be held by REITs, such as cash, cash equivalents and securities, including shares or interests in other REITs.



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