Exhibit 3.2

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CERTIFICATE OF DESIGNATIONS

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

8.875% NONCUMULATIVE PERPETUAL
SERIES B 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 8.875% Noncumulative Perpetual Series B Preferred Stock, to consist of 1,840,000 shares (the Series B 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 B Preferred Shares at the time outstanding will be entitled to receive out of the 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 B Preferred Shares upon liquidation, liquidating distributions in the amount of $25.00 per share, plus the amount of accrued and unpaid dividends 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 pursuant to the preceding paragraph, the holders of Series B 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 full amount of liquidating distributions on all outstanding Series B 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 B 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 B 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 otherwise
respectively would be 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 B 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 8.875% of the $25.00 liquidation preferences per share (equivalent to $2.21875 per share per annum), and no more. Such noncumulative cash dividends



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shall be payable, if authorized and declared, quarterly in arrears on
March 30, June 30, September 30 and December 30 of each year, or, if any 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 B 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 Board of Directors (each such date, a Record Date); provided, however, than if the date fixed for redemption of any of the Series
B 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. Quarterly 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 quarterly 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 January 24,2002, and shall end on and include March 31, 2002.

The amount of dividends payable for the Initial Dividend Period and for any other Dividend Period which, as to any Series B Preferred Share (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-days 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 B 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 Banks Preferred Shares (as defined herein).

Holders of the Series B 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 B Preferred Shares authorized and declared by the Board of Directors that may be unpaid. Any dividend payment made on the
Series B Preferred Shares shall first be credited against the earliest authorized and declared but unpaid cash dividend with respect to the Series B Preferred Shares.

(b) Dividends Noncumulative.The right of holders of Series B 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 B 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 subsequent Dividend Period.

(c) Priority as to Dividends; Limitations on Dividends on Junior Equity. If full dividends on the Series B Preferred Shares for any completed 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 B Preferred Shares as to dividends or amounts upon liquidation (together with the Common Stock, Junior
Equity) or any stock on parity with the Series B 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 B Preferred Shares have been (i)authorized, declared and paid for four 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 fifth consecutive Dividend Period.



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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 statusasa 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 B Preferred Shares for four consecutive Dividend Periods and authorized, declared and paid, or
authorized, declared and set apart a sum sufficient for the payment thereof for the fifth consecutive Dividend Period as described in the preceding paragraph, 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 B 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 B 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 me Series B Preferred
Shares, all dividends declared on the Series B Preferred Shares and any other series ranking on a parity as to dividends with the Series B Preferred Share shall be declared pro rata so that amounts of dividends declared per share on the
Series B Preferred Shares and each such other sense 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 B 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 B 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 B Preferred Shares will not be redeemable prior to December 30, 2006, except upon the occurrence of a Tax Event (as such term is hereinafter defined). On or after such date, the
Series B 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 the liquidation preference thereof plus the amount of the accrued
and unpaid dividends thereon (whether or not declared) from the beginning of the Dividend Period in which the redemption occurs to the date of redemption.

In the event that fewer than all the outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed shall be determined by the Board of the 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, provided that such method
satisfies any applicable requirements of any securities exchange (If any) on which the Series B Preferred Shares are then listed.

Unless
full dividends on the Series B 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 B Preferred
Shares shall be redeemed unless all outstanding Series B Preferred Shares are redeemed and the Corporation shall not purchase or otherwise acquire any Series B Preferred Shares; provided, however,that the Corporation may purchase or acquire



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Series B Preferred Shares pursuant to purchase or exchange offer made on the same terms to holders of all outstanding
Series B 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 B 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 B Preferred Shares whose
liquidation preference bears the same relationship to the aggregate liquidation preference of all shares of Series B 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 B Preferred Shares, in whole (but not in part) at a redemption price $25.00 per share, plus the amount accrued and unpaid dividends 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, government 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 B 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 minimis amount 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 mai1ed, first class postage prepaid, to each record holder of Series B 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 B Preferred Shares to be redeemed, (iii) the redemption price and (iv) the manner in which holders of Series B
Preferred Shares called for redemption may obtain payment of the redemption price respect of those shares.

Any Series B 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 B 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 B 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 B
Preferred Shares.

Section 4. Automatic Exchange

(a) General.Subject to the terms and conditions of this Section 4, each Series B 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 FDIC),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).Upon the occurrence of an
Exchange Event, each holder of Series B Preferred Shares shall be unconditionally obligated to surrender to the Bank the certificates representing each Series B Preferred Share of such holder, and the Bank shall be unconditionally obligated in issue
to such holder in exchange for each such Series B Preferred Share a certificate representing one Bank Preferred Share. Any Series B 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 B Preferred Shares cannot exchange their Series B 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 B 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 B 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 B Preferred Shares will be deemed canceled without any further action by the Corporation, all rights
of the holders of Series B 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 B 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 B
Preferred Shares. Until such replacement stock certificates are delivered (or in the event such replacement certificates are not delivered), certificates previously representing Series B Preferred Shares shall be deemed for all purposes to represent
Bank Preferred Shares.

(c) Status of Shares Redeemed; Treatment of Dividends.Any Series B 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 B 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 B Preferred Shares shall have no voting
rights. When the holders of Series B Preferred Share are entitled to vote, each Series B Preferred Share will be entitled to one vote, provided that when the holders of the Series B Preferred Shares vote together with the holders of the
Corporations Series A Preferred Shares or Series C Preferred Shares, each Series B Preferred Share will be entitled to one-fortieth of one vote.

(b) Right to Elect Directors.If, at the time of any 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
all scheduled dividends during the four preceding Dividend Periods on all series of Preferred Stock of the Corporation, including the Series B 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 dividends on any series of preferred stock), and the holders of the Series B Preferred Shares, voting as a single class together with the holders
of each other series of Preferred Stock then entitled by the terms of such Preferred Stock to vote for additional directors, 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 six quarterly dividends on the Preferred Stock, including the Series B 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 B 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 B 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 B Preferred Shares shall not have been paid for the preceding quarterly 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 B 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 Right.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 B 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 B 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, however, 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 forgoing, 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 B Preferred Shares, provided that: (x) the Series B
Preferred Shares remain outstanding with the terms thereof unchanged; or (y) the Series B Preferred Shares are



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converted in a merger or consolidation transaction into shares of the surviving or successor corporation or the direct or
indirect parent of the surviving or successor corporation having terms identical to the terms of the Series B 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 of Preferred Stock or an increase in the amount of authorized shares of any such series, in each case ranking on a parity with or junior to the Series B Preferred Shares with respect to payment of dividends or distribution of assets
upon liquidation, dissolution or winding up, shal1 not be deemed to adversely affect the voting powers, preferences or special rights of the holders of the Series B Preferred Shares.

Section 6. Independent, Directors.

(a) Number: Definition.As long as any Series B 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 B Preferred Shares are outstanding, the Corporation may not take the following
actions without first obtaining the approval or a majority of the Independent Directors: (i) the issuance of additional Preferred Stock ranking senior to, or on a parity with, the Series B 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 distribution on the Preferred Stock 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 December 30, 2006,
(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 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 interest of holders of both the Common Stock and the Preferred Stock, including, without limitation, the holders of the Series B Preferred Shares. In considering the interests of the holders
of the Preferred Stock, including, without limitation, holders of the Series B 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 B 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.



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

Section 9. Preemptive or Subscription Rights.No holder of Series B 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 B Preferred Shares shall not have any designation, 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. Compliancewith Applicable Law.Declaration by the Board of Directors and payment by the Corporation of dividends to holders of the Series B Preferred Shares and repurchase, redemption or other acquisition by
the Corporation (or another entity as provided is subsection (a) of Section 3 hereof) of Series B 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.

FIRST REPUBLIC PREFERRED
CAPITAL CORPORATION



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|By: |  | LOGO                 
|    |  | Willis H. Newton, Jr.
|    |  | Vice President       

STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO

This
instrument was acknowledged before me on January 18, 2002 by Willis H. Newton, Jr. as the Vice President of First Republic Preferred Capital Corporation.



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|LOGO |  |  |                                 | LOGO
|     |  |  | NOTARY PUBLIC                  
|     |  |  | My Commission expires 9/30/2004



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CERTIFICATE OF CORRECTION

OF

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

The undersigned being an officer of First Republic Preferred Capital Corporation, a Nevada corporation (the Corporation), pursuant to Chapter
78.0295 of the Nevada Revised Statutes, does hereby declare and state as follow:



| | 1. | The name of the corporation is First Republic Preferred Capital Corporation.
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| | 2. | That a document entitled ARTICLES OF INCORPORATION, was duly filed with the Nevada Secretary of State on April 19, 1999 (Articles).
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| | 3. | That the address of one of the initial directors was incorrectly stated as:
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Jerry Lykins

2030 Michigan Way

Las Vegas, Nevada 89109



| | 4. | That the address of such director should have read, and is hereby corrected to read as:
| | -- | ---------------------------------------------------------------------------------------

Jerry Lykins

2030 Mohigan Way

Las Vegas, Nevada 89109

DATED: March 20, 2002.



BY:

LOGONAME:

LOGOTITLE:

VP, Operation & Reporting




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STATE OF NEVADASecretary of StateI hereby certify that this is a true and complete copy of the document as filed in this office.JUN 24 2003/s/ Dean HellerDean HellerBy

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Filed in the office of

Document NumberLOGO

20070453817-27Ross Miller

Filing Date and TimeSecretary of State

07/02/2007 2:40PMState of Nevada

Entity NumberC9542-1999




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|Certificate of Correction (PURSUANT TO NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A) |  | 



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

Certificate of Correction

(Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A)

1. The name of the entity which correction is being made:

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

2. Description of the original document for which correction is being made:

CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL
CORPORATION 8.875% NONCUMULATIVE PERPETUAL SERIES B PREFERRED STOCK

3. Filing date of the original document for which Correction is being made:
JANUARY 18, 2002

4. Description of the inaccuracy or defect

SECTION 4(a) OF THE ORIGINAL CERTIFICATE PROVIDES THAT UPON THE OCCURRENCE OF CERTAIN EVENTS, A SHARE OF STOCK CREATED BY THAT CERTIFICATE WOULD BE AUTOMATICALLY EXCHANGED FOR ONE NEWLY ISSUED SHARE OF
PREFERRED STOCK (EACH A BANK PREFERRED SHARE) OF FIRST REPUBLIC BANK... THAT SECTION FURTHER STATES THAT ...THE BANK SHALL BE UNCONDITIONALLY OBLIGATED TO ISSUE TO SUCH HOLDER IN EXCHANGE FOR EACH SUCH SERIES B PREFERRED
SHARE A CERTIFICATE REPRESENTING ONE BANK PREFERRED SHARE.

5. Correction of the inaccuracy or defect.

THE FIRST SET OF QUOTED LANGUAGE WAS INTENDED TO SAY THAT EACH SHARE OF STOCK CREATED BY THAT CERTIFICATE WOULD BE AUTOMATICALLY EXCHANGED FOR ONE-FORTIETH OF A
NEWLY ISSUED SHARE OF PREFERRED STOCK (EACH A BANK PREFERRED SHARE) OF FIRST REPUBLIC BANK... THE SECOND SET OF QUOTED LANGUAGE WAS INTENDED TO SAY THAT ...THE BANK SHALL BE UNCONDITIONALLY OBLIGATED TO lSSUE TO SUCH HOLDER
IN EXCHANGE FOR EACH SUCH SERIES B PREFERRED SHARE A CERTIFICATE REPRESENTING ONE-FORTIETH OF A BANK PREFERRED SHARE.

6. Signature:



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|LOGO                 |  | CHIEF FINANCIAL OFFICER |  | JUNE 29, 2007
|Authorized Signature |  | Title *                 |  | Date         

If entity is a Corporation, it must be signed byanOfficer if stock has bean
issued, OR an Incorporator or Director if stock has not been issued; a Limited -Liability Company, by a manager or managing members; a Limited Partnership or Limited-Liability Limited Partnership, by a General Partner: a limited-Liability
Partnership, by a Managing Partner; a Business Trust, by a Trustee.

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

This form must be accompanied by appropriate fees.



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LOGO



Filed in the office of

Document NumberLOGO

20070646690-80Ross Miller

Filing Date and TimeSecretary of State

09/21/2007 1:11PMState of Nevada

Entity NumberC9542-1999




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|Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78. 1955) |  | 



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|USE BLACK 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:

8.875% NONCUMULATIVE PERPETUAL SERIES B 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 any Series B 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 B 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.

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

8.875% NONCUMULATIVE PERPETUAL SERIES B 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 8.875% Noncumulative Perpetual Series B 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 second paragraph of Section 2(a) 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 any Series B Preferred Share (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 B 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) of
the Certificate is amended and restated in its entirety as follows:

(a) General. Subject to the terms and conditions of this
Section 4, each Series B Preferred Share will be exchanged automatically for one-fortieth of a 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 the MLFSB is not undercapitalized, the OTS
anticipates that MLFSB may become undercapitalized in the near term (each, an Exchange Event). Upon the



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occurrence of an Exchange Event, each holder of Series B Preferred Shares shall be unconditionally obligated to surrender
to MLFSB the certificates representing each Series B Preferred Share of such holder, and MLFSB shall be unconditionally obligated to issue to such holder in exchange for each such Series B Preferred Share a certificate representing one-fortieth of a
MLFSB Preferred Share. Any Series B 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 B
Preferred Share cannot exchange their Series B 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 B
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 B Preferred Shares exist solely as to the Corporation.

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

(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 B Preferred Shares will be deemed canceled without any further action by the Corporation, all rights of the holders of Series B 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 B 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 B Preferred Shares. Until such replacement stock certificates are delivered (or in the event such replacement
certificates are not delivered), certificates previously representing Series B Preferred Shares shall be deemed for all purposes to represent MLFSB Preferred Shares.

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

(c) Status of
Shares Redeemed; Treatment of Dividends. Any Series B 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 B 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 B 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.



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

(b) Approval of Independent Directors. As long as any Series B 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 B 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 Preferred Stock 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 December 30, 2006, (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 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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