FRCCO First Republic Preferred Capital Corp. - Preferred Stock, Convertible (MM)

On September 21, 2007, First Republic Preferred Capital Corporation’s (the “Registrant”) controlling shareholder, First Republic Bank, a Nevada banking corporation (“First Republic”), merged with and into Merrill Lynch Bank & Trust Co., FSB, a federal stock savings bank (“Merrill Lynch Bank & Trust”) and a subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”), with Merrill Lynch Bank & Trust continuing as the surviving corporation (the “Merger”).

In order to conform to the fiscal year end of Merrill Lynch and Merrill Lynch Bank & Trust, the Board of Directors of the Registrant, a wholly owned subsidiary of Merrill Lynch Bank & Trust, approved an amendment to Section 1.03 of the Bylaws of the Registrant. This amendment changes the fiscal year of the Registrant from a year ending on December 31 to a year ending on the last Friday of each calendar year. The Board of Directors of the Registrant has determined that this change in fiscal year will not require a transition period report.

In connection with the Merger, certain additional amendments to the Bylaws of the Registrant were approved, including a change (i) of the address stipulated for meetings of the shareholders of the Registrant in Section 3.01 of the Bylaws and (ii) from a reference to First Republic to Merrill Lynch Bank & Trust in Article VIII of the Bylaws.

With an effective date of December 28, 2007, the aforementioned amendments to the Bylaws were approved by unanimous written consent of the Registrant’s Board of Directors.

The foregoing description of the amendments to the Bylaws of the Registrant does not purport to be complete and is qualified in its entirety by reference to the copy of the restated Bylaws, which is filed as Exhibit 3(ii) hereto and is incorporated herein by reference.