Subject to Completion Preliminary Offering Circular, dated May 19, 2015 OFFERING CIRCULAR FIRST REPUBLIC BANK It a privilege to serve you* Depositary Shares Each Representing a 1140th Interest in a Share of Noncumulative Perpetual Series F Preferred Stock First Republic Bank is offering to sell depositary shares, each representing a 1/40th ownership interest in a share of % Noncumulative Perpetual Series F Preferred Stock, with a liquidation preference of 51,000 per share (equivalent to $25 per depositary share) (the "Series F Prekrred Stock"). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series F Preferred Stock (including dividend. voting, redemption and liquidation rights). You must exercise such rights through the depositary. Dividends on the Series F Preferred Stock will be payable quarterly in arrears when. as and if declared by our board of directors (or a duly authorized committee thereof). at a rate per annum equal to %. If declared, dividends will be paid on the 30th day of each March. June, September and December. or, if any such date is not a business day, the immediately preceding business day, commencing on June 30.2015. Dividends on the Series F Preferred Stock will not be cumulative. If dividends are not declared on the Series F Preferred Stock for payment on any dividend payment date, those dividends will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period. we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series F Preferred Stock arc declared for any future dividend period. We may redeem the Series F Preferred Stock at our option, for cash. (i) either in whole or in pan. from time to time, on or after June 30. 2020. with not less than 30 days' and not more than 60 days' notice. or (ii)