0001193125-03-012460 Sample Contracts

2,400,000 Shares FIRST REPUBLIC PREFERRED CAPITAL CORPORATION PREFERRED STOCK UNDERWRITING AGREEMENT June 20, 2003
Underwriting Agreement • June 24th, 2003 • First Republic Preferred Capital Corp • Real estate investment trusts • New York

First Republic Preferred Capital Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) 2,400,000 shares of its 7.25% Noncumulative Perpetual Series D Preferred Stock, par value $.01 per share (the “Shares”).

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