AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF REPUBLIC FIRST BANCORP, INC.
REPUBLIC FIRST BANCORP, Inc., incorporated as a business corporation pursuant to the Business
Corporation Law of the Commonwealth of Pennsylvania (Act of May 5, 1933, P.L. 364, as amended) on
November 16, 1987 (the "Corporation"), wishing to amend and restate its Articles of Incorporation, does hereby
certify as follows:
ARTICLE I - NAME
The name of the Corporation is REPUBLIC FIRST BANCORP, INC.
ARTICLE II - REGISTERED OFFICE
The location and post office address of its registered office in the Commonwealth of Pennsylvania is 1608 Walnut
Street, Philadelphia, Pennsylvania 19103.
ARTICLE III - PURPOSE
The purpose for which the Corporation is incorporated is to have unlimited power to engage in and to do any
lawful act concerning any or all lawful business for which a corporation may be incorporated under the provisions
of the Business Corporation Law of the Commonwealth of Pennsylvania.
The Corporation is incorporated pursuant to the provisions of the Business Corporation Law of the
Commonwealth of Pennsylvania (Act of May 5, 1933, P.L. 364, as amended).
ARTICLE IV - TERM
The term for which the Corporation is to exist is perpetual.
ARTICLE V - CAPITAL STOCK
The aggregate number of capital shares, which the Corporation shall have authority to issue, shall be as follows:
A. 20,000,000 shares of Common Stock with a par value of $.01 per share.
B. 10,000,000 shares of Preferred Stock with a par value of $.01 per share. The Board of Directors of the
Corporation may authorize and issue the unissued shares of Preferred Stock in one or more series by setting or
changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms or conditions of redemption of the Preferred Stock. The Board may reclassify unissued
shares of any series. The authority of the Board of Directors shall include the authority to determine the f