Exhibit 4.2


 


THE BANCORP, INC.


and


WILMINGTON TRUST, NATIONAL ASSOCIATION


as Trustee, Paying Agent and Security
Registrar


FIRST SUPPLEMENTAL INDENTURE


Dated as of August 13, 2020


 


 


 




    	 



    	 



    

 





Table of Contents


Page




	ARTICLE 1 DEFINITIONS	1
	1.01   Relation to Base Indenture	1
	1.02   Definition of Terms	1
	1.03   Conflicts with Base Indenture	2
	ARTICLE 2 GENERAL TERMS AND CONDITIONS OF THE NOTES; FORM OF NOTES	2
	2.01   Designation and Principal Amount	2
	2.02   Maturity	3
	2.03   Form, Payment and Appointment of Agents	3
	2.04   Global Note	4
	2.05   Interest	4
	2.06   No Sinking Fund	4
	2.07   Payment of the Notes	4
	ARTICLE 3 REDEMPTION OF THE NOTES	4
	3.01   Optional Redemption	5
	ARTICLE 4 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, OR LEASE	5
	4.01   Merger	5
	4.02   Sale or Issuance of Capital Stock of Principal Subsidiary Bank	5
	ARTICLE 5 EVENTS OF DEFAULT	6
	5.01   Events of Default	6



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	5.02   Acceleration of Maturity; Rescission and Annulment	8
	ARTICLE 6 CERTAIN COVENANTS	8
	6.01   Existence	8
	ARTICLE 7 ISSUE OF NOTES	8
	7.01   Original Issue of Notes	8
	7.02   Further Issues of Notes	8
	ARTICLE 8 IMMUNITY OF STOCKHOLDERS,  EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS	8
	8.01   Indenture and Notes Solely Corporate Obligations	8
	ARTICLE 9 MISCELLANEOUS	9
	9.01   Ratification of Indenture	9
	9.02   Conflict	9
	9.03   Trustee Not Responsible for Recitals; Rights, Protections, Immunities and Indemnities	9
	9.04   New York Law to Govern; Waiver of Jury Trial	9
	9.05   Separability	10
	9.06   Counterparts	10


 


 


 




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THIS FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of August 13, 2020, is between The Bancorp, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”), and Wilmington
Trust, National Association, a national banking association, as Trustee (herein called the “Trustee”).


RECITALS OF THE COMPANY


WHEREAS, the Company has heretofore
executed and delivered a Senior Debt Indenture, dated as of August 13, 2020 (herein called the “Base Indenture”,
and as amended, supplemented and modified by this Supplemental Indenture, the “Indenture”), providing
for the issuance from time to time of series of the Company’s senior notes;


WHEREAS, Section 9.01(9) of the
Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish
the forms or terms of Securities of any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture;


WHEREAS, pursuant to Section 3.01
of the Base Indenture, the Company wishes to provide for the issuance of $100,000,000 aggregate principal amount of a new series
of Securities to be known as its 4.750% Senior Notes due 2025 (herein called the “Notes”), the form and
terms of such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture;
and


WHEREAS, the Company has requested
that the Trustee execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture
a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company and the execution and
delivery of this Supplemental Indenture has been duly authorized in all respects.


NOW, THEREFORE, in consideration
of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE 1

DEFINITIONS


1.01
Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture.


1.02
Definition of Terms. For all purposes of this Supplemental Indenture:


(a)
capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture;


(b)
a term defined anywhere in this Supplemental Indenture has the same meaning throughout;




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(c)
 the singular includes the plural and vice versa;


(d)
headings are for convenience of reference only and do not affect interpretation;


(e)
unless otherwise specified or unless the context requires otherwise, (i) all references in this Supplemental Indenture to
Sections refer to the corresponding Sections of this Supplemental Indenture and (ii) the terms “herein”, “hereof”,
“hereunder” and any other word of similar import refer to this Supplemental Indenture; and


(f)
the following terms have the meanings given to them in this Section 1.02(f):


“Capital Stock”
shall have the meaning set forth in Section 4.02.


“DTC” shall
have the meaning set forth in Section 2.03.


“Global Note”
shall have the meaning set forth in Section 2.04.


“Initial Notes”
shall have the meaning set forth in Section 7.01.


“Interest Payment Date”
shall have the meaning set forth in Section 2.05(b).


“Interest Period”
shall have the meaning set forth in Section 2.05(a).


“Principal Subsidiary Bank”
shall have the meaning set forth in Section 4.02.


“Maturity Date”
shall have the meaning set forth in Section 2.02.


“Voting Stock”
shall have the meaning set forth in Section 4.02.


The terms “Company,”
“Trustee,” “Base Indenture,” “Supplemental Indenture,”
“Indenture,” and “Notes” shall have the respective meanings set forth in the
recitals to this Supplemental Indenture and the paragraph preceding such recitals.


1.03
Conflicts with Base Indenture. In the event that any provision of this Supplemental Indenture expressly limits, qualifies
or conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control with respect to
the Notes.


ARTICLE 2

GENERAL TERMS AND CONDITIONS OF THE NOTES; FORM OF NOTES


2.01
Designation and Principal Amount. The Notes may be issued from time to time upon Company Order for the authentication
and delivery of Notes pursuant to Section 3.03 of the Base Indenture. There is hereby authorized a series of Securities designated
as the 4.750% Senior Notes due 2025 having an initial aggregate principal amount of $100,000,000. The changes, modifications and
supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern
the terms of, the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless
a supplemental




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indenture with respect to such other series of Securities
specifically incorporates such changes, modifications and supplements.


2.02
Maturity. The date upon which the Notes shall become due and payable at final maturity, together with any accrued
and unpaid interest, is August 15, 2025 (the “Maturity Date”).


2.03
Form, Payment and Appointment of Agents. The Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms attached as Exhibit A hereto and shall bear the legend set forth on Exhibit A in lieu
of that set forth in Section 2.04 of the Base Indenture, with such changes therein as the officers of the Company executing the
Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof. Except
as provided in Section 3.05 of the Base Indenture, the Notes will be issued only in book-entry form as Global Securities. Principal
of and interest on the Notes will be payable in global form registered in the name of or held by The Depository Trust Company (“DTC”)
or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such Global
Note. The principal of any certificated Notes will be payable at the office or agency of the Company maintained for such purpose
which shall initially be the principal office of the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attn: The
Bancorp, Inc. Administrator; provided, however, that payment of interest may be made at the option of the Company by check mailed
to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer to an account appropriately
designated by the Person entitled to payment; provided that the Paying Agent shall have received written notice of such account
designation at least five Business Days prior to the date of such payment (subject to surrender of the relevant Note in the case
of a payment of interest on the Maturity Date).


The Company hereby appoints the Trustee
to act as Security Registrar and Paying Agent for the Notes.


The Notes will be issuable and may be
transferred only in minimum denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. The
specified currency of the Notes shall be U.S. Dollars.


Notwithstanding any other provisions
of the Indenture, (i) all payments on Global Notes may be made pursuant to the Applicable Procedures and (ii) any notice required
to be given to Holders of the Notes under the Indenture shall be sufficiently given if given to DTC (or its designee), pursuant
to the Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice.


In any case where any Interest Payment
Date, Redemption Date or Maturity Date of the Notes shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of the Indenture or of the Notes) payment of interest or principal (and premium, if any), need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or the Maturity Date, as the case may be.




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2.04
 Global Note. The Notes shall be issued initially in the form of one or more fully registered Global Securities (each
such Global Security, a “Global Note”) deposited with DTC or its designated custodian or such other Depositary
as any officer of the Company may from time to time designate to the Trustee in writing. Unless and until a Global Note is exchanged
for Notes in certificated form, such Global Note may be transferred, in whole but not in part, and any payments on the Notes shall
be made, only to DTC or a nominee of DTC, or to a successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.


2.05
Interest.


(a)
Interest payable on any Interest Payment Date, Redemption Date or the Maturity Date with respect to the Notes shall be the
amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has
been paid or duly provided for (or from and including the original issue date of August 13, 2020, if no interest has been paid
or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date or Redemption Date or Maturity Date,
as the case may be (each, an “Interest Period”).


(b)
The Notes will bear interest at the rate of 4.750% per annum from August 13, 2020 until the principal of the Notes has been
paid in full or a sum sufficient to pay the principal of the Notes has been made available for payment. Interest on the Notes shall
be payable semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”),
commencing March 15, 2021, to the Persons in whose names the relevant Notes are registered at the close of business on the March
1 and September 1 immediately preceding the applicable Interest Payment Date (each such date, a “Regular Record Date”).


(c)
The amount of interest payable for any Interest Period will be computed on the basis of a 360-day year consisting of twelve
30-day months.


(d)
Interest due on the Maturity Date (whether or not an Interest Payment Date) of any Notes will be paid to the Person to whom
principal of such Notes is payable.


2.06
No Sinking Fund. The Notes are not be subject to repayment at the option of any Holder at any time prior to maturity
and are not entitled to any sinking fund.


2.07
Payment of the Notes. Not later than 10:00 a.m. (New York City time) on each due date of the principal of, premium,
if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient
to pay such principal, redemption payments, premium, if any, and interest so becoming due. All the payments must be in U.S. Dollars.


ARTICLE 3

REDEMPTION OF THE NOTES


The provisions of this Article 3 apply
solely with respect to the Notes and all references to Holders in this Article 3 shall be solely to Holders of the Notes.




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3.01
 Optional Redemption. The Notes are not subject to redemption at the option of the Company at any time except as
described in this Article 3 and Article XI of the Base Indenture (as amended by this Article 3).


On or after the 30th day prior
to the Maturity Date of the Notes, the Notes will be redeemable at the option of the Company in whole or in part at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed plus, in each case, accrued interest to but excluding the
Redemption Date.


If the Company elects to redeem the Notes
pursuant to this Section 3.01, the Company will provide notice of redemption not less than 10 days nor more than 60 days prior
to the Redemption Date to each Holder of Notes to be redeemed in accordance with Section 11.04 of the Base Indenture.


ARTICLE 4

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, OR LEASE


The provisions of this Article 4 apply
solely with respect to the Notes.


4.01
Merger. In addition to the requirements set forth in Section 8.01 of the Base Indenture, the Company shall not consolidate
with or merge into any other Person or convey, transfer, or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer, or lease
its properties and assets substantially as an entirety to the Company if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest
or other encumbrance which would not be permitted by the Indenture, unless the Company or such successor Person, as the case may
be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness
secured thereby.


4.02
Sale or Issuance of Capital Stock of Principal Subsidiary Bank. Except as otherwise provided herein or in Article
VIII of the Base Indenture, the Company shall not, directly or indirectly: (a) sell, assign, pledge, transfer or otherwise dispose
of, or permit to be issued, any shares of Capital Stock of a Principal Subsidiary Bank or any securities convertible into or rights
to subscribe to such Capital Stock, unless, after giving effect to (i) such sale, pledge, assignment, transfer, disposition or
issuance, and (ii) the conversion of such securities into, or exercise of such rights with respect to, such Capital Stock, the
Company will own, directly or indirectly, at least 80% of the outstanding shares of Capital Stock of each class of Capital Stock
of such Principal Subsidiary Bank; or (b) pay any dividend in Capital Stock of a Principal Subsidiary Bank or make any other distribution
in Capital Stock of a Principal Subsidiary Bank, unless the Principal Subsidiary Bank to which the transaction relates, after obtaining
any necessary regulatory approvals, unconditionally guarantees payment of the principal and any premium and interest on the Notes;
provided, however, that the foregoing shall not prohibit any of the following: (1) any dispositions made by the Company or any
Principal Subsidiary Bank of the Company (A) acting in a fiduciary capacity for any Person other than the Company or any Principal
Subsidiary Bank of the Company or (B) to the Company or any wholly-owned Subsidiary; (2) the merger or consolidation of a Principal
Subsidiary Bank with




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and into another Principal Subsidiary Bank; (3) the sale,
assignment, pledge, transfer or other dispositions of shares of Voting Stock of a Principal Subsidiary Bank made by the Company
or any Subsidiary of the Company if: (A) the sale, assignment, pledge, transfer or other disposition is made, in the minimum amount
required by law, to any Person for the purpose of the qualification of such Person to serve as a director; or (B) the sale, assignment,
pledge, transfer or other disposition is made in compliance with an order of a court or regulatory authority of competent jurisdiction
or as a condition imposed by any such court or regulatory authority to the acquisition by the Company or any Principal Subsidiary
Bank of the Company, directly or indirectly, of any other Person; or (C) the sale, assignment, pledge, transfer or other disposition
of Voting Stock or any other securities convertible into or rights to subscribe to Voting Stock of a Principal Subsidiary Bank,
so long as: (i) any such transaction is made for fair market value as determined by the Board of Directors or the board of directors
of the Principal Subsidiary Bank of the Company disposing of such Voting Stock or other securities or rights, and (ii) after giving
effect to such transaction and to any potential dilution, the Company and its wholly-owned Subsidiaries will own, directly or indirectly,
at least 80% of the Voting Stock of such Principal Subsidiary Bank; (4) any Principal Subsidiary Bank from selling additional shares
of Voting Stock to its shareholders at any price, so long as immediately after such sale, the Company owns, directly or indirectly,
at least as great a percentage of the Voting Stock of such Principal Subsidiary Bank as the Company owned prior to such sale of
additional shares; or (5) a pledge made or a lien created to secure loans or other extensions of credit by a Principal Subsidiary
Bank subject to Section 23A of the Federal Reserve Act. As used herein, “Capital Stock” shall mean any
shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated)
the equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity, “Voting
Stock” shall mean stock which ordinarily has voting power for the election of directors, whether at all times or
only so long as no senior class of stock has such voting power by reason of any contingency, and “Principal Subsidiary
Bank” shall mean any subsidiary of the Company that is a bank or trust company organized and doing business under
any state or federal law, the consolidated assets of which constitute 50% or more of the consolidated assets of the Company.


ARTICLE 5

EVENTS OF DEFAULT


5.01
Events of Default. Solely with respect to the Notes, Section 5.01 of the Base Indenture is hereby replaced in its
entirety by the following:


“Section 5.01. Events of Default.
“Event of Default,” wherever used herein with respect to the Notes, means any one of the following events
with respect to the Notes (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


(1)default
in the payment of any interest upon any Note when it becomes due and payable (as extended or deferred), and continuance of such
default for a period of 90 days; or


(2)default
in the payment of the principal of, any premium or sinking fund payment, if any, on any Note at its Maturity; or




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(3)default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture, and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 30% in aggregate principal amount of the Outstanding Notes a written notice
specifying such default or breach and requiring it to be remedied within a specified time after receipt of such notice and stating
that such notice is a “Notice of Default” hereunder; or


(4)the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 90 consecutive days (provided that, if any Person becomes
the successor to the Company pursuant to Article VIII and such Person is organized and validly existing under the law of
a jurisdiction outside the United States, each reference in this Clause (4) to an applicable Federal or State law of a particular
kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such
Person is the successor to the Company hereunder and is so organized and existing); or


(5)the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action
(provided that, if any Person becomes the successor to the Company pursuant to Article VIII and such Person is organized
and validly existing under the law of a jurisdiction outside the United States, each reference in this Clause (5) to an applicable
Federal or State law of a particular kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S.
jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized and existing); or


(6)in
the event a receiver, conservator or similar official is appointed for the Company’s principal banking subsidiary (which,
for the avoidance of doubt, as of the date hereof, is The Bancorp Bank); or




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(7)a
default under a bond, debenture, note or other evidence of indebtedness for money borrowed by the Company that has a principal
amount outstanding that is more than $10.0 million (other than non-recourse indebtedness) under the terms of the instrument under
which the indebtedness is issued or secured, which default has caused the indebtedness to become due and payable earlier than it
would otherwise have become due and payable, and the acceleration has not been rescinded or annulled, or the indebtedness has not
been discharged, or there has not been deposited in trust enough money to discharge the indebtedness, and continuance of such default
or breach for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 30% in aggregate principal amount of the Outstanding Notes a written
notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” under this Indenture.”


5.02
Acceleration of Maturity; Rescission and Annulment. Solely with respect to the Notes, all references in the Base
Indenture to “Section 5.01(4)” and/or “Section 5.01(5)” shall be deemed to also include a reference to
“Section 5.01(6)”.


ARTICLE 6

CERTAIN COVENANTS


6.01
Existence. Section 10.04 of the Base Indenture is hereby deleted in its entirety solely with respect to the Notes.


ARTICLE 7

ISSUE OF NOTES


7.01
Original Issue of Notes. The aggregate principal amount of Notes that initially may be authenticated and delivered
under this Supplemental Indenture (the “Initial Notes”) shall be limited to $100,000,000, subject to
increase as set forth in Section 7.02 of this Supplemental Indenture


7.02
Further Issues of Notes. The Company may from time to time, without notice to or the consent of the Holders of the
Notes, increase the aggregate principal amount of the Notes by issuing additional Notes in the future with the same terms and conditions
as the Initial Notes, except for any differences in the issue date, the issue price and the initial Interest Payment Date,
and with the same CUSIP number as the Initial Notes; provided that if any additional Notes are not fungible with
the Initial Notes for U.S. federal income tax purposes, such additional Notes will be issued under a separate CUSIP number. The
Initial Notes and any additional Notes would rank equally and ratably and would be treated as a single series for all purposes
under the Indenture.


ARTICLE 8

IMMUNITY OF STOCKHOLDERS,

EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS


8.01
Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any stockholder, employee, agent,
officer or director, as such, past,




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present or future, of the Company or of any successor corporation;
it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Supplemental Indenture and the issue of the Notes.


ARTICLE 9

MISCELLANEOUS


9.01
Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent
herein and therein provided; provided, however, that the provisions of this Supplemental Indenture apply solely with respect
to the Notes.


9.02
Conflict. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required
to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act of 1939, as amended, such required
provision shall control.


9.03
Trustee Not Responsible for Recitals; Rights, Protections, Immunities and Indemnities. The recitals in this Supplemental
Indenture are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes. The Trustee
shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisions
contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable
in respect of the Notes and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.


9.04
New York Law to Govern; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SAID STATE. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


The Company irrevocably
consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit
or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with the
Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the
Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid,
hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and
unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.




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The Company irrevocably
and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture or the Notes
brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York
City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.


9.05
Separability. In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes
shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes,
but this Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


9.06
Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic
format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes. The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act
and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or
the Uniform Commercial Code; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures
approved by such Trustee, except such acceptance shall not be unreasonably withheld or delayed. The Company agrees to assume all
risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third
parties.


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]


 




    	10 



    	 



    

IN WITNESS WHEREOF, the parties hereto
have caused this First Supplemental Indenture to be duly executed, as of the day and year first written above.


	 	THE BANCORP, INC.
	 	 	 	 
	 	By:	/s/ Damian Kozlowski	 
	 	Name:	Damian Kozlowski	 
	 	Title:	Chief Executive Officer and President	 


 


 


 


 


 


 


 


 


 


 


 


[The Bancorp, Inc. —Signature Page to First Supplemental
Indenture]


 


 




    	 



    	 



    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 	 
	 	as Trustee
	 	 	 	 
	 	By:	/s/ Michael Wass	 
	 	Name:	Michael Wass	 
	 	Title:	Vice President	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[The Bancorp, Inc. —Signature Page to First Supplemental
Indenture]


 


 




    	 



    	 



    

EXHIBIT A


Form of Note


THIS NOTE IS AN UNSECURED DEBT OBLIGATION OF THE BANCORP,
INC. (THE “COMPANY”). THIS NOTE IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BANCORP, INC., AS ISSUER, OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




    	A-1 



    	 



    

 


THE BANCORP, INC.


4.750% SENIOR NOTES DUE 2025


	No. [1]	U.S.$	 


CUSIP NO. 05969AAA3


ISIN NO. US05969AAA34


The Bancorp, Inc., a Delaware corporation (herein called
the “Company”, which term includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of _____________
United States Dollars (as may be increased or decreased as reflected on the Schedule
of Increases and Decreases in Global Security attached hereto) on August 15, 2025 and all accrued and unpaid interest thereon on
August 15, 2025, or if such day is not a Business Day, the following Business Day. The Company further promises to pay interest
on said principal sum from and including August 13, 2020, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semiannually in arrears on March 15 and September 15 in each year (each an “Interest
Payment Date”), commencing March 15, 2021 at the rate of 4.750% per annum, computed for any full semiannual period
on the basis of a 360-day year of twelve 30-day months and computed for any partial semiannual period on the actual days elapsed
during such period, until the principal hereof is due, and at the rate of 4.750% per annum on any overdue principal amounts, and,
to the extent permitted by law, on any overdue interest.


The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on March 1 or September 1, as the case may be, of each year
(whether or not a Business Day) (each such date, a “Regular Record Date”). Interest on the Outstanding
Notes payable at maturity will be payable to the persons to whom principal is payable. Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, with notice
thereof to be given by the Trustee to Holders of Notes not less than 10 days prior to the Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any automated quotation system or securities exchange
on which the Notes may be quoted or listed, and upon such notice as may be required by such system or exchange, all as more fully
provided in the Indenture.


All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the Indenture.


Payment of principal and interest shall be made at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company as may be designated by the Company for such purpose,
in such coin or currency of the United States of America as at the time of payment is




    	A-2 



    	 



    

legal tender for the payment of public and private debts,
by Dollar check drawn on, or transfer to, a Dollar account. Payments of interest on this Note may be made by Dollar check, drawn
on a Dollar account, mailed to the address of the Person entitled thereto as such address shall appear in the Security Register,
or, upon written application by the Holder to the Security Registrar setting forth wire instructions not later than the relevant
Regular Record Date, by transfer to a Dollar account.


Except as specifically provided herein and in the Indenture,
the Company shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed
by any government or any political subdivision or taxing authority thereof or therein.


Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.


Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


[Signature Page Follows]


 


 


 


 


 


 


 


 




    	A-3 



    	 



    

IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed and delivered.


	 	THE BANCORP, INC.
	 	 	 	 
	 	 	 	 
	 	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 


(Trustee’s Certificate of Authentication)


This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	 	 
	Dated:	By:  	 
	 	 	Authorized Signatory


 


 


 


 


 


 




    	A-4 



    	 



    

[FORM OF REVERSE SIDE OF THE NOTE]


This Note is one of a duly authorized issue of senior debt
securities of the Company designated as its “4.750% Senior Notes due 2025” (the “Notes”).
This Note is a “Security” and the Notes are “Securities” under the Indenture (as defined below). The Notes,
taken together, are initially limited in aggregate principal amount to U.S.$ issued and are to be issued under an Indenture,
dated as of August 13, 2020 (herein called the “Base Indenture”), between the Company and Wilmington
Trust, National Association, as Trustee (the “Trustee”, which term includes any successor trustee under
the Base Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of August 13, 2020 between the Company
and the Trustee (the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the
Supplemental Indenture, the “Indenture”), to which Indenture and all applicable indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a
like aggregate principal amount of Notes of any authorized denominations as requested by the Holder surrendering the same upon
surrender of the Note or Notes to be exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon such surrender by
the Holder will issue the new Notes in the requested denominations.


On or after July 15, 2025, the Notes will be redeemable in
whole or in part at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus in each case accrued
interest to but excluding the Redemption Date.


The Notes are not be subject to repayment at the option of
any Holder at any time prior to maturity and are not entitled to any sinking fund.


The Notes are unsecured and rank equally with all of the
Company’s other unsecured and unsubordinated indebtedness.


The Notes are issuable only in registered form without coupons
in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.


The Company may, without consent of the Holders of the Notes,
increase the aggregate principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions
as the Notes, except for any difference in the issue price and initial Interest Payment Date, and with the same CUSIP number as
the Notes. The Notes and any additional Notes issued by the Company would rank equally and ratably and would be treated as a single
series for all purposes under the Indenture.


In any case where the due date for the payment of the principal
of or interest on any Note at any Place of Payment, as the case may be, is not a Business Day, then payment of principal or interest
need not be made on or by such date at such place but may be made on or by the next succeeding Business Day, with the same force
and effect as if made on the date for such payment, and no interest shall accrue on the amount so payable for the period after
such date.




    	A-5 



    	 



    

If an Event of Default shall occur and be continuing, the
principal of all the Notes, together with accrued interest to the date of declaration, may be declared due and payable in the manner
and with the effect provided in the Indenture.


The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of a majority
in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note or such other Note.


As provided in and subject to the provisions of the Indenture,
the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default, the Holders of not less than 30% in aggregate principal amount of the Outstanding Notes
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee indemnity satisfactory to it and the Trustee shall not have received from the Holders of a majority in aggregate principal
amount of the Outstanding Notes a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by any Holder of this Note for the enforcement of any payment of principal of or interest on this Note or after the respective
due dates expressed herein.


No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.


The Notes will be subject to defeasance and covenant defeasance
pursuant to Sections 12.02 and 12.03 of the Base Indenture.


As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security Register upon surrender of this Note for registration
of transfer at the Corporate Trust Office of the Trustee or at such other office or agency of the Company as may be designated
by it for such purpose (which shall initially be an office or agency of the Trustee), or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees by the Security Registrar. No service charge shall be made for any such registration




    	A-6 



    	 



    

of transfer or exchange, but the Company may require payment
of a sum sufficient to recover any tax or other governmental charge payable in connection therewith.


Prior to due presentation of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered, as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


No recourse for the payment of the principal of or interest
on this Note and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary, as such, past, present or future, of the Company
or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of consideration for the issue hereof, expressly waived and released.


THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the Indenture.


 


 




    	A-7 



    	 



    

 


ASSIGNMENT FORM


FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto





 






[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE]





 






[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]


the within book-entry Security, and all rights thereunder,
hereby irrevocably constituting and appointing _______________________________________________ attorney to transfer such security
on the books of the Company, with full power of substitution in the premises.


	Your Signature: 	 
	Your Name:  	 
	Date:  	 


 


		NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the within book-entry Security in
every particular without alteration or enlargement or any change whatsoever.



 


 


 


SIGNATURE GUARANTEE


 


Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of e Security Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program ("ST AMP") or such other "signature guarantee program" as may be determined by the
Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.


 


 


 


 


 




    	A-8 



    	 



    

 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
SECURITY


The initial principal amount of this
Global Security is $100,000,000. The following increases and decreases in this Global Security have been made:


 


	 	 	 	 	 	 	 	 	 
	Date of Increase or Decrease	 	
        Amount of

        increase in

        Principal Amount

        of this Global

        Security
	 	
        Amount of

        decrease in

        Principal Amount

        of this Global

        Security
	 	
        Principal Amount

        of this Global

        Security following

        each decrease or

        increase
	 	
        Signature of

        authorized

        signatory of

        Trustee



 


 


 


 


 


 






    	A-9