S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under THE SECURITIES ACT OF 1933

International Bancshares Corporation

(Exact name of registrant as specified in its charter)

Texas	74-2157138
(State or other jurisdiction of	(I.R.S. Employer Identification
incorporation or organization)	No.)

1200 San Bernardo Avenue, Laredo, Texas 78042-1359

(Address of Principal Executive Offices) (Zip Code)

2012 International Bancshares Corporation Stock Option Plan

(Full title of the plan)

Dennis E. Nixon,

Chairman of the Board and President,

International Bancshares Corporation

1200 San Bernardo Avenue,

Laredo, Texas 78042-1359

(956) 722-7611

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Cox Smith Matthews Incorporated

112 East Pecan, Suite 1800

San Antonio, Texas 78205

Attn: Cary Plotkin Kavy

(210) 554-5500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

x Large accelerated filer o Accelerated filer o Non-accelerated filer(Do not check if a smaller
reporting company) o Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount to be registered	Proposed maximum offering priceper share	Proposed maximum aggregate offeringprice	Amount ofregistration fee
Common Stock, $1.00 par value	800,000 shares (1)	$19.36 (2)	$15,488,000 (2)(3)	$1,774.92

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement is deemed to include an indeterminable amount of additional shares of the Common Stock of International Bancshares Corporation that may become issuable under the terms of the 2012 International Bancshares Corporation Stock Option Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction.

(2)This estimate is made solely for the purpose of determining the amount of the registration fee.

(3)As to the 800,000 shares which may be issued pursuant to the Plan, the maximum price calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, is $19.36, which is the average of the high and low prices reported on the Nasdaq Stock Market on September 12, 2012.  This price is used solely for the purpose of calculating the registration fee.

EXPLANATORY STATEMENT

International Bancshares Corporation, a Texas corporation (the “Company”), hereby files this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission on September 18, 2012 for the purpose of registering 800,000 shares of common stock, par value $1.00 per share (the “Common Stock”) for issuance under the 2012 International Bancshares Corporation Stock Option Plan (the “Plan”).

The Plan will replace the 2005 International Bancshares Corporation Stock Option Plan (the “2005 Plan”), which will be terminated, for purposes of granting further options.  As of April 2, 2012, options for approximately 35,886 shares of stock remained eligible for grant under the 2005 Plan.  The adoption of the Plan will not affect the terms of any outstanding options under the 2005 Plan, and such outstanding options will continue to be governed by the terms of the 2005 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 424 and Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “Commission”) by International Bancshares Corporation, a Texas corporation (the “Company” or “Registrant”), are incorporated herein by reference:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission on February 27, 2012.

(b)The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the Commission on May 7, 2012.

(c)The Company’s Current Report on Form 8-K dated February 27, 2012 filed with the Commission on February 27, 2012.

(d)The Company’s Current Report on Form 8-K dated March 22, 2012 filed with the Commission on March 22, 2012.

(e)The Company’s Current Report on Form 8-K dated April 4, 2012 filed with the Commission on April 4, 2012.

(f)The Company’s Current Report on Form 8-K dated May 7, 2012 filed with the Commission on May 7, 2012.

(g)The Company’s Current Report on Form 8-K dated May 21, 2012 filed with the Commission on May 23, 2012.

(h)The Company’s Current Report on Form 8-K dated July 11, 2012 filed with the Commission on July 11, 2012.

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(i)The Company’s Current Report on Form 8-K dated August 6, 2012 filed with the Commission on August 6, 2012.

(j)The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August 6, 2012.

(k)   The Company’s Current Report on Form 8-K dated September 17, 2012 filed with the Commission on September 17, 2012.

(h)The description of the Company’s Common Stock is contained in the Company’s Registration Statement filed pursuant to Section 12 of the Exchange Act and is incorporated in this Registration Statement by reference, including an subsequent amendments or reports filed for the purpose of updating such description.

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, no document or exhibit to a document, or any portion thereof, that is furnished to the Commission but not filed with the Commission shall be incorporated or deemed to be incorporated by reference in this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Article XI of the Company’s Articles of Incorporation (the “Articles”) provides for the elimination or limitation of personal liability of directors to the fullest extent permitted by Texas law.  Section 7.001(b) of the Texas Business Organizations Code (the “TBOC”) allows a Texas corporation, by applicable provision in its chartering document, to eliminate or limit the liability of a director for monetary damages for an act or omission by the person in the person’s governing capacity as a director; provided, however, that no elimination or limitation of liability is permitted to the extent such person is found liable for: (i) a breach of the person’s duty of loyalty, if any, to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty to the corporation or involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the person received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties; or (iv) an act or omission for which the liability of a governing person is expressly provided by an applicable statute.

Article IX of the Articles provides that the Company shall indemnify, to the fullest extent permitted by Texas law, any person who was, is, or is threatened to be named a defendant or respondent to an action, suit or proceeding by reason of the fact that such person (i) is or was a director or an officer of the Company or (ii) while a director or officer of the Company, is or was serving at the request of the Company as a director, officer or agent.  Sections 8.101 and 8.105 of the TBOC provide that a corporation may so indemnify a director, former director, officer or other delegate who was, is, or is threatened to be made a respondent in a proceeding if it is determined, pursuant to the manner for determination provided in

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Section 8.103 of the TBOC, that the person: (i) acted in good faith; (ii) reasonably believed: (a) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests and (b) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (iii) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful.  Section 8.103 of the TBOC provides that such determination must be made by: (i) a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether such directors constitute a quorum; (ii) a majority vote of a committee of the board of directors of the corporation designated by a majority of disinterested and independent directors and which is composed solely of disinterested and independent directors; (iii) special legal counsel selected by the board of directors or a committee of the board of directors by a vote in accordance with (i) or (ii) above; (iv) a vote of the shareholders of the corporation, excluding the vote of directors who are not independent or disinterested; or (v) a unanimous vote of the shareholders of the corporation.  In addition, Section 8.151 of the TBOC permits a corporation to purchase insurance to indemnify or hold harmless an existing or former director, officer or agent, against any liability asserted against such person or arising out of the person’s status as a director, officer or agent.  The By-laws of the Company (the “By-laws”) permit the Company to purchase and maintain directors’ and officers’ insurance policies intended to insure against the risk of such liability; however, to date, the Company has not purchased such an insurance policy.

In addition to permitted indemnification, Section 8.051 of the TBOC provides for mandatory indemnification of directors, former directors, and delegates of a corporation for reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a director or delegate and the person is wholly successful, on the merits or otherwise, in the defense of the proceeding.

Section 8.104 of the TBOC allows a corporation to provide in its governing documents that any director or delegate who was, is, or is threatened to be made a respondent in a proceeding may be advanced or reimbursed reasonable expenses incurred in such proceeding, provided that the person deliver to the corporation: (i) a written affirmation by the person of the person’s good faith belief such person has met all the standards of conduct for indemnification under Chapter 8 of the TBOC and (ii) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met such standards or that indemnification is prohibited by Section 8.102 of the TBOC.  The By-laws permit the advancement of expenses in the manner permitted by Section 8.104 of the TBOC.

The rights to indemnification and advancement of expenses contained in the Articles and By-laws are specifically deemed to be contract rights of the persons so indemnified and may be enforced through any means available to enforce contract rights in Texas.

The above description of the effect of the provisions of the TBOC, the Articles, and the By-laws on the indemnification, insurance, and availability of advanced expenses to directors, officers and other agents of the Company is not intended to be exhaustive and is qualified in its entirety by the TBOC, the Articles, and the By-laws.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Index to Exhibits is hereby incorporated by reference.

Item 9. Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laredo, State of Texas, on the 18th day of September, 2012.

INTERNATIONAL BANCSHARES CORPORATION
(Registrant)
By:	/s/ Dennis E. Nixon
	Dennis E. Nixon, President and Chief Executive Officer

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POWER OF ATTORNEY

We, the undersigned officers and directors of International Bancshares Corporation hereby severally constitute and appoint Dennis E. Nixon, our true and lawful attorney with full power to him, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, any other Registration Statement related to the same offering, and any and all amendments (including post-effective amendments) to the Registration Statement, and generally to do all things in our name and behalf in the capacities indicated below to enable International Bancshares Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements to the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Name and Title	Date
/s/ Dennis E. Nixon	President, Chief Executive Officer (Principal Executive	September 18, 2012
Dennis E. Nixon	Officer), and Director
/s/ R. David Guerra	Vice President and Director	September 18, 2012
R. David Guerra
/s/ Imelda Navarro	Treasurer (Principal Financial Officer)	September 18, 2012
Imelda Navarro
/s/ Irving Greenblum	Director	September 18, 2012
Irving Greenblum
/s/ Daniel B. Hastings, Jr.	Director	September 18, 2012
Daniel B. Hastings Jr.
/s/ Douglas B. Howland	Director	September 18, 2012
Douglas B. Howland
/s/ Sioma Neiman	Director	September 18, 2012
Sioma Neiman
/s/ Peggy J. Newman	Director	September 18, 2012
Peggy J. Newman
/s/ Larry A. Norton	Director	September 18, 2012
Larry A. Norton
/s/ Leonardo Salinas	Director	September 18, 2012
Leonardo Salinas
/s/ Antonio R. Sanchez, Jr.	Director	September 18, 2012
Antonio R. Sanchez, Jr.

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INDEX TO EXHIBITS

4.1Articles of Incorporation of International Bancshares Corporation are incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Commission on June 20, 1995 (SEC File No. 000-09439), as amended on Exhibit 3(c) of the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 31, 1999 (SEC File No. 000-09439), and as further amended on Exhibit 3(d) the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 31, 2003 (SEC File No. 000-09439), and as further amended on Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 20, 2005 (SEC File No. 000-09439), and as further amended on Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on December 19, 2008 (SEC File No. 000-09439).

4.2Amended and Restated By-Laws of International Bancshares Corporation are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2009 (SEC File No. 000-09439).

5.1Legal Opinion of Cox Smith Matthews Incorporated (filed herewith).

10.1Form of Incentive Stock Option Agreement for the 2012 International Bancshares Corporation Stock Option Plan.

10.2Form of International Bancshares Corporation Non-Disclosure and Non-Solicitation Agreement.

23.1Consent of Cox Smith Matthews Incorporated (included in Exhibit 5.1).

23.2Consent of McGladrey LLP (filed herewith).

24.1Powers of Attorney (included on signature page to this Registration Statement).

99.12012 International Bancshares Corporation Stock Option Plan is incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A filed with the Commission on April 20, 2012.

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EX-5.1

EXHIBIT 5.1

OPINION OF COX SMITH MATTHEWS INCORPORATED

September 18, 2012

coxsmith.com

210.554.5500

International Bancshares Corporation

1200 San Bernardo Avenue,

Laredo, Texas 78042-1359

Re:Registration Statement on Form S-8 for the 2012 International Bancshares Corporation Stock Option Plan

Ladies and Gentlemen:

We have acted as counsel to International Bancshares Corporation, a Texas corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to an aggregate of 800,000 shares (the “Shares”) of the common stock, par value $1.00 per share (“Common Stock”), of the Company.  The Shares are issuable pursuant to the 2012 International Bancshares Corporation Stock Option Plan (the “Plan”).

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.  In making our examination of documents executed or to be executed, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, by such parties, and the execution and delivery by such parties of such documents.  As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

We have examined and are familiar with originals or copies, the authenticity of which have been established to our satisfaction, of all such documents, corporate records, certificates of officers of the Company and public officials, and other instruments as we have deemed necessary to express the opinions hereinafter set forth.  In expressing our opinions herein, we express no opinion as to compliance with federal and state securities laws.

The opinions expressed herein are limited to the laws of the State of Texas and the federal laws of the United States that are applicable to the Registration Statement.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares will have been duly authorized and legally issued and will constitute fully paid and nonassessable shares of Common Stock of the Company when issued in accordance with the Plan.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, the general rules and regulations of the Commission promulgated thereunder or any similar provision of any state securities laws or regulations.

Very truly yours,
COX SMITH MATTHEWS INCORPORATED
By:	/s/ Cary Plotkin Kavy
	Cary Plotkin Kavy
	For the Firm

EX-10.1

EXHIBIT 10.1

FORM OF INCENTIVE STOCK OPTION AGREEMENT

FOR THE 2012 INTERNATIONAL BANCSHARES CORPORATION STOCK OPTION PLAN

INTERNATIONAL BANCSHARES CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the        day of                   , 2012, by and between INTERNATIONAL BANCSHARES CORPORATION, a Texas corporation (the “Company”), and                                  (the “Participant”), an employee of the Company or one of the subsidiary banks of the Company.

WHEREAS, the Board of Directors of the Company adopted the 2012 International Bancshares Corporation Stock Option Plan (the “Plan”) on April 2, 2012, which Plan was approved by the shareholders of the Company on May 21, 2012;

WHEREAS, the Company has developed the Plan to provide select valuable employees with the opportunity to become part owners of the Company and to thereby provide the Participants with an additional incentive to contribute to and benefit from the long-term growth, increased value of the goodwill and profitability of the Company;

WHEREAS, a copy of the Plan has been provided to the Participant; and

WHEREAS, the Stock Option Plan Committee (the “Committee”), appointed by the Board of Directors of the Company to administer the Plan, has determined that the Participant is eligible to receive an option to purchase shares of common stock, par value $1.00 per share (“Common Stock”), of the Company;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.Grant of Option.

Subject to the terms and conditions hereinafter set forth, the Company hereby grants to the Participant the right to purchase, during the period specified in Section 2 hereof,                                    (            ) shares of Common Stock (such shares of Common Stock being hereinafter referred to as the “Shares”) at a price of                                              ($          ) per Share (the “Option Price”), in accordance with the terms of this Agreement and the Plan (such right being hereinafter referred to as the “Option”).  This Option is intended to qualify as an incentive stock option as defined under the Code.  The Committee, exercising good faith, has determined that the Option Price is equal to at least one hundred percent (100%) of the Fair Market Value (as defined in the Plan) of each Share on the date hereof or, in the case of the Participant (a “Controlling Participant”) owning more than ten percent (10%) of the Common Stock or more than ten percent (10%) of the voting stock of a Subsidiary (as defined in the Plan), the Option Price is equal to one hundred ten percent (110%) of the Fair Market Value of each Share on the date hereof  Upon the expiration of the Option, the Participant shall have no further rights in or under the Option or to the Shares which shall not have been purchased by such time pursuant to the Option.

2.Duration of Option.

A.The Option shall be effective during the period commencing as of the date hereof and ending on the earliest of:

(i)the date all of the Shares are purchased pursuant to the terms of this Agreement or are surrendered to the Company pursuant to Section 3E or Section 5 hereof, or the Option is cancelled, exchanged or replaced pursuant to Section 4B;

(ii)the day immediately preceding that date that is nine (9) months from the date of Participant’s termination of employment with the Company as a result of the permanent disability or death of the Participant;

(iii)the day immediately preceding that date that is one (1) month from the date of Participant’s termination of employment with the Company as a result of the termination of the Participant’s employment by the Company other than for Good Reason;

(iv)immediately upon the Participant’s termination of employment by the Company for Good Reason or the resignation of employment by the Participant;

(v)the day immediately preceding that date that is three (3) months from the date that the Participant’s responsibilities or duties with the Company, as may be determined by the Company’s management, have been substantially reduced; or

(vi)At 5:00 p.m. on the tenth anniversary of the date of grant of the Option, except incentive stock options granted to 10% shareholders which shall be exercisable only until the fifth anniversary of the date of grant of the Option.

Upon the expiration of the Option, the Participant shall have no further rights in or under the Option or to the Shares which shall not have been purchased by such time pursuant to the Option.  Notwithstanding the foregoing, the Committee may, in its sole discretion, extend the duration of the Option beyond the expiration date set forth above by giving written notice to such effect to the Participant, in which event the Option shall terminate in full on the last day of such extended term.

B.For all purposes of this Agreement:

(i)Termination of the Participant’s employment shall mean the Participant’s termination of employment with the Company for any reason whatsoever, including, without limitation, death, permanent disability, retirement, voluntary termination, dismissal for or not for Good Reason or resignation.  Absence on leave, if approved by an executive officer of the Company prior to such leave, shall not be considered a termination of employment for any purpose under the Option to the extent that such absence does not constitute an interruption or termination of the status of the Participant as an “employee” under Section 1.421-7(h) of the Regulations under the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of successor Regulations.

(ii)The term “permanent disability” shall mean disability caused by accident, illness or insanity resulting in the inability, for a period of three (3) substantially consecutive months, of the Participant fully to perform the duties as an employee of the Company which the Participant was performing prior to such disability and which will cause the Participant to be “permanently and totally disabled” as defined by Section 22(e) (3) of the Code and corresponding provisions of successor statutes.

(iii)Termination of employment for “Good Reason” shall mean termination of the Participant’s employment by the Company (i) upon failure of the Participant to satisfactorily perform his responsibilities and duties as prescribed and amended from time to time, (ii) upon the Participant being charged with an act punishable by imprisonment or committing an act of moral turpitude, (iii) upon the engaging of the Participant in conduct which is detrimental to the Company’s reputation, character or standing or otherwise injurious to the Company, monetarily or otherwise, including, but not limited to, embezzlement, fraud, theft, dishonesty, misfeasance, malfeasance, neglect of duties, incompetence and insubordination, (iv) upon any violation by the Participant of the policies and procedures promulgated from time to time by the Company, or (v) at any time after the Participant shall have given notice of termination of, or the Company reasonably believes the Participant intends to terminate, his or her employment with the Company for any reason (other than any written notice of termination given at least three (3) months in advance of the contemplated date of termination set forth in such written notice).

(iv)In the event of a dispute between the Participant and the Company as to whether the Participant has been terminated by the Company for Good Reason or whether there has been a substantial reduction in the Participant’s responsibilities or duties with the Company, the decision of the Committee with respect to such matter, determined in good faith, shall be final and conclusive and binding on the Participant.

3.Exercise of Option.

A.Subject to the provisions of Section 2 hereof regarding the duration of the Option and Section 4 hereof regarding accelerated vesting, the Option may be exercised by the Participant as follows:

5% on the second anniversary of the date of grant of the Option;

10% on the third anniversary of the date of grant of the Option;

15% on the fourth anniversary of the date of grant of the Option;

20% on the fifth anniversary of the date of grant of the Option;

25% on the sixth anniversary of the date of grant of the Option;

25% on the seventh anniversary of the date of grant of the Option.

Any portion of the Option eligible to be exercised by the Participant and not previously exercised may be exercised during the duration of the Option as set forth in Section 2 hereof. Subject to the other provisions of the Option, the Participant’s right to exercise the Option shall accrue as set forth above and if such accrual is in installments, said installments shall be cumulative (i.e., once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time during the duration of the Option as set forth in Section 2).  Notwithstanding any provision in this Agreement to the contrary and subject to the accelerated vesting pursuant to the following sentence and Section 4 hereof, if the Participant ceases to be an employee of the Company for any reason, or there is a substantial reduction in the responsibilities or duties of the Participant as contemplated in clause (v) of Section 2A hereof, the Participant shall have no rights with respect to the portion of the Option that is not then vested and the unvested portion of the Option shall be automatically forfeited. Notwithstanding the foregoing sentence, in the event that the Participant has continuously been an employee for the entire fifteen (15) year period immediately preceding his death, the Option shall become fully exercisable upon the death of the Participant.

Notwithstanding anything contained in this Agreement to the contrary, the Option may be exercised only in amounts of one hundred (100) Shares or whole multiples thereof; provided, however, that such restriction shall not apply to the purchase by the Participant of all Shares which are the subject of the Option which have not previously been purchased by the Participant and which the Participant shall be otherwise entitled to purchase.  The Option may be exercised only if compliance with all applicable federal and state securities laws can be effected and only by (i) the Participant’s completion, execution and delivery to the Company of a notice of exercise and “investment letter” (if required by the Company) as supplied by the Company, (ii) the payment to the Company, as provided in Section 3C hereof, of an amount equal to the amount obtained by multiplying the Option Price by the number of Shares being purchased pursuant to such exercise, as shall be specified by the Participant in such notice of exercise, (iii) the payment of any amounts owing pursuant to Section 6B.  Notwithstanding anything contained in this Agreement to the contrary, it is a specific condition to the grant and exercise of this Option that the Participant has executed and delivered to the Company the International Bancshares Corporation Non-Disclosure and Non-Solicitation Agreement.  The Option may be exercised only if Participant is in strict compliance with the terms of such Agreement at the time of the exercise of the Option.

Except in the event of the death of the Participant, in which event the Participant’s estate, executors or administrators, or personal or legal representatives may exercise the Option in accordance with the terms of Section 3B hereof, the Option or any of the rights thereunder may be exercised by the Participant or a permitted transferee only and may not be transferred or assigned in whole or in part, whether voluntarily, involuntarily or by operation of law (including, without limitation, the laws of bankruptcy, intestacy, descent and distribution and succession) or on an absolute or contingent basis; provided, however, the Committee may, in its sole discretion, approve a transfer of the Option by will or the laws of descent and distribution.  Any permitted transferee desiring to exercise the Option shall be required, as a condition to the exercise of the Option, to furnish to the Company such documentation as the Company shall deem satisfactory to evidence the authority of such person to exercise the Option.

B.In the event of the death of the Participant at such time that the Participant shall possess the Option pursuant to the terms of this Agreement, the Participant’s estate, executors or administrators, or personal or legal representatives shall be entitled, for a period of nine (9) months following the date of the Participant’s death, to exercise the Option, but only to the extent that the Participant was entitled to exercise the Option on the date of such death.  Any person so desiring to exercise the Option shall be required, as a condition to the exercise of the Option, to furnish to the Company such documentation as the Company shall deem satisfactory to evidence the authority of such person to exercise the Option on behalf of the Participant’s estate.  In the event of the exercise of the Option by the Participant’s estate, executors or administrators, or personal or legal representatives, all references herein to the Participant shall, to the extent applicable, be deemed to refer to and include such estate, executors or administrators, or personal or legal representatives, as the case may be.

C.Payment of the amount determined pursuant to Section 3A hereof shall be made in cash and/or by surrender by the Participant of a sufficient number of shares of the Common Stock (previously acquired by the Participant) at a price determined by an established market or, if the Common Stock is not publicly traded, by the Committee.

D.Upon the exercise of the Option by the Participant, or as soon thereafter as is practicable, the Company shall issue and deliver to the Participant a certificate or certificates evidencing such number of Shares as the Participant has so elected to purchase. Such certificate or certificates shall be registered in the name of the Participant and, if applicable, shall bear any legend the Committee may deem appropriate under any federal or state securities law, rule or regulation and, if applicable, a legend referring to the restrictions provided hereunder and under the Plan and any legend required by the Texas Business Organizations Code that the Committee may deem appropriate.  Upon the exercise of the Option and the issuance and delivery of such certificate or certificates, the Participant shall have all the rights of a shareholder with respect to such Shares and to receive all dividends or other distributions paid or made with respect thereto; provided, however, that such Shares shall be subject to the restrictions hereunder and in the Plan.  In the event of a merger or consolidation to which the Company is a party (other than as the surviving entity), or of any other acquisition of a majority of the outstanding shares of Common Stock of the Company, or of any transfer of all or substantially all of the assets of the Company, a determination as to whether the stock of the acquiring company so received (if any) shall be subject to the restrictions set forth in this Agreement shall be made solely by the acquiring company.

E.The Committee may, in its sole discretion and upon such terms and conditions as it deems appropriate, accept the surrender by the Participant of the Participant’s right to exercise the Option, in whole or in part, and authorize a payment in consideration therefor of an amount equal to the difference obtained by subtracting the Option Price of the Shares which are the subject of such surrendered Option from the Fair Market Value of the Shares which are the subject of such surrendered Option on the date of such surrender (such amount not to be less than zero), such payment to be in cash.

4.Change of Control.

A.The Option shall automatically become fully exercisable upon the occurrence of a Change of Control, provided that (i) the Participant is an employee of the Company as of the date of the occurrence of a Change of Control , (ii) prior to the date of the occurrence of the Change of Control, there has not been a substantial reduction in the duties or responsibilities of the Participant as contemplated in clause (v) of Section 2A hereof, and (iii) the Participant did not initiate the event that resulted in the occurrence of such Change of Control in a capacity other than as an officer or director of the Company.

B.In the event of a Change of Control (i) the purchaser(s) of the Company’s stock or assets may, in his, her or its discretion, deliver to the Participant the same kind of consideration that is delivered to the shareholders of the Company as a result of such Change in Control, or the Committee may, in its discretion, cancel the Option in exchange for consideration in cash, shares of stock or other securities of any such purchaser, which consideration in both cases shall be equal in value to the value of any cash, shares of stock or other securities the Participant would have received had the Option been fully exercised (to the extent then vested and exercisable, after giving effect to Section 4A and no disposition of the shares of Stock acquired upon such exercise been made prior to such Change in Control, less the aggregate Option Price therefor or (ii) the purchaser(s) of the Company’s assets or stock may, in his, her or its discretion, assume the Option or replace the Option with a comparable Option to purchase shares of capital stock of any successor corporation or affiliate thereof.  Upon any such Option cancellation by the Committee, the Option (including any vested or unvested portion thereof) and all rights of the Participant hereunder shall immediately terminate and be of no further force and effect.  The value of the cash, stock or other securities the Participant would have received if the Option had been exercised shall be determined in good faith by the Committee.

5.Changes in Capital Structure of the Company.

Subject to any required action by the shareholders of the Company and the provisions of the Texas Business Organizations Code, in the event that the outstanding shares of Company Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, recapitalization, reclassification, combination of shares, stock split-up, or stock dividend, or similar event affecting the Company, the corresponding proportionate adjustments shall be made to the number, the Option Price and the kind of shares or property subject to each outstanding grant unless the Committee, in its sole discretion, determines such adjustments are not appropriate or advisable.

6.Notice of Termination; Recovery of Option Gains in Certain Events.

A.  The Participant acknowledges that in the event the Participant terminates his or her employment with the Company for any reason, the Company will expend substantial resources, including without limitation, spending significant time and effort to seek, recruit, hire and/or train a satisfactory replacement(s) for the Participant’s position to transition the Participant’s duties and responsibilities, and to otherwise prepare for the Participant’s ceasing to be an employee of the Company.  In light of the foregoing, the Participant agrees to give the Company at least three (3) months advance written notice prior to terminating his or her employment with the Company for any reason not related to the disability of the Participant (“Prior Written Notice”).

B.  The Participant acknowledges and agrees that the Option has been granted in part in anticipation of and to encourage the Participant’s continued employment with the Company and to provide the Participant with an additional incentive to contribute to and benefit from the long-term growth, increased value of the goodwill and profitability of the Company.  In light of the foregoing, and notwithstanding any provision in this Agreement to the contrary, and in addition to the provisions of paragraph 6A and the remaining provisions of this Agreement, upon any termination of the Participant’s employment with the Company either (x) by the Participant for any reason; or (y) at any time after the Participant shall have given notice of termination of (other than Prior Written Notice), or at any time after the Company reasonably believes the Participant intends to terminate, his or her employment with the Company (other than a belief based on the receipt of a Prior Written Notice) or (z) by the Company for Good Reason, then, in any such event, the Company shall be entitled to payment from the Participant, and the Participant shall immediately pay to the Company, an aggregate amount equal to the sum of all Option Gains (as hereinafter defined) arising out of the exercise by the Participant during the Exercise Period of options to purchase Common Stock of the Company, including, but not limited to, the exercise of all or part of the Option provided for in this Agreement as well as any other options or similar rights to purchase Common Stock of the Company which may at any time prior to the date hereof been granted or may hereafter be granted by the Company to the Participant.  If the Participant shall exercise any option (including, without limitation, the Option), in whole or in part, at any time after the Participant shall have given notice of termination of employment (other than Prior Written Notice), or at any time after the Company reasonably believes the Participant intends to terminate his or her employment with the Company (other than a belief based on Prior Written Notice) , then the amount payable pursuant to the preceding sentence shall be paid by the Participant to the Company concurrently with, and as a condition to, the exercise of such option, and the Company shall have no obligation to deliver the shares of Common Stock until such amount shall have been paid (together with the aggregate Option Price payable pursuant to Section 3 hereof or the corresponding provisions of such other option, as applicable).  The term “Option Gain” shall be an amount equal to (i) the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date of exercise of any option granted to the Participant by the Company minus the exercise price of such option multiplied by (ii) the number of shares of Common Stock purchased by the Participant upon the exercise of such option.  The term “Exercise Period” shall mean the period commencing on the date which is three (3) months immediately prior to the Participant’s termination of employment with the Company and ending upon the expiration of all of the Participant’s options to purchase Common Stock.

7.Rights Prior to Exercise.

The Participant shall have no equity interest in the Company or any voting, dividend, liquidation or dissolution rights with respect to any capital stock of the Company solely by reason of having the Option or having executed this Agreement.  Furthermore, prior to the exercise of all or a portion of the Option, as set forth in Section 3A hereof, and the issuance and delivery of a certificate or certificates evidencing the Shares purchased pursuant to the exercise of all or a portion of the Option, the Participant shall have no interest in, or any voting, dividend, liquidation or dissolution rights with respect to, the Shares.

8.Employment of the Participant.

Nothing in this Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company shall continue to employ the Participant, nor shall this Agreement affect in any way the right of the Company to terminate the employment of the Participant at any time and for any reason.  By the Participant’s execution of this Agreement, the Participant acknowledges and agrees that the Participant’s employment is “at will.”  Except as otherwise provided in this Agreement or the Plan, no change of the Participant’s duties as an employee of the Company shall result in, or be deemed to be, a modification of any of the terms of this Agreement.

9.Burden and Benefit; Company.

This Agreement shall be binding upon, and shall inure to the benefit of, the Company and the Participant, and their respective heirs, personal and legal representatives, successors and assigns.  All references herein to the Participant’s employment by the Company shall also include the employment of the Participant by any Subsidiary (as defined in the Plan).  The Participant hereby consents to the enforcement of any and all of the provisions of this Agreement by or for the benefit of the Company and the Subsidiaries.

10.Certain Dispositions.

If the Participant shall make a disposition (within the meaning of Section 424(c) of the Code and Regulations thereunder, or corresponding provisions of successor authority) of any of the Shares within two (2) years from the date of grant of the Option or one (1) year after the issuance or transfer of such Shares to the Participant, the Participant agrees to notify the Company of such disposition within ten (10) days thereof.  The Participant and the Company acknowledge that upon such disposition, the Option may not qualify as an incentive stock option, as defined in Section 422 of the Code.  In the event that the Option fails to qualify as an incentive stock option, the Participant and the Company agree that the Option shall become classified and treated for Federal income tax purposes as a nonstatutory stock option.

11.Gender.

The use of any gender herein shall be deemed to be or include the other gender and the use of the singular herein shall be deemed to be or include the plural (and vice versa), whenever appropriate.

12.Headings.

The headings and other captions contained in this Agreement are for convenience of reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.

13.Entire Agreement.

This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations between the parties hereto with respect to the Option and the Shares, and there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, between them with respect to the Option or the Shares other than as set forth herein.  Any and all prior agreements between the parties hereto with respect to any stock purchase rights or stock option rights regarding the Shares or the Option are hereby revoked.  This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written, with respect to the Option and the Shares.

14.Notices.

Any and all notices provided for herein shall be sufficient if in writing, and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage pre-paid), in the case of the Company, to its principal office, and, in the case of the Participant, to the Participant’s address as shown on the Company’s records.

15.Invalid or Unenforceable Provisions.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.  The Participant agrees that the breach or alleged breach by the Company of (i) any covenant contained in another agreement (if any) between the Company and the Participant or (ii) any obligation owed to the Participant by the Company, shall not affect the validity or enforceability of the covenants and agreements of the Participant set forth herein.

16.Arbitration.

The parties further agree that any and all controversies between the Participant and the Company shall be settled by arbitration in accordance with the Company’s Open Door Policy for Dispute Resolution.

17.Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the State of Texas.

18.Modifications.

Unless otherwise provided in this Agreement or the Plan, no change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto; provided, however, that the Participant hereby covenants and agrees to execute any amendment to this Agreement which shall be required or desirable (in the opinion of the Company or its counsel) in order to comply with any rule or regulation promulgated or proposed under the Code by the Internal Revenue Service.

19.Terms and Conditions of Plan.

The terms and conditions included in the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, such term or provision of the Plan shall control.

20.Invalid Provisions.

A.The Participant specifically recognizes and affirms that, notwithstanding the provisions of Section 15 of this Agreement, each of the covenants contained in Section 6 of this Agreement is a material and important term of this Agreement which has induced the Company to provide for the award of the Option granted hereunder and the other promises made by the Company herein, and the Participant further agrees that should all or any part or application of Section 6 of this Agreement be held or found invalid or unenforceable for any reason whatsoever, then (i) the Option and the Participant’s rights hereunder shall be null and void and of no further force and effect, and (ii) the Company shall, if it so elects, be entitled to receive from the Participant, and upon the making of such an election by the Company, the Participant shall be obligated to promptly endorse, transfer and deliver to the Company, all Shares held by the Participant that were obtained by the Participant pursuant to this Agreement (including all shares obtained in respect thereof by virtue of any stock dividend, stock split, recapitalization, merger, consolidation, combination, exchange, or other transaction (collectively, “stock dividends”), whereupon the Company shall return to the Participant for each Share received the Option Price paid by the Participant (as adjusted for stock dividends).  If the Participant has sold, transferred, or otherwise disposed of any Shares obtained pursuant to this Agreement (including any shares obtained in respect thereof pursuant to any stock dividends), the Company shall be entitled to receive from the Participant, and the Participant shall promptly pay to the Company, an amount in cash equal to the difference between the Option Price paid by the Participant (as adjusted for stock dividends) and the fair market value of the Shares (including all shares obtained in respect thereof pursuant to any stock dividends) on the date of sale, transfer or other disposition.

21.Amendment of Prior Option Agreements.

Sections 6 and 20 replace any provision governing the recovery of Option Gains from a Participant in the event of the Participant’s failure to timely provide the specified Prior Written Notice of termination or in certain other designated circumstances related to the termination of the employment of the Participant in any stock option agreement between the Employee and the Company entered into as of a date prior to the date of this Agreement.  All such prior agreements including any such provisions are hereby amended to include Sections 6 and 20 hereof in place of any such provisions in prior agreements.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the day and year first above written.

	INTERNATIONAL BANCSHARES
	CORPORATION, a Texas corporation
ATTEST:
By:	By:
Secretary	Dennis E. Nixon, President

The undersigned Participant represents that he or she has read this Incentive Stock Option Agreement and the 2012 International Bancshares Corporation Stock Option Plan and acknowledges that the Option or the Shares he or she receives are subject to the terms of both.

WITNESS: PARTICIPANT:

EX-10.2

EXHIBIT 10.2

FORM OF INTERNATIONAL BANCSHARES CORPORATION

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

INTERNATIONAL BANCSHARES CORPORATION

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

In consideration of Employee’s employment by International Bancshares Corporation or by a subsidiary bank of International Bancshares Corporation (collectively referred to herein as “IBC”), including the salary, any bonuses or commissions paid, the cost of training, the sharing of Confidential Information, as defined below, and the use of that information in the performance of Employee’s job, the reputation and goodwill of IBC as utilized by Employee in serving the customers, the mutual promises herein contained, and other good and valuable consideration, IBC and Employee (the “Parties”) have entered into this Non-Disclosure and Non-Solicitation Agreement (the “Agreement” and hereby agree as follows:

1.CONFIDENTIAL INFORMATION.  “Confidential Information” is defined to include all confidential and/or proprietary information of IBC, including records, customer lists, names, addresses, telephone numbers, and other pertinent information of customers and/or potential customers, customer files, business cards, customer maturity schedules, customer account information, customer loan and loan application information, and/or other proprietary data.  Confidential Information is and shall remain the property of IBC.

IBC will provide and/or make available to the Employee such Confidential Information during the period of Employee’s employment which is necessary in connection with the performance of Employee’s job duties.

2.NON-DISCLOSURE.Employee agrees that Employee will not disclose to anyone any Confidential Information that will be made known or available to Employee by virtue of Employee’s employment with IBC, except to the extent that such disclosure is required in the performance of Employee’s duties for IBC.  Certain Confidential Information is not made available to all IBC employees, and Employee agrees that Employee will not divulge such Confidential Information to other IBC employees unless disclosure is necessary in connection with the performance of IBC’s business and Employee’s duties for IBC.  Employee also agrees not to utilize or disclose Confidential Information for Employee’s own benefit or for the benefit of any third party.  Finally, Employee agrees that the terms of this Agreement shall be in effect throughout the period of Employee’s employment and following the termination of Employee’s employment.  When Employee’s employment ends, for whatever reason, Employee will promptly deliver to IBC all originals and copies of all documents and records (both paper and electronic), computer hardware and software programs, computer files, media, equipment and other materials containing any of IBC’s Confidential Information.

3.NON-SOLICITATION.  IBC is in the business of providing commercial, retail, and international banking services and products related to deposits, loans, mortgage, investment, insurance and other financial matters to its customers through banking facilities located in South, Central, and Southeast Texas and the State of Oklahoma (“IBC’s Business”).  Employee agrees that during the period of Employee’s employment with IBC and for a period of twelve (12) months following the termination of Employee’s employment with IBC for whatever reason, Employee shall not for Employee’s own benefit, or the benefit of any third party:

a.solicit or accept business that is competitive with IBC’s Business, directly or indirectly, from: (i) Customers, as defined below, of IBC; or (ii) Prospective Customers, as defined below, of IBC.  Further, Employee shall not, directly or indirectly, supervise the solicitation or the performance of any services that are competitive with IBC’S Business for such Prospective Customers; ; or

b.directly or indirectly contact for the purpose of soliciting employment, or solicit, employ or otherwise engage any of the employees of IBC to leave his or her employment with IBC.  For purposes of this section, “employee” shall be limited to any person employed by IBC at any time during the eighteen months preceding the termination of Employee’s employment with IBC.

For purposes of this Agreement, “Customer” is defined as any customer of IBC with whom the Employee had direct contact for the purpose of servicing or providing IBC Business to or where Employee supervised, directly or indirectly, in whole or in part, the solicitation or servicing activities related to such Customer during the twenty-four (24) months prior to the

Employee’s termination of employment.  Further, for the purposes of this Agreement, “Prospective Customers” are defined as any person or entity that Employee, either directly or as part of a team, solicited for the purpose of providing any IBC Business to the person or entity or whose identity and financial information became known to Employee by virtue of Employee’s attendance at and/or participation in internal strategy meetings involving, in whole or in part, the prospective customer within six (6) months of the termination of Employee’s employment with IBC.  This Agreement is in addition to the International Bancshares Corporation Code of Ethics and the International Bank of Commerce Conflict of Interest Policy (hereinafter collectively referred to as the “Policy”) and in no way modifies Employee’s obligations under the Policy.

4.ARBITRATION AND REMEDIES.  The Parties further agree that any and all controversies between the Employee and IBC shall be settled by arbitration in accordance with the Open Door Policy for Dispute Resolution then in effect, or, if Employee’s employment with IBC has been terminated, the Open Door Policy for Dispute Resolution in effect at the time of the termination of Employee’s employment with IBC.  However, in the event that Employee breaches or threatens to breach any of the provisions of this Agreement, IBC shall also have the right to seek injunctive relief in any court having equity jurisdiction.  Also, Employee agrees that IBC shall have the right to provide a copy of this Agreement to any person or entity (including prospective or future employers) in order to assure IBC’s rights under this Agreement are adequately protected.

5.REFORMATION AND CLARIFICATION.IBC and Employee agree that the covenants contained in this Agreement are essential to IBC in making this Agreement and that their enforcement is essential to IBC’s use and enjoyment of its consideration bargained for herein.  Accordingly, the Parties agree that the foregoing covenants impose reasonable restrictions on Employee in light of the activities and business and future plans of IBC.  To the extent Employee needs clarification regarding whether a person or entity is a Customer or Prospective Customer as used herein, Employee may submit a written request for clarification to the Vice President of Human Resources who shall respond in writing within seven (7) business days from the date of receipt of the written request.  If a Court or arbitrator finds that any of the restrictions contained in this Agreement are unreasonable in terms of scope, duration, geographic area or otherwise, the parties intend that such provision shall be reformed as provided in this Agreement and by applicable law to the minimum extent necessary so that the restriction shall be rendered enforceable.

6.RELIANCE AND ENTIRE AGREEMENT.  All questions governing the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Texas.  Employee understands that this Agreement is not, and shall not be construed to create any contract of employment, express or implied.  Employee also understands that IBC is relying on the above representations, warranties, and agreements in affording or continuing employment and providing Employee with Confidential Information and that this Agreement includes the entire understanding between the Employee and IBC on the subject matter contained in it and may not be changed except mutually in writing by Employee and by a duly authorized officer of IBC.  Employee further understands and acknowledges that at all times his/her employment remains at-will, which means that either Employee or IBC may terminate Employee’s employment at any time for any reason, with or without cause.

Signed and dated the                 day of                                             , 20            .

	Employee Printed Name:
	Employee Signature:
INTERNATIONAL BANK OF COMMERCE
By HR Rep:
	Name
	Title

EX-23.2

EXHIBIT 23.2

CONSENT OF MCGLADREY LLP

Consent of Independent Registered Public Accounting Firm

The Board of Directors

International Bancshares Corporation

We consent to the incorporation by reference in this Registration Statement on Form S-8 of International Bancshares Corporation of our reports dated February 27, 2012 relating to our audits of the consolidated financial statements and internal control over financial reporting, included and incorporated by reference in the Annual Report on Form 10-K of International Bancshares Corporation for the year ended December 31, 2011.

/s/ McGladrey LLP

Dallas, Texas

September 18, 2012