S-1/A

As filed with the Securities and Exchange Commission on July 29, 2010

Registration No. 333- 167911

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERVEST BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6021	13-3699013
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Rockefeller Plaza Suite 400

New York, New York 10020-2002

(212) 218-2800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lowell S. Dansker, Chairman and Chief Executive Officer

Intervest Bancshares Corporation

One Rockefeller Plaza (Suite 400)

New York, New York 10020-2002

(212) 218-2800

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

Copies to:

Thomas E. Willett, Esq. Harris Beach PLLC 99 Garnsey Road Pittsford, New York 14534 (585) 419-8646 Ralph F. MacDonald III, Esq. Jones Day 1420 Peachtree, N.E. Atlanta, Georgia 30309 (404) 581-8622

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large 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):

Large accelerated filer  ¨ Accelerated Filer  ¨ Non-Accelerated Filer  x Smaller reporting company  ¨

Calculation of Registration Fee

Title of each class of securities to be registered	Proposed maximum aggregate offering price1	Amount of registration fee
Class A common stock, par value $1.00 per share	$46,000,000	$3,279.00

⁽¹⁾ Includes offering price of shares of Class A common stock that the underwriter has the option to purchase to cover over-allotments, if any. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 (previously paid in full).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated August     , 2010

PROSPECTUS

             Shares

INTERVEST BANCSHARES CORPORATION

Class A Common Stock

We are offering for sale              shares of our Class A common stock, par value $1.00 per share. Our Class A common stock is listed on The NASDAQ Global Select Market under the symbol “IBCA.” The last reported sales price of our Class A common stock on July     , 2010, was $             per share.

You should read this prospectus carefully before you invest. Investing in our Class A common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 13 of this prospectus for certain risks and uncertainties you should consider before making your investment decision.

	Per Share	Total
Public offering price	$	$
Underwriting discount and commissions	$	$
Net proceeds before expenses to us	$	$

We have granted the underwriter an option to purchase up to an additional              shares of our Class A common stock at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover over-allotments, if any.

None of the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus are not savings accounts, deposits or obligations of any bank and are not insured by the FDIC or any other governmental agency.

The underwriter expects to deliver shares of Class A common stock through the facilities of The Depository Trust Company, against payment on or about                     , 2010, subject to customary closing conditions.

SANDLER O’NEILL + PARTNERS, L.P.

The date of this prospectus is                     , 2010.

TABLE OF CONTENTS

	Page
About This Prospectus	1
Where You Can Obtain More Information	1
Special Cautionary Note Regarding Forward-Looking Statements	3
Prospectus Summary	4
Risk Factors	13
Use of Proceeds	28
Capitalization	29
Market for Class A Common Stock and Related Stockholder Matters	30
Dividend Policy	31
Description of Our Securities	32
Underwriting	41
Legal Matters	44
Experts	44

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and in the documents incorporated by reference herein. We have not, and the underwriter has not, authorized any other person to provide you with different information. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any sale of the common shares. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

In this prospectus, we rely on and refer to information and statistics regarding the banking industry and the banking markets in New York and Florida. We obtained this market data from independent publications or other publicly available information.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the shares of Class A common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

Unless the context of this prospectus indicates otherwise, the terms “Intervest,” “IBC,” the “Company,” “we,” “us” or “our” refer to Intervest Bancshares Corporation and its consolidated subsidiaries. “INB” or the “Bank” refers to Intervest National Bank, our principal operating subsidiary.

WHERE YOU CAN OBTAIN MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which means that we are required to file annual, quarterly and current reports, proxy statements and other information with the SEC, all of which are available at the Public Reference Room of the SEC at 100 F Street, NE, Washington D.C. 20549. You may also obtain copies of these reports, proxy statements and other information from the Public Reference Room of the SEC, at prescribed rates, by calling 1-800-SEC-0330. The SEC maintains an Internet website at http://www.sec.gov where you can access reports, proxy statements, information and registration statements, and other information regarding us that we file electronically with the SEC. In addition, we make available, without charge, through our website, www.intervestbancsharescorporation.com, electronic copies of various filings with the SEC, including copies of Annual Reports on Form 10-K. Information on our website should not be considered a part of this prospectus, and we do not intend to incorporate into this prospectus any information contained on our website. Our subsidiary, Intervest National Bank, also has a website at www.intervestnatbank.com . The information on that website likewise is not and should not be considered part of this prospectus and is not incorporated into this prospectus by reference.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents filed separately with the SEC. The information we incorporate by reference is an important part of this prospectus. We incorporate by reference the documents listed below, except to the extent that any information contained in those documents is deemed “furnished” in accordance with SEC rules. The documents we incorporate by reference, all of which we have previously filed with the SEC, include:

• Our Annual Report on Form 10-K for the year ended December 31, 2009;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;

• Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010;

• Our Current Report on Form 8-K filed on May 27, 2010;

• Our Current Report on Form 8-K/A filed on May 27, 2010;

• Our Current Reports on Form 8-K filed on June 30, 2010;

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• Our Current Report on Form 8-K filed on July 16, 2010; and

• The definitive proxy statement for our Annual Meeting of Shareholders held on May 26, 2010.

Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

You may request a copy of any of these filings at no cost, by writing or telephoning us at the following address or telephone number:

Intervest Bancshares Corporation

One Rockefeller Plaza, Suite 400

New York, New York 10020-2002

(212) 218-2800

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus or incorporated by reference under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Risk Factors,” and elsewhere are “forward-looking statements” within the meaning of the protections of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of invoking these safe harbor provisions.

Forward-looking statements are made based on our management’s expectations and beliefs concerning future events impacting our company and are subject to uncertainties and factors relating to our operations and economic environment, all of which are difficult to predict and many of which are beyond our control. You can identify these statements from our use of the words “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “may” and similar expressions. These forward-looking statements may include, among other things:

• statements relating to projected growth, anticipated improvements in earnings, earnings per share, and other financial performance measures, and management’s long term performance goals;

• statements relating to the anticipated effects on results of operations or our financial condition from expected developments or events;

• statements relating to our business and growth strategies; and

• any other statements which are not historical facts.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements may not be realized due to a variety of factors, including without limitation:

• the effects of future economic, business and market conditions and changes;

• changes in interest rates;

• governmental monetary and fiscal policies;

• changes in prices and values of commercial real estate;

• legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, including changes in the cost and scope of FDIC insurance;

• the failure of assumptions regarding the levels of non-performing assets and the adequacy of the allowance for loan losses;

• weaker than anticipated market conditions in our primary market areas;

• the risk that our deferred tax assets could be reduced if estimates of future taxable income from our operations are less than estimated or issuance of shares results in an ownership change under applicable regulations of the IRS;

• the effects of competition in our market areas;

• liquidity risks through an inability to raise funds through deposits, borrowings or other sources, or to maintain sufficient liquidity at the Company separate from the Bank’s liquidity;

• volatility in the capital and credit markets; and

• other factors and risks described under “Risk Factors” in this prospectus.

You should not place undue reliance on any forward-looking statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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PROSPECTUS SUMMARY

This summary is not complete and does not contain all of the information you should consider before investing in the Class A common stock offered by this prospectus. You should read this summary together with the entire prospectus, including our financial statements, the notes to those financial statements, and the other documents that are incorporated by reference in this prospectus, before making an investment decision. See the “Risk Factors” section of this prospectus beginning on page 16 for a discussion of the risks involved in investing in our Class A common stock.

Who We Are

Intervest Bancshares Corporation is a bank holding company whose principal operating subsidiary is Intervest National Bank. The Bank is headquartered with a full-service banking office in New York City, and has six full-service banking offices in Pinellas County in the Tampa Bay area of Florida. The Bank focuses on multi-family and commercial real estate lending. At June 30, 2010, we had total consolidated assets of $2.16 billion, net loans of $1.40 billion, total deposits of $1.85 billion and stockholders’ equity of $164.3 million.

Over the 10 years ended December 31, 2009, we generated net income of over $100 million with a high of $23.5 million in 2006. Our return on average assets and return on average equity has been over 1.0% and 11.0% respectively in six of the last eight years. We have been adversely affected by the recent economic downturn, and while we reported earnings in 2008 and 2009, these were substantially less than the earnings we reported during 2005-2007. We reported a loss of $54.8 million in the six months ended June 30, 2010. Our long-term earnings history is primarily a result of our commercial and multi-family lending platform, rational deposit pricing and low cost infrastructure.

The Bank emphasizes mortgage loans secured by commercial and multi-family real estate properties (including rental and cooperative/condominium apartment buildings, office buildings, mixed-use properties, shopping centers, hotels, restaurants, industrial/warehouse properties, parking lots/garages, mobile home parks, self storage facilities and some vacant land). Generally, these loans are made on income producing properties, with stabilized cash flows. Commercial real estate and multi-family mortgage loans represented 99.8% of the Bank’s loan portfolio at June 30, 2010. The Bank’s borrowers are attracted to the Bank’s products due to the personalized service provided by our officers and our timely response to loan requests and loan processing. The Bank’s senior management team has extensive experience in commercial and multi-family real estate lending activities.

The Bank attracts deposits from the areas served by its banking offices. It also provides internet banking services through its web site, which attracts deposit customers from outside its primary market areas. The deposits, together with funds derived from other sources are used to originate primarily commercial and multi-family real estate loans and to purchase investment securities.

Our Class A common stock is listed for trading on the Nasdaq Global Select Market under the symbol “IBCA.” We also have Class B common stock outstanding for which there is no public trading market. The holders of our Class B Common stock elect two-thirds of our directors and our Class B common stock is held by Mr. Lowell Dansker, our CEO, together with persons affiliated with him.

Our Market Areas

We have our headquarters and a full-service banking office in Rockefeller Center in New York City and six branches in Pinellas County, Florida — four in Clearwater, one in Clearwater Beach and one in Pasadena. Our primary market area for our New York deposit operations is the New York City metropolitan area. The primary market area for our Florida deposit operations is Pinellas County, which is the most populous county in the Tampa Bay area of Florida. The Tampa Bay area is located on the west coast of central Florida and includes the cities of Tampa, St. Petersburg and Clearwater.

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Our mortgage lending activities have been concentrated in the New York City metropolitan area where real estate securing approximately 70% of our loan portfolio at June 30, 2010 was located. Of the remaining loan portfolio, approximately 22% was collateralized by properties located in our Florida market and the remaining 8% is geographically dispersed throughout thirteen other eastern states.

Investment Highlights

We believe that the unique combination of our strong lending platform, low-cost business model, long-term earnings history, our recent sale of troubled assets to reduce the risk profile of our balance sheet, and current historically low stock price valuation present an attractive investment opportunity for new shareholders in our company. Investment highlights are summarized below:

Strong Track Record of Profitability — Over the 10 year period ended December 31, 2009, we generated net income of over $100 million with a high of $23.5 million in 2006. Our return on average assets and return on average equity has been over 1.0% and 11.0%, respectively, in six of the last eight years. We believe our strong earnings during this period were based primarily on our commercial and multifamily lending platform and low cost infrastructure. As of June 30, 2010, our ratio of non-interest expense to average assets was 0.79% versus 3.07% for our peers¹ . Although we were profitable during 2008 and 2009, due to the economic downturn and a transaction we undertook in May of 2010 to accelerate the reduction of our problem assets, our profits were substantially less than in 2005 through 2007, and we have reported quarterly losses in the current year through June 30.

Significant Insider Ownership and Experienced Management — Insiders own approximately 32% of our company and have a strong economic interest in its long-term success. Our management team has, on average, over 20 years of experience. We also recently added a new chief credit officer and have hired an asset/liability management officer to expand the breadth of experience of our senior management team and to enhance the performance of the Bank.

Recent Loan Sale Transaction Reduced Balance Sheet Risk — On May 25, 2010, we sold a total of approximately $207 million of nonperforming and underperforming assets to reduce our ratio of nonperforming and underperforming assets to total assets from approximately 12% at March 31, 2010 to approximately 3.4% at June 30, 2010. Our non-performing assets as a percentage of total assets declined from 6.75% to 2.46% over the same period. See “— Recent Developments.”

Strong Pro Forma Capital Position — We anticipate that, following this capital raise, our tangible common equity ratios and regulatory capital ratios will be higher than the median capital ratios for our peer group.¹

Attractive Valuation Relative to Peers — Based on the closing price of $5.50 as of June 30, 2010, our Class A common stock was trading at approximately 36% of tangible common book value at June 30, 2010, compared to 145% for our peer group.¹

Out future net income could be enhanced by the following potential earnings enhancements:

• Continued net interest margin expansion potential through the roll-off or renewal of higher cost CD’s at current interest rates that are substantially lower.

• Increasing lower-costing transaction-based deposit accounts.

• Reduction in credit costs and expenses associated with problem assets.

• Potential reduction in future data processing costs.

¹ Our peer group for these purposes consists of the following companies: Capital City Bank Group, Inc.; Canandaigua National Corp.; Center State Banks, Inc.; First Niagara Financial Group, Inc.; First of Long Island Corp.; First United Bancorp, Inc.; Hudson Valley Holding Corp.; Signature Bank; Seacoast Banking Corp of Florida; Suffolk Bancorp.; TIB Financial Corp.; and Tompkins Financial Corporation.

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• Increased loan origination volume through originating a portion of our new loans for sale in the secondary market.

Growth Opportunities — Increased capital from our recent private placement, which is discussed under “— Recent Developments,” and this offering may enable us to take advantage of organic-and-acquisition based growth opportunities, subject to necessary regulatory approvals.

Our Business Strategy

Our goal is to improve our earnings through origination of commercial and multi-family real estate loans, as well as other types of loans, while maintaining the combination of efficient customer service and loan underwriting and low-cost infrastructure that have contributed to our success to date. Our strategy for achieving this goal is as follows:

Reduction of Nonperforming Assets — Given our core competencies and business strategies, almost all of our loan portfolio currently consists of commercial and multi-family real estate. In light of the dramatic declines in the commercial real estate markets in recent periods, commercial real estate-related credit risks have been a significant concern for us. Since early 2008, substantial efforts have been dedicated to the resolution of our nonaccrual and problem loans. As described in this prospectus under the heading “— Recent Developments,” on May 25, 2010, we sold approximately $207 million of our nonperforming and troubled loans and real estate. As a result, our total non-performing loans, troubled debt restructurings and foreclosed real estate, as a percentage of total assets, declined from approximately 12% at March 31, 2010 to 3.40% at June 30, 2010. Our non-performing assets as a percentage of total assets declined from 6.75% to 2.46% over the same period. We intend to actively manage our remaining non-performing assets with a view towards resolving those assets on a case by case basis and minimizing losses. We also recently hired a chief credit officer with 25 years of banking experience to strengthen our management of nonperforming assets.

Short Term Focus on Our Core Competencies — We are committed to serving our markets and using our expertise to originate commercial real estate and multi-family mortgage loans and providing custom loan products and high quality and timely service to our borrowers. The Bank’s market areas have provided a continuing source of originations. Although the volume of loan originations has been adversely affected by the ongoing economic downturn, we believe our originations will increase as market conditions stabilize and we increase our capital. We believe that our ability to understand our borrowers’ businesses and to accurately evaluate the underlying collateral combined with our established underwriting standards enables us to mitigate the higher credit risk typically associated with commercial real estate and multi-family lending. We intend to sell various loans we originate to increase fee income from our strong competencies, while diversifying and reducing our balance sheet risks.

Longer Term Focus on Diversification — Diversification from our traditional reliance on real estate lending is being encouraged by our primary regulator. We have historically confined our lending to commercial and multi-family real estate, but recognize that, over the longer term, and particularly in light of continuing regulatory concerns and direction about our concentrations in commercial real estate, we must explore the development of new product lines and entry into new market segments. We recognize that any introduction of new product lines or entry into new markets must proceed prudently, and will require additional resources and costs, including hiring experienced management for such new activities.

Take Advantage of Earnings Enhancements — Recent actions to reduce our reliance on higher priced deposits has had a positive impact on our net interest margin. We believe the current commercial and multi-family real estate markets are favorable for the generation of loan product at attractive pricing. We will also seek to sell a portion of the loans we originate. We expect to leverage our existing business relationships as a vehicle to sell our loan product. We also believe that there is a market for small banks to purchase performing loan product to supplement their own originations platform and that there is investor interest in purchasing mortgage loans for their yield and stability. As a result, we recently developed and launched a new web site — www.i-netmortgageclearinghouse.com — designed to provide lenders with a platform to list real estate

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mortgages for sale and for mortgage investors to be able to easily access this information. We intend to use this platform to sell our and other banks’ loan products and to generate additional fee and web site advertising income. With these actions, coupled with what we believe are improving lending opportunities in our markets, we seek to improve our earnings in future periods.

Deposit Enhancement Strategy — We continue to explore strategies to increase our core deposits to reduce our deposit funding, including the offering of remote deposit capture, better utilizing the retail deposit potential of our Florida branches, and working on expanding loan customers’ transaction-based deposit accounts with the Bank.

Develop and Maintain Broker and Borrower Relationships — We seek to continue to utilize the strong relationships we have developed both with our borrowers and with the mortgage brokers with whom we have successfully done business historically.

Focus on Interest Rate Risk Management — We originate relatively short-term commercial real estate and multi-family loans to reduce the interest rate risk inherent in traditional mortgage lending, which tends to be of longer term. We have recently reduced our deposit pricing to improve our margins and substantially all of our securities portfolio at June 30, 2010 is comprised of short term U.S. government agency debt securities, which are held for the purpose of providing the Bank with liquidity. We recently hired a new asset/liability manager and have retained Darling Consulting Group to assist us in our interest rate management and investment strategies in this difficult rate environment.

Strategic Expansion — We believe that our centralized underwriting and loan origination functions can be expanded to enable us to support continued growth in the demand for our commercial real estate and multi-family loan products, while maintaining operating efficiencies and minimizing administrative costs. We may explore and evaluate limited expansion, subject to regulatory approvals, of our franchise within and outside of our primary market areas through de novo branch expansion or strategic acquisitions, although none are currently contemplated.

Corporate Information

Our headquarters is located on the entire fourth floor of One Rockefeller Plaza, New York, New York, 10020-2002. Our telephone number is (212) 218-2800. Our subsidiary, Intervest National Bank, has a website at www.intervestnatbank.com and we maintain certain information on our website at www.intervestbancsharescorporation.com and www.i-netmortgageclearinghouse.com. The information on all of those websites should not be considered part of this prospectus and is not incorporated into this prospectus by reference.

Recent Developments

As disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, in May 2010, we sold in bulk certain non-performing and underperforming loans on commercial real estate and multi-family properties and some real estate owned. The assets sold aggregated to approximately $207 million and consisted of $187 million of loans and $14.4 million of real estate owned by the Bank and $5.6 million of loans owned by Intervest Mortgage Corporation. The assets were sold at a substantial discount to their net carrying values of $197.7 million for an aggregate purchase price of $121.5 million. As a result of this bulk sale, we recorded a $78.6 million combined provision for loan and real estate losses, which contributed approximately $44 million to the total net loss of $55 million we reported for the first half of 2010.

We undertook this transaction to accelerate the reduction of our troubled assets due to the cost of and delays we have encountered in resolving these assets and to respond to concerns from our regulators to reduce our criticized assets.

Primarily as a result of this bulk sale transaction, our nonaccrual loans, foreclosed real estate and accruing troubled debt restructured loans decreased from approximately $96 million, $58 million and $117 million, at March 31, 2010, respectively, to approximately $18.9 million, $34.3 million and $21.4 million at June 30,

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2010, respectively. Our ratio of nonperforming assets to total assets, moreover, decreased substantially from 6.75% at March 31, 2010, to 2.46 % at June 30, 2010. We intend to actively manage the resolution of our remaining problem assets with a view towards minimizing future losses from these assets. Additional increases in our level of problem assets could have an adverse effect on our financial condition, operating results and regulatory capital.

Also in May 2010, we raised additional capital when we sold 850,000 shares of our Class A common stock in a private placement at $5 per share for net proceeds of $3,995,000. The shares issued represented 9.9% of our issued and outstanding shares of Class A common stock at June 30, 2010.

The bulk sale transaction and capital raise also had an impact on our and the Bank’s regulatory capital. The table below sets forth our capital ratios and the capital ratios of the Bank at March 31, 2010 and at June 30, 2010, which reflects, among other things, the effects of these recent transactions:

	March 31, 2010		June 30, 2010
Consolidated
Total capital to risk weighted assets	15.60	%	12.64	%
Tier 1 capital to risk weighted assets	14.35	%	11.37	%
Tier 1 capital to average assets	11.40	%	8.32	%
Intervest National Bank
Total capital to risk weighted assets	14.33	%	12.05	%
Tier 1 capital to risk weighted assets	13.08	%	10.79	%
Tier 1 capital to average assets	10.38	%	7.92	%

The impact of the economic downturn on commercial real estate properties continues to have a negative impact on the Bank’s loan portfolio. In addition to its recent bulk sale of nonperforming and under performing assets, the Bank continues to focus on the steps necessary to respond to these economic challenges, including the ongoing analysis of the level of its allowance of loan losses.

On April 7, 2009, the Bank entered into a Memorandum of Understanding, or MOU, with the OCC, its primary regulator, which requires the Bank to do the following:

• appoint a Compliance Committee to monitor and coordinate the Bank’s adherence to the MOU and to submit progress reports to the OCC;

• develop and implement a Strategic Plan in accordance with guidelines set forth in the MOU;

• review and revise the Bank’s Contingency Funding Plan to address expansion of the number of crisis scenarios used, define responsibilities and decision making authority and restrict the use of brokered deposits;

• develop and implement a written program to improve credit risk management processes that are consistent across the Bank’s two primary markets;

• develop and implement a three-year capital program in accordance with guidelines set out in the MOU; and

• review and revise the Bank’s interest rate risk policy and procedures to address matters set forth in the MOU.

Although the Bank believes it has made progress in addressing various matters covered by the MOU, it expects the OCC to pursue and enter into a formal agreement with the Bank, which agreement is likely to cover many of the same areas addressed in the MOU, including the following:

• appointment of a compliance committee, all but one of which must be independent, to monitor and coordinate adherence to the formal agreement;

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• development of a strategic plan, which will, among other things, establish objectives and identify strategies to achieve those objectives;

• development of a long term capital plan and achievement and maintenance of required capital levels;

• a written assessment of each of the Bank’s executive officers capabilities to perform present and anticipated duties;

• development and implementation of a plan to improve earnings;

• a program for liquidity risk management and maintenance of adequate liquidity levels with monthly reporting and weekly advisories to the OCC concerning deposit maturities, funding obligations and funding sources;

• implementation of a plan to diversify assets;

• implementation of a plan to improve loan portfolio management;

• a program to eliminate criticized assets;

• a program for the review of loans to assure timely identification and characterization of problem credits;

• a program for the maintenance of an adequate allowance for loan losses consistent with OCC rules;

• appraisals of real property that are timely and comply with OCC requirements; and

• interest rate risk policies.

Many of these plans and programs will be subject to OCC review and approval.

If it enters into a formal agreement with the OCC, the Bank will not be allowed to accept brokered deposits without the prior approval of its regulators and it would also be required, in the absence of a waiver from the FDIC, based on a determination that the Bank operates in high cost deposit markets, to maintain its deposit pricing at or below the national rates published by the FDIC, plus 75 basis points. At June 30, 2010, the Bank had total brokered deposits of $159.6 million, of which $21.5 million (13%) mature by June 30, 2011. At June 30, 2010, all of the Bank’s deposit products were at levels at or below the FDIC national rates plus 75 basis points. The FDIC’s national rate is a simple average of rates paid by U.S. depository institutions, as calculated by the FDIC.

In April 2009, the Bank also agreed with the OCC to maintain minimum capital ratios at specified levels higher than those otherwise required by applicable regulations as follows:

• Tier 1 capital to total average assets (leverage ratio) - 9%;

• Tier 1 capital to risk-weighted assets - 10%; and

• total capital to risk-weighted assets - 12%.

We expect, moreover, that these same capital levels will be included in any formal agreement that the Bank may enter into with the OCC. At June 30, 2010, the Bank’s actual capital ratios were 7.92%, 10.79% and 12.05%, respectively. These reductions from the levels at the end of the first quarter of this year, when the Bank complied with all applicable requirements, was primarily due to the bulk sale of assets described above. The Bank is not in compliance with the leverage ratio called for by the Bank’s letter agreement as of June 30, 2010. Although the proceeds from this offering are expected to restore the Bank’s leverage capital ratio to the required level, there can be no assurance that the Bank’s current leverage ratio or any future failure to maintain its required ratios, or otherwise comply with any formal agreement, will not lead to additional regulatory enforcement actions or other restrictions, including, in the case of failure to submit or obtain approval of any long term capital plan, the sale or merger of the Bank. Our operations, lending activities, liquidity and capital levels continue to be subject to heightened regulatory oversight.

9

The Offering

Class A common stock offered by us                      shares of Class A common stock, par value $1.00 per share

Common Stock outstanding after the offering:

•  Shares of Class A common stock outstanding after the offering                      shares⁽¹⁾⁽²⁾

•  Shares of Class B common stock outstanding after the offering 580,000 shares⁽¹⁾

Net Proceeds We intend to use the net proceeds of this offering (i) to add capital to the Bank; (ii) to provide the Company with liquidity to meet the parent company’s operating expenses; (iii) to pay distributions and dividends accrued and owing on our Series A preferred stock issued to the United States Treasury and our trust preferred securities, subject to prior regulatory approval; and (iv) for general corporate purposes, including to support our growth, liquidity and capital adequacy, which may include product expansions.

Class A common stock Nasdaq Global Select Market Symbol IBCA

Voting and Conversion Rights Both classes of our common stock have equal voting rights, except that the holders of our Class B common stock are entitled to vote for the election of two-thirds of the number of directors constituting our board of directors, and the holders of our Class A common stock are entitled to elect the remaining directors. Mr. Lowell S. Dansker, our Chairman, together with persons affiliated with him, are the sole holders of our Class B common stock. The shares of Class B common stock are convertible on a share for share basis into shares of Class A common stock at any time.

(1) Share information is given as of June 30, 2010.

(2) Excludes:

•              shares of Class A common stock issuable pursuant to the underwriter’s option to purchase additional shares;

• 580,000 shares of Class A common stock issuable upon conversion of shares of Class B Common Stock;

• 691,882 shares of Class A common stock issuable upon exercise of an outstanding Class A common stock warrant held by the United States Department of the Treasury; and

• 326,240 shares of Class A common stock issuable upon exercise of outstanding stock options held by our directors, officers and other employees.

Risk Factors

Before investing, you should carefully consider the information set forth under “Risk Factors,” beginning on page 13, for a discussion of the risks related to an investment in our Class A common stock.

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Summary Selected Financial Data

The following table sets forth summary consolidated financial data of Intervest Bancshares Corporation. The financial data as of and for the six months ended June 30, 2010 and 2009 have been derived from our unaudited financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, which is incorporated by reference in this prospectus. The financial data for the years ended December 31, 2009, 2008, 2007 and as of December 31, 2009 and 2008 have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, which is also incorporated by reference into this prospectus. The financial data for the years ended December 31, 2006 and 2005 and as of December 31, 2007, 2006 and 2005 have been derived from our audited financial statements that are not included in this prospectus.

The summary consolidated financial results in the table below are not necessarily indicative of our expected future operating results. The following summary historical financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, each of which is incorporated by reference in this prospectus.

	At or for the Six Months Ended June 30,					At or For The Year Ended December 31,
($ in thousands, except per share data)	2010			2009		2009		2008		2007		2006		2005
	(unaudited)
Financial Condition Data:
Total assets	$	2,164,442		$	2,380,044	$	2,401,204	$	2,271,833	$	2,021,392	$	1,971,753	$	1,706,423
Cash and cash equivalents		35,535			23,441		7,977		54,903		33,086		40,195		56,716
Securities held to maturity, net		621,244			566,722		634,856		475,581		344,105		404,015		251,508
Loans receivable, net of deferred fees		1,395,564			1,746,087		1,686,164		1,705,711		1,614,032		1,490,653		1,367,986
Total deposits		1,852,356			1,995,165		2,029,984		1,864,135		1,659,174		1,588,534		1,375,330
Brokered deposits		159,630			172,914		170,117		173,012		165,865		55,652		40,459
Money market accounts		470,381			426,931		496,065		328,660		235,804		224,673		223,075
Borrowed funds and related accrued interest payable		98,582			118,035		118,552		149,566		136,434		172,909		155,725
Available lines of credit		649,000			516,000		581,000		457,000		353,000		377,000		259,000
Preferred equity		23,659			23,273		23,466		23,080		—		—		—
Common equity		140,643			189,864		190,588		188,894		179,561		170,046		136,178
Asset Quality Data:
Nonaccrual loans		18,927			129,784		123,877		108,610		90,756		3,274		750
Loans 90 days past due and still accruing		8,788			6,367		6,800		1,964		11,853		—		2,649
Accruing troubled debt restructured loans		21,362			76,210		97,311		—		—		—		—
Foreclosed real estate, net of valuation allowance		34,259			18,214		31,866		9,081		—		—		—
Allowance for loan losses		30,350			32,054		32,640		28,524		21,593		17,833		15,181
Loan chargeoffs		99,462			2,342		8,103		4,227		—		—		—
Real estate chargeoffs		11,732			—		—		—		—		—		—
Loan recoveries		—			1,329		1,354		—		—		—		—
Operations Data:
Interest and dividend income	$	57,060		$	61,483	$	123,598	$	128,497	$	131,916	$	128,605	$	97,881
Interest expense		33,205			41,996		81,000		90,335		89,653		78,297		57,447
Net interest and dividend income		23,855			19,487		42,598		38,162		42,263		50,308		40,434
Provision for loan losses		97,172			4,543		10,865		11,158		3,760		2,652		4,075
Net interest and dividend (expense) income after loan loss provision		(73,317	)		14,944		31,733		27,004		38,503		47,656		36,359
Noninterest income		1,030			130		297		5,026		8,825		6,855		6,594
Provision for real estate losses		10,521			288		2,275		518		—		—		—
Noninterest expenses(1)		12,116			12,205		24,809		18,355		12,876		13,027		10,703

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	At or for the Six Months Ended June 30,						At or For The Year Ended December 31,
($ in thousands, except per share data)	2010			2009			2009			2008			2007			2006			2005
	(unaudited)
(Loss) earnings before income taxes		(94,924	)		2,581			4,946			13,157			34,452			41,484			32,250
(Benefit) provision for income taxes		(40,997	)		908			1,816			5,891			15,012			17,953			14,066
Net (loss) earnings before preferred dividend requirements		(53,927	)		1,673			3,130			7,266			19,440			23,531			18,184
Preferred dividend requirements		824			814			1,632			41			—			—			—
Net (loss) earnings available to common stockholders	$	(54,751	)	$	859		$	1,498		$	7,225		$	19,440		$	23,531		$	18,184
Per Common Share Data:
Basic (loss) earnings per share	$	(6.48	)	$	0.10		$	0.18		$	0.87		$	2.35		$	2.98		$	2.65
Diluted (loss) earnings per share		(6.48	)		0.10			0.18			0.87			2.31			2.82			2.47
Cash dividends per share		—			—			—			0.25			0.25			—			—
Book value per share(2)		15.33			22.96			23.04			22.84			22.23			20.31			17.41
Market price per share		5.50			3.50			3.28			3.99			17.22			34.41			24.04
Other Data and Ratios:
Common shares outstanding		9,120,812			8,270,812			8,270,812			8,270,812			8,075,812			8,371,595			7,823,058
Common stock warrants and options outstanding		1,018,122			955,712			1,019,722			959,512			332,640			195,000			696,465
Average common shares used to calculate:
Basic (loss) earnings per share		8,444,569			8,270,812			8,270,812			8,259,091			8,275,539			7,893,489			6,861,887
Diluted (loss) earnings per share		8,444,569			8,270,812			8,270,812			8,267,781			8,422,017			8,401,379			7,449,658
Adjusted net (loss) earnings for diluted earnings per share	$	(54,751	)	$	859		$	1,498		$	7,225		$	19,484		$	23,679		$	18,399
Net interest margin		2.19	%		1.71	%		1.83	%		1.79	%		2.11	%		2.75	%		2.70	%
Return on average assets		-4.71	%		0.14	%		0.13	%		0.34	%		0.96	%		1.28	%		1.20	%
Return on average common equity		-59.09	%		1.77	%		1.65	%		3.94	%		11.05	%		15.82	%		16.91	%
Noninterest income to average assets		0.09	%		0.01	%		.01	%		0.23	%		0.44	%		0.37	%		0.44	%
Noninterest expenses to average assets(3)		0.79	%		0.90	%		0.84	%		0.65	%		0.61	%		0.71	%		0.71	%
Nonperforming assets to total assets		2.46	%		6.22	%		6.49	%		5.18	%		4.49	%		0.17	%		0.04	%
Nonaccrual loans to total loans		1.35	%		7.40	%		7.31	%		6.33	%		5.59	%		0.22	%		0.05	%
Loans, net of unearned income to deposits		75	%		88	%		83	%		92	%		97	%		94	%		99	%
Loans, net of unearned income to deposits (bank only)		72	%		82	%		79	%		85	%		88	%		84	%		88	%
Allowance for loan losses to total net loans		2.17	%		1.84	%		1.94	%		1.67	%		1.34	%		1.20	%		1.11	%
Allowance for loan losses to nonaccrual loans		160	%		25	%		26	%		26	%		24	%		545	%		2,024	%
Efficiency ratio(4)		36	%		53	%		46	%		33	%		24	%		23	%		23	%
Average stockholders’ equity to average total assets		9.01	%		9.15	%		9.03	%		8.55	%		8.69	%		8.06	%		7.11	%
Stockholders’ equity to total assets		7.59	%		8.96	%		8.91	%		9.33	%		8.88	%		8.62	%		7.98	%
Tier 1 leverage capital to average assets		8.32	%		11.36	%		11.17	%		12.21	%		11.59	%		11.43	%		10.85	%
Tier 1 capital to risk weighted assets		11.37	%		13.85	%		14.18	%		14.27	%		13.53	%		13.85	%		12.39	%
Total capital to risk weighted assets		12.64	%		15.11	%		15.44	%		15.52	%		14.78	%		14.95	%		14.42	%

¹ Includes expenses related to foreclosed real estate of $3,097 and $1,721 for the six months ended June 30, 2010 and 2009, respectively, and $4,945, $4,281 and $489 for the years ended December 31, 2009, 2008 and 2007, respectively.

² Represents total common stockholders’ equity less preferred stock dividends in arrears of $0.8 million, only at June 30, 2010, divided by the number of common shares outstanding.

³ For purposes of this calculation, noninterest expenses exclude foreclosed real estate expenses.

⁴ Defined as noninterest expenses (excluding foreclosed real estate expenses) as a percentage of net interest and dividend income plus noninterest income.

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RISK FACTORS

Investment in our Class A common stock involves a high degree of risk. We urge you to read all of the information contained or incorporated by reference in this prospectus, including the “Special Cautionary Note Regarding Forward-Looking Statements.” In addition, we urge you to consider carefully the following risk factors in evaluating an investment in our Class A common stock before you purchase any shares of our Class A common stock offered by this prospectus.

Risks Related to Our Business

Additional increases in our level of nonperforming assets could have an adverse effect on our financial condition and operating results.

Our results of operations for the last two years and for the first half of 2010 have been negatively impacted by the weak economy, high rates of unemployment, increased office and retail vacancy rates and lower commercial real estate values, all of which have resulted in a significant increase in our nonperforming assets and associated loan and real estate loss provisions and related expenses to carry these assets. We expect these unfavorable conditions to continue for some period of time.

Although we have and will continue to actively manage the resolution of our nonperforming and problem assets on an individual basis, due to the cost of and delays we have encountered in connection with the pursuit of available remedies and to respond to concerns from our regulators to reduce our criticized assets, we completed a bulk sale in order to accelerate the reduction of our problem assets. On May 25, 2010, we sold certain non-performing and underperforming loans on commercial real estate and multi-family properties and some real estate owned. The assets sold aggregated to approximately $207 million and consisted of $187 million of loans and $14.4 million of real estate owned by INB and $5.6 million of loans owned by IMC. All of the assets were sold at a substantial discount to their net carrying values of $197.7 million for an aggregate purchase price of $121.5 million. As a result of this bulk sale, we recorded a $78.6 million combined provision for loan and real estate losses, which contributed approximately $44 million to the net loss we reported in the first half of 2010.

Our nonperforming assets at June 30, 2010, amounted to $53.2 million, or 2.46% of our total assets, and were comprised of $18.9 million of nonaccrual loans and $34.3 million of real estate acquired through foreclosure. At June 30, 2010, we also had $21.4 million of accruing troubled debt restructurings on which we have granted certain concessions to provide payment relief generally consisting of the deferral of principal and or interest payments for a period of time, or a partial reduction in interest payments. No assurance can be given that we will not be required to sell these as well as other problem assets in the future below their then net carrying values.

Our ability to complete foreclosure or other proceedings to acquire and sell certain collateral properties in many cases can be delayed by various factors including bankruptcy proceedings and an overloaded court system. As a result, the timing and amount of the resolution and/or disposition of nonaccrual loans as well as foreclosed real estate cannot be predicted with certainty. If the current downturn in commercial real estate values and local economic conditions in both New York and Florida or if the delays noted above continues, it will have an adverse impact on our asset quality, level of nonperforming assets, operating costs, charge-offs, profitability and capital. There can be no assurance that we will not have significant additional loan and real estate loss provisions or expenses in connection with the ultimate collection of nonaccrual loans or in carrying and disposing of foreclosed real estate. We also do not record interest income on nonaccrual loans or real estate owned, thereby adversely affecting our income, and we also incur increased related administration costs. In addition, the resolution of our nonperforming assets requires significant commitments of time from our management and directors, which could be detrimental to the performance of their other responsibilities. All of the above factors could have an adverse effect on our financial condition and operating results.

We may have higher loan and real estate losses than we have allowed for which could adversely affect our financial condition and operating results.

We maintain an allowance for loan losses and a valuation allowance for real estate losses that we believe reflect the risks of losses inherent in our loan portfolio and our portfolio of real estate acquired through

13

foreclosure. There is a risk that we may experience losses that could exceed the allowances we have set aside. In determining the size of the allowances, we make various assumptions and judgments about the collectability of our loan portfolio and the estimated market values of collateral properties and foreclosed real estate, which are discussed under the caption “Critical Accounting Policies” in our most recent Report on Form 10-Q, which is incorporated herein by reference. If our assumptions and judgments prove to be incorrect, we may have to increase these allowances by recording additional provisions, which could have an adverse effect on our operating results and financial condition. There can be no assurances that our allowances for loan and real estate losses will be adequate to protect us against actual loan and real estate losses that we may incur. Furthermore, our regulators may require us to make additional provisions for loan and real estate losses and/or recognize additional charge-offs after their periodic review of these portfolios and related allowances, which could also have a material adverse effect on our financial condition and results of operations. As part of the proposed formal agreement with the OCC, we will be required to evaluate our allowance for loan loss methodology, which could cause additional provisions for loan losses to be taken.

We are subject to the risks and costs associated with the ownership of real estate, which could adversely affect our operating results and financial condition.

We may need to foreclose on the properties that collateralize our mortgage loans that are in default as a means of repayment and may thereafter own and operate such properties, which expose us to risks and costs inherent in the ownership of real estate. The amount that we may realize from the sale of a collateral property is dependent upon the market value of the property at the time we are able to find a buyer and actually sell the asset. In addition, the costs associated with the ownership of real estate, principally real estate taxes, insurance and maintenance and repair costs, may exceed the rental income earned from the property, if any, and we may therefore have to advance additional funds in order to protect our investment or we may be required to dispose of the property at a loss. Further, hazardous substances could be discovered on the properties and we may be required to remove the substances from and remediate the properties at our expense, which could be substantial. We may not have adequate remedies against the owners of the properties or other responsible parties and the remedies may involve substantial delay and expense to us and we may find it difficult to sell the affected properties and we may be forced to own the properties for an extended period of time. All of the above factors could adversely affect our operating results and financial condition.

Our loan portfolio is concentrated in commercial and multi-family real estate mortgage loans, which increases the risk associated with our loan portfolio.

Our loan portfolio is concentrated in loans secured by commercial and multi-family real estate (including rental apartment buildings, retail condominium units, office buildings, mixed-use properties, shopping centers, hotels, restaurants, industrial/warehouse properties, parking lots/garages, mobile home parks, self-storage facilities and some vacant land). This concentration increases the risk associated with our loan portfolio because commercial real estate and multi-family loans are generally considered riskier than many other kinds of loans, like single family residential real estate loans, since these loans tend to involve larger loan balances to one borrower or groups of related borrowers and repayment of such loans is typically dependent upon the successful operation of the underlying real estate. Furthermore, the banking regulators continue to give commercial real estate lending greater scrutiny and banks with higher levels of these loans are expected to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as higher levels of allowances for possible losses and capital levels as a result of commercial real estate lending growth and exposures.

Additionally, we have loans secured by vacant or substantially vacant properties as well as some vacant land, all of which typically do not have adequate or any income streams and depend upon other sources of cash flow from the borrower for repayment. Furthermore, many of our borrowers have more than one mortgage loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship may expose us to a greater risk of loss. As of June 30, 2010, our average real estate loan size was $2.4 million. Regardless of the underwriting criteria we utilize, losses may be experienced as a result of various factors beyond our control, including, among other things, changes in market and economic conditions affecting the value of our loan collateral and problems affecting the credit and business of our borrowers.

14

Our ability to recover our investment in the mortgage loans we originate is dependent on the market value of the properties underlying such loans because many of our mortgage loans have nonrecourse or limited recourse. In addition, our losses in connection with delinquent and foreclosed loans may be more pronounced because our commercial and multi-family real estate mortgage loans generally defer repayment of a substantial part of the original principal amount until maturity.

In the event we are required to foreclose on a property securing one of our mortgage loans or otherwise pursue our remedies in order to protect our investment, there can be no assurance that we will recover funds in an amount sufficient to prevent a loss to us. The market value of the real estate collateralizing our loans may not, at any given time, be sufficient to satisfy the outstanding principal amount of our loans. All of the above factors could adversely affect our operating results and financial condition.

The properties securing our loans are concentrated in New York and Florida, which increases the risk associated with our loan portfolio.

The properties securing our mortgage loans are concentrated in New York and Florida (our two primary lending market areas), which have and continue to suffer weak economic conditions and lower commercial real estate values. Additionally, we have and will continue to lend in geographical areas that are in the process of being revitalized or redeveloped which can be negatively impacted to a greater degree in an economic downturn. Properties securing our loans in these types of neighborhoods may be more susceptible to fluctuations in property values than in more established areas. Many of the multi-family properties located in New York City and surrounding areas are also subject to rent control and rent stabilization laws, which limit the ability of the property owners to increase rents, which may in turn limit the borrower’s ability to repay those mortgage loans which results in a higher degree of risk.

Taxes on real property in Florida have also increased substantially in recent years, and New York is facing budget deficits that could result in higher taxes. Higher taxes may adversely affect our borrowers’ cash flows and our costs of foreclosed property as well as real estate values generally.

Political issues, including armed conflicts and acts of terrorism, may have an adverse impact on economic conditions of the country as a whole and may be more pronounced in specific geographic regions. Economic conditions affect the market value of the mortgaged properties underlying our loans as well as the levels of rent and occupancy of income-producing properties. Since a large number of properties underlying our mortgage loans are located in New York City, we may be more vulnerable to the adverse impact of such occurrences than other institutions. Acts of terrorism could have a significant impact on our ability to conduct our business. Such events could affect the ability of our borrowers to repay their loans, could impair the value of the collateral securing our loans, and could cause significant property damage, thus increasing our expenses and/or reducing our revenues.

All of the above factors could adversely affect our operating results and financial condition.

Our concentration on commercial real estate loans, OCC policies and the proposed formal agreement with the OCC require us to strengthen our management and systems, which has increased our expenses, raised the amount of capital we must maintain, and is expected to further increase our operating costs.

The OCC and the other bank regulators require banks with concentrations of assets to have management, policies, procedures and systems appropriate to manage these risks, especially where the real estate loans are concentrated geographically or in particular lines of business. Commercial real estate (inclusive of multifamily properties and vacant land) comprised 99.8% of our total loan portfolio and 65% of our total assets, and represented 852% of our total stockholders’ equity at June 30, 2010. We have been and will continue to be required to hold heightened levels of capital as a result of the risks of our concentration of commercial real estate loans.

The proposed formal agreement with the OCC will require us to better address our real estate concentrations and related risks consistent with OCC guidance, including adopting policies and procedures to identify concentrations and risks within our commercial real estate portfolio, and implementing policies and procedures complying with OCC guidance.

15

These include:

• Management information systems to better identify, measure, monitor, report and manage commercial real estate risks and compliance with policies and procedures;

• Maintenance of an adequate allowance for loan losses, consistent with OCC rules;

• Increased management and board of directors’ oversight;

• Actions to control real estate concentrations and reduce related risks; and

• Actions to reduce interest rate and liquidity risks.

These efforts will require increased management time and costs, including additional personnel and costs of consultants and other third parties.

Our commercial real estate loans are relatively short-term and we face the risk of borrowers being unable to refinance or pay their loans at maturity which could adversely affect our earnings, credit quality and liquidity.

Our commercial real estate loans have an average maturity of approximately four years, and finance properties with long lives. Our borrowers are expected to have to refinance their loans at maturity, or pay the loans at maturity from other sources of cash or from sales of the financed properties. We are therefore subject to the risks that our borrowers will not be able to repay or refinance their loans from us due to adverse conditions in their businesses, unavailability of alternative financing, or an inability to timely sell the property securing our loan. The ongoing credit crisis and disruptions in the commercial real estate markets, the virtual disappearance of the commercial real estate securitization market and other lenders’ diversification away from commercial real estate lending, as well as declines in property values have all increased our credit risks, increased our delinquent and nonperforming loans, and our foreclosures and the potential for future losses on our loans. Problem and foreclosed loans increase our costs and take additional time and effort to manage. These conditions also reduce the rate of payoffs on our loans, which reduces our customary liquidity from loan turnover.

Weak economic conditions in our New York and Florida markets could continue to negatively impact our asset quality, financial condition and operating results.

Unlike larger national or regional banks that are more geographically diversified, our business and earnings are closely tied to the local economic conditions and commercial real estate values in New York and Florida. The local economies and commercial real estate values in both states continued to weaken in recent periods and we expect these conditions to continue for some period of time. A sustained and prolonged economic and real estate downturn could continue to adversely affect the quality of our assets, further increase our credit losses, real estate losses and related expenses, and reduce the demand for our products and services, which could adversely affect our financial condition and operating results.

Our ability to realize our deferred tax assets will be reduced in the future if our estimates of future taxable income from our operations and tax planning strategies do not support our deferred tax amount, and the amount of our net operating loss carryforward and certain other tax attributes realizable for income tax purposes may be reduced under Section 382 of the Internal Revenue Code as a result of future sales of our capital securities.

As of June 30, 2010, we had a net deferred tax asset of $47.7 million, which includes a gross net operating loss carryforward of approximately $71 million (or $31 million of the total tax asset) that was generated mostly from our recent bulk sale of nonperforming and underperforming assets. This deferred tax asset is available to reduce income taxes payable on our future earnings.

The amount of net operating loss carry-forwards and certain other tax attributes realizable annually for income tax purposes may be reduced by an offering and/or other sales of our capital securities, including transactions in the open market by 5% or greater shareholders, if an ownership change is deemed to occur under Section 382 of the Internal Revenue Code.

16

The determination of whether an ownership change has occurred under Section 382 is highly fact specific and can occur through one or more acquisitions of capital stock (including open market trading) if the result of such acquisitions is that the percentage of our outstanding common stock held by shareholders or groups of shareholders owning at least 5% of our common stock at the time of such acquisition, as determined under Section 382, is more than 50 percentage points higher than the lowest percentage of our outstanding common stock owned by such shareholders or groups of shareholders within the prior three-year period. In connection with the bulk sale in May 2010, we also sold shares of our Class A common stock representing approximately 9.9% of our issued and outstanding shares of Class A common stock after issuance. That transaction, combined with future sales of shares of our Class A common stock, could increase the risk of a possible future change in control as defined under Section 382.

Hurricanes or other adverse weather or environmental events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations.

Our market areas in Florida are especially susceptible to hurricanes and tropical storms and related flooding and wind damage. In addition, our Pinellas County, Florida market may be adversely impacted by the recent BP oil spill in the Gulf of Mexico. Such weather and other environmental events can disrupt operations, result in damage to properties and negatively affect the local economies in the markets where we operate. The BP oil spill may adversely affect the cash flows, values and marketability of properties in Florida securing our loans. Hurricane and other storm damage in Florida have increased the costs of insuring properties in Florida. We cannot predict whether or to what extent damage that may be caused by such events will affect our operations or the economies in our current or future market areas, but such events could result in a decline in loan originations, a decline in the value or destruction of properties securing our loans and an increase in loan delinquencies, foreclosures or loan losses. Our business or results of operations may be adversely affected by these and other negative effects of future hurricanes, tropical storms, including flooding and wind damage, or other environmental events. Many of our customers have incurred significantly higher property and casualty insurance premiums on their properties located in our markets, which may adversely affect real estate sales and values in our markets.

We may be required to recognize additional impairment charges on our investment in trust preferred securities, which would adversely affect our operating results and financial condition.

INB owns trust preferred security investments with a net carrying value of $5.2 million at June 30, 2010 that are classified as held to maturity. The estimated fair value of these securities are very depressed due to the unusual credit conditions that the financial industry has faced since the middle of 2008 and weak economic conditions, which has severely reduced the demand for these securities and rendered their trading market inactive. In 2009 and through the first half of 2010, we have recorded other than temporary impairment (“OTTI”) charges totaling $2.8 million on these securities. The OTTI determination was based on an increase in the aggregate amount of deferred and defaulted interest payments on the underlying collateral by the issuing banks such that it is no longer probable that INB will recover its full investment in the applicable security. There can be no assurance that there will not be further write downs in the future on these trust preferred securities, which could adversely affect our operating results and financial condition.

Our business strategy may not be successful.

Our business strategy is to attract deposits and originate commercial and multi-family real estate loans on a profitable basis. Our ability to execute this strategy depends on factors outside of our control, including the state of economic conditions generally and in our market areas in particular, as well as interest rate trends, the state of credit markets, loan demand, competition, government regulations, regulatory restrictions and other factors. We can provide no assurance that we will be successful in maintaining or increasing the level of our loans and deposits at an acceptable risk or on profitable terms, while also managing the costs of resolving our nonperforming assets. There can be no assurance that there will be any future growth in our current business or that it will be profitable.

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We depend on a small number of executive officers and other key employees to implement our business strategy and our business may suffer if we lose their services.

Our success is dependent on the business expertise of a small number of executive officers and other key employees. Mr. Lowell Dansker, age 59, our Chairman, and Mr. Keith Olsen, age 56, President of the Bank, have historically made all of the underwriting and lending decisions for us.

We recently hired a new chief credit officer and have also recently hired an asset/liability manager to enhance the management team’s breadth and depth. However, if Mr. Dansker or Mr. Olsen or any of our other executive officers or key employees were to become unavailable for any reason, our business may be adversely affected because of their skills and knowledge of the markets in which we operate, their years of real estate lending experience and the difficulty of promptly finding qualified replacement personnel. To attract and retain qualified personnel to support our business, we offer various employee benefits, including executive employment agreements. We have a written management succession plan that identifies internal officers to perform executive officer functions in case of temporary disruptions due to such things as illnesses or leaves of absence. The plan contains procedures regarding the selection of permanent replacements, if any, for key officers. There can be no assurance that this plan would be effective or that we would be able to attract and retain qualified personnel. Competition for qualified personnel may also lead to increased hiring and retention costs.

We face strong competition in our market areas.

Our primary markets consist of the New York City area and the Tampa Bay area of Florida, which are highly competitive and such competition may increase further. We experience competition in both lending and attracting deposits from other banks and nonbanks located within and outside our primary market areas, some of which are significantly larger institutions with greater resources, lower cost of funds or a more established market presence. Nonbank competitors for deposits and deposit-type accounts include savings associations, credit unions, securities firms, investment bankers, money market funds, life insurance companies and the mutual fund industry. For loans, we experience competition from other banks, savings associations, finance companies, mortgage bankers and brokers, insurance companies, credit card companies, credit unions, pension funds and securities firms. Because our business depends on our ability to attract deposits and originate loans profitably, our ability to efficiently compete for depositors and borrowers is critical to our success. External factors that may impact our ability to compete include changes in local economic conditions and commercial real estate values, changes in interest rates, regulatory actions that limit the rates we pay on our deposits to market rates, changes in the credit markets and funds available for lending generally, advances in technology, changes in government regulations and the consolidation of banks and thrifts within our marketplace.

We depend on brokers for our loan originations and any reduction in referrals could limit our ability to grow or maintain the size of our loan portfolio.

We rely significantly on referrals from commercial real estate mortgage brokers for our loan originations. Our loan origination volume depends on our ability to continue to attract these referrals from mortgage brokers. If those referrals were to decline or not expand, there can be no assurances that other sources of loan originations would be available to us.

Liquidity risks could negatively affect our operations and business.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, repayments of loans, or other sources could have a substantial negative effect on our liquidity. In addition to deposits, our primary funding sources include unsecured federal funds that we purchase from correspondent banks as well as secured advances, both short- and longer-term, that are available from the Federal Home Loan Bank of New York and the Federal Reserve Bank of New York, with the use of our investment securities and certain loans that can be pledged as collateral. Other sources of liquidity that may be available to us, but cannot be assured, include our ability to issue and sell debentures, preferred stock or common stock in public or private transactions.

Our access to adequate amounts of funding sources on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Our ability to borrow

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could also be impaired by factors that are not specific to us, such as further disruption in the financial markets, adverse changes in the financial condition of our correspondent banks that supply us with federal funds, or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the credit markets. There can be no assurance that our current level of liquidity sources will be adequate or will not be adversely affected in the future and reduce the availability of funds to us.

Volatility in the capital and credit markets may negatively impact our business.

The capital and credit markets have experienced severe volatility and disruption. In some cases, the markets produced downward pressure on stock prices and reduced credit availability for certain issuers without regard to those issuers’ underlying financial condition or performance. If current levels of market disruption and volatility were to continue or worsen, we may experience adverse effects, which may be material, on our ability to access capital or credit and on our business, financial condition and results of operations.

Changes in interest rates could adversely impact our earnings and we must continually identify and invest in mortgage loans or other instruments with rates of return above our cost of funds.

As a financial institution, we are subject to the risk of fluctuations in interest rates. A significant change in interest rates could have a material adverse effect on our profitability, which depends primarily on the generation of net interest income which is dependent on our interest rate spread, which is the difference between yields earned on our interest-earning assets and the rates paid on our interest-bearing liabilities. As a result, our success depends on our ability to invest a substantial percentage of our assets in mortgage loans with rates of return that exceed our cost of funds. We expect lower rates of return from our investment securities, especially our government securities and overnight investments, than from our loans. Regulatory requirements for greater liquidity may adversely affect our profitability. Both the pricing and mix of our interest-earning assets and our interest-bearing liabilities are impacted by such external factors as our local economies, competition for loans and deposits, the state of the credit markets, government monetary policy and market interest rates.

Fluctuations in interest rates are difficult to predict and manage and, therefore, there can be no assurance of our ability to maintain a consistent positive interest rate spread. There can be no assurances that a sudden and substantial change in interest rates may not adversely impact our earnings, our cost of funds, loan demand, and the value of our collateral and investment securities.

Our level of indebtedness may adversely affect our financial condition and our business.

Our borrowed funds (exclusive of deposits) and related interest payable was approximately $99 million at June 30, 2010. This level of indebtedness could make it difficult for us to satisfy all of our obligations to the holders of our debt and could limit our ability to obtain additional debt financing to fund our working capital requirements. The inability to incur additional indebtedness could adversely affect our business and financial condition by, among other things, limiting our flexibility in planning for, or reacting to, changes in our industry; and placing us at a competitive disadvantage with respect to our competitors who may operate on a less leveraged basis. As a result, this may make us more vulnerable to changes in economic conditions and require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, which would reduce the funds available for other purposes. In 2010, we deferred our interest payments on our $56.7 million of outstanding trust preferred securities and suspended the dividend payments on our $25 million of outstanding TARP cumulative preferred stock, which limits our options in raising capital or new funding. Furthermore, the FRB has prohibited us from incurring any new indebtedness without their permission.

Reputational risk and social factors may negatively impact us.

Our ability to attract and retain depositors and customers is highly dependent upon consumer and other external perceptions of either or both of our business practices and financial condition. Adverse perceptions could damage our reputation to a level that could lead to difficulties in generating and maintaining deposit

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accounts, accessing credit markets and increased regulatory scrutiny on our business. Borrower payment behaviors also affect us. To the extent that borrowers determine to stop paying on their loans where the financed properties’ market values are less than the amount of their loan, or otherwise, our costs and losses may increase. Adverse developments or perceptions regarding the business practices or financial condition of our competitors, or our industry as a whole, may also indirectly adversely impact our reputation. In addition, adverse reputational impacts on third parties with whom we have important relationships may also adversely impact our reputation. All of the above factors may result in greater regulatory and/or legislative scrutiny, which may lead to laws or regulations that may change or constrain the manner in which we engage with our customers and the products we offer and may also increase our litigation risk. If these risks were to materialize they could negatively impact our business, financial condition and results of operations.

Future acquisitions and expansion activities may disrupt our business, dilute existing shareholders and adversely affect our operating results.

We periodically evaluate potential acquisitions and expansion opportunities. To the extent that we grow through acquisitions, we cannot assure you that we will be able to adequately or profitably manage this growth. Acquiring other banks, branches or businesses, as well as other geographic and product expansion activities, involve various risks including:

• risks of unknown or contingent liabilities;

• unanticipated costs and delays;

• risks that acquired new businesses do not perform consistent with our growth and profitability expectations;

• risks of entering new markets or product areas where we have limited experience;

• risks that growth will strain our infrastructure, staff, internal controls and management, which may require additional personnel, time and expenditures;

• exposure to potential asset quality issues with acquired institutions;

• difficulties, expenses and delays of integrating the operations and personnel of acquired institutions, and start- up delays and costs of other expansion activities;

• potential disruptions to our business;

• possible loss of key employees and customers of acquired institutions;

• potential short-term decreases in profitability; and

• diversion of our management’s time and attention from our existing operations and business.

Regulatory Risks

Attractive acquisition or expansion opportunities may not be available to us in the future.

While we seek continued organic growth, as our earnings and capital position improve, we may consider the acquisition of other businesses or expansion into new product lines. We expect that other banking and financial companies, many of which have significantly greater resources, will compete with us to acquire financial services businesses. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisitions and expansion proposals. Any acquisition could be dilutive to our earnings and shareholders’ equity per share of our common stock. Pursuit of new product lines, moreover, will require acquisition of additional resources and personnel and there can be no assurance that such resources and personnel will be available to us or can be obtained without unreasonable costs and expense.

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We operate in a highly regulated industry and government regulations significantly affect our business.

The banking industry is extensively regulated with regulations intended primarily to protect depositors, consumers and the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (FDIC). We are subject to regulation and supervision by the Board of Governors of the Federal Reserve System, or Federal Reserve Board (FRB) and the Bank is also subject to regulation and supervision by the Office of the Comptroller of the Currency (OCC). Regulatory requirements affect our lending practices, capital structure, investment practices, asset allocations, operating practices, growth and dividend policy.

The bank regulatory agencies have broad authority to prevent or remedy unsafe or unsound practices or violations of law. Recently, regulators have intensified their focus on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements resulting in an increased burden to us. There is also increased scrutiny of our compliance with the rules enforced by the Office of Foreign Assets Control (OFAC). We are also subject to regulatory capital requirements, and a failure to meet capital requirements that are applicable to us or to comply with other regulations could result in actions by regulators that could adversely affect our business. In addition, changes in law, regulations and regulatory practices affecting the banking industry may limit the manner in which we may conduct our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, containing comprehensive regulatory reform, has recently been enacted. While the full effects of the legislation on us cannot yet be determined, it could result in higher compliance and other costs, reduced revenues and higher capital and liquidity requirements, among other things, which could adversely affect our business.

Our current operations and activities are subject to heightened regulatory oversight which increases our operating expenses and we expect further formal regulatory enforcement actions that may negatively impact our business.

On April 7, 2009, our bank subsidiary INB (also referred to as the Bank) entered into a Memorandum of Understanding (“MOU”) with the OCC, its primary regulator, which requires the Bank to (1) appoint a Compliance Committee to monitor and coordinate the Bank’s adherence to the MOU and to submit progress reports to the OCC; (2) develop and implement a Strategic Plan in accordance with guidelines set forth in the MOU; (3) review and revise the Bank’s Contingency Funding Plan to address matters outlined in the MOU; (4) develop and implement a written program to improve credit risk management processes that are consistent across the Bank’s two primary markets; (5) develop and implement a three-year capital program in accordance with guidelines set out in the MOU; and (6) review and revise the Bank’s interest rate risk policy and procedures to address matters set forth in the MOU.

Although the Bank believes it has made progress in addressing various matters covered by the MOU, it understands that the OCC plans to pursue and enter into a formal agreement with the Bank, which agreement is likely to cover many of the same areas addressed in the MOU, including the following:

• appointment of a compliance committee, all but one of which must be independent, to monitor and coordinate adherence to the formal agreement;

• development of a strategic plan, which will, among other things, establish objectives and identify strategies to achieve those objectives;

• development of a long-term capital plan and achievement and maintenance of required capital levels;

• an assessment of certain executive officers;

• development and implementation of a plan to improve earnings;

• a program for liquidity risk management and maintenance of adequate liquidity levels with monthly reporting and weekly advisories to the OCC concerning deposit maturities;

• implementation of a plan to diversify assets;

• implementation of a plan to improve loan portfolio management;

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• a program to eliminate criticized assets;

• a program for the review of loans to assure timely identification and characterization of problem credits;

• a program for the maintenance of an adequate allowance for loan losses consistent with OCC rules;

• appraisals of real property that are timely and comply with OCC requirements; and

• interest rate risk policies.

Many of these plans and programs will be subject to OCC review and approval.

If the Bank enters into the formal agreement on the currently expected terms, the Bank will not be allowed to accept brokered deposits without the prior approval of the OCC and it would also be required, in the absence of a waiver from the FDIC, based on a determination that INB operates in high cost deposit markets, to maintain its deposit pricing at or below the national rates published by the FDIC, plus 75 basis points. At June 30, 2010, the Bank had total brokered deposits of $159.6 million, of which $21.5 million (13%) mature by June 30, 2011. At June 30, 2010, all of the Bank’s deposit products were at levels at or below the FDIC national rates plus 75 basis points. The FDIC’s national rate is a simple average of rates paid by U.S. depository institutions as calculated by the FDIC.

We expect, moreover, that the current capital levels the Bank is required to maintain (Tier 1 capital to total average assets (leverage ratio) - 9%; Tier 1 capital to risk-weighted assets - 10%; and total capital to risk-weighted assets - 12%) will be included in any formal agreement that INB may enter into with the OCC.

As a result of all of the above, our operations, lending activities and capital levels are now subject to heightened regulatory oversight, over and above the extensive regulation which normally applies to us under existing regulations, which will increase our expenses and could negatively impact our business. In addition, failure by the Bank to comply with these heightened requirements could lead to additional regulatory actions, expenses and other restrictions, including the possible sale, merger, liquidation or receivership of the Bank if we are unable to comply.

IBC has relied on cash dividends from its subsidiaries.

IBC is a separate and distinct legal entity from INB and IMC, its wholly-owned subsidiaries. Prior to January 2010, INB made cash dividend payments to IBC to fund the interest payments on IBC’s outstanding debt and the cash dividend requirements on its outstanding preferred stock held by the U.S. Treasury. Various federal and state laws and regulations limit the amount of dividends that a bank may pay to its parent company. In addition, IBC’s right to participate in a distribution of assets upon the liquidation or reorganization of a subsidiary is subject to the prior claims of the subsidiary’s creditors. The inability to receive dividends from INB materially and adversely affects IBC’s liquidity and its ability to service its debt, pay its other obligations, or pay cash dividends on its common or preferred stock, which could have a material adverse effect on our business.

In January 2010, INB was informed by it primary regulator, the OCC, that it will not be permitted to pay any cash dividends to IBC. INB accordingly suspended its cash dividend payments effective January 2010.

FDIC deposit insurance premiums have increased substantially and may increase further, which will adversely affect our results of operations.

Our operating results have been negatively impacted by a substantial increase in FDIC premiums for all FDIC insured banks. Our FDIC insurance expense for 2009 increased 246% from 2008 to $5.2 million, which included a special assessment imposed in June 2009 on all insured banks and amounted to $1.1 million for us. We expect deposit insurance premiums will continue to remain at a high level and may increase for all banks, including the possibility of additional special assessments, due to recent strains on the FDIC deposit insurance fund resulting from recent bank failures and an increase in the number of banks likely to fail over the next few years. Our current level of FDIC insurance expense as well as any further increases thereto will adversely affect our operating results.

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We are not paying dividends on our preferred stock or common stock and are deferring distributions on our trust preferred securities, and we are restricted in otherwise paying cash dividends on our common stock. The failure to resume paying dividends on our preferred stock and trust preferred securities may adversely affect us.

We historically paid cash dividends before we suspended dividend payments on our preferred and common stock and distributions on our trust preferred securities pursuant to the request of the FRB and the OCC on February 1, 2010 and January 10, 2010, respectively. The FRB, as a matter of policy, has indicated that bank holding companies should not pay dividends or make distributions on trust preferred securities using funds from the U.S Treasury’s Capital Purchase Program instituted under the Troubled Asset Relief Program (“TARP Capital Purchase Program”). Dividends and distributions on trust preferred securities also are generally limited to amounts available from current earnings. We have incurred losses to date in 2010. In February 2010, the FRB, the holding company’s primary regulator, informed us that we may not, without the prior approval of the FRB, pay dividends on or redeem our capital stock, pay interest on or redeem our trust preferred securities, or incur new debt and we have therefore suspended payment of dividends on our Series A Preferred Stock and the payment of interest on our trust preferred securities. Accordingly, there can be no assurance that any dividends will be paid in the future.

There is no assurance that we will receive approval to resume paying cash dividends following this offering. Even if we are allowed to resume paying dividends again by the FRB and the OCC, future payment of cash dividends on our common stock, if any, will be subject to the prior payment of all accrued and unpaid dividends and deferred distributions on our Series A Preferred Stock and trust preferred securities. As of June 30, 2010, we had $790,000 of unpaid dividends owing on our preferred stock and $1,141,000 of deferred distributions owing on our trust preferred securities. Further, we need prior Treasury approval to increase our quarterly cash dividends above $0.25 per common share through the earliest of December 23, 2011, the date we redeem all shares of Series A Preferred Stock or the Treasury has transferred all shares of Series A Preferred Stock to third parties. All dividends are declared and paid at the discretion of our board of directors and are dependent upon our liquidity, financial condition, results of operations, capital requirements and such other factors as our board of directors may deem relevant. Current and proposed regulatory requirements for increased capital and liquidity will limit our ability to pay dividends on our preferred and common stock and make distributions on our outstanding trust preferred securities.

Further, dividend payments on our Series A Preferred Stock and distributions on our trust preferred securities are cumulative and therefore unpaid dividends and distributions will accrue and compound on each subsequent dividend payment date. In the event of any liquidation, dissolution or winding up of the affairs of our company, holders of the Series A Preferred Stock shall be entitled to receive for each share of Series A Preferred Stock the liquidation amount plus the amount of any accrued and unpaid dividends. If we miss six quarterly dividend payments, whether or not consecutive, the Treasury will have the right to appoint two directors to our board of directors until all accrued but unpaid dividends have been paid. We cannot pay dividends on our outstanding shares of Series A Preferred Stock or our common stock until we have paid in full all deferred distributions on our trust preferred securities, which will require prior approval of the FRB.

Accounting, Systems and Internal Control Risks

Changes in accounting standards may affect our performance.

Our accounting policies and procedures are fundamental to how we record and report our financial condition and results of operations. From time to time, there are changes in the financial accounting and reporting standards that govern the preparation of financial statements in accordance with GAAP. These changes can be difficult to predict and can materially impact how we record and report our financial condition and operating results. The Financial Accounting Standards Board has and continues to issue a large number of accounting standards that necessarily require all companies to exercise significant judgment and interpretation in the application of those standards. For example, banks now need to use “significant” judgment when assessing the estimated fair value of the assets and liabilities sitting on their balance sheets even though market values can change rapidly and may not be representative due to the inactivity of certain markets. These judgments and

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estimates could lead to inaccuracy and/or incomparability of financial statements in the banking industry. Future changes in financial accounting and reporting standards, including marking all our assets and liabilities to market values, could have a negative effect on our operating results and financial condition and even require us to restate prior period financial statements.

The accuracy of our judgments and estimates about financial and accounting matters will impact operating results and financial condition.

We necessarily make certain estimates and judgments in preparing our financial statements. The quality and accuracy of those estimates and judgments will have an impact our operating results and financial condition. For a further discussion, see the caption “Critical Accounting Policies” in our most recent Report on Form 10-Q, which is incorporated herein by reference.

Failure to maintain an effective system of internal control over financial reporting may not allow us to be able to accurately report our financial condition, operating results or prevent fraud.

We regularly review and update our internal control over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. We maintain controls and procedures to mitigate against risks such as processing system failures and errors, and customer or employee fraud. We maintain insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and can provide only reasonable assurances that the objectives of the system are met. Events could occur which are not prevented or detected by our internal controls or are not insured against or are in excess of our insurance limits. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

A breach of information security could negatively affect our business.

We depend upon data processing, communication and information exchange on a variety of computing platforms and networks, including over the internet. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, general ledger, deposits and loans. We cannot be certain that all of our systems are entirely free from vulnerability to attack, despite safeguards we have instituted. We also rely on the services of a variety of vendors to meet our data processing and communication needs. If information security is breached, information can be lost or misappropriated and could result in financial loss or costs to us or damages to others. These costs or losses could materially exceed the amount of insurance coverage, if any, which would adversely affect our earnings. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on our ability to keep pace with technological advances and to invest in new technology as it becomes available.

Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven products and services. The inability to keep pace with technological changes on our part could also have a material adverse impact on our business, financial condition and operating results.

We are subject to various restrictions as a result of our participation in the U.S Treasury’s Capital Purchase Program.

We voluntarily participated in the TARP Capital Purchase Program and we are now subject to various restrictions as defined therein, including standards for executive compensation and corporate governance for as long as the Treasury holds our Series A Preferred Stock, or any common stock that may be issued to them pursuant to the warrant they hold. These standards generally apply to our Chief Executive Officer, Chief Financial Officer and the three next most highly compensated senior executive officers. The standards include (1) ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later

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proven to be materially inaccurate; (3) prohibition on making golden parachute payments to senior executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive. This deductibility limit on executive compensation, which currently only affects our Chairman’s compensation, will increase the overall after-tax cost of our compensation programs in future periods and we could potentially be subject to the above restrictions for a ten-year time period. Pursuant to the American Recovery and Reinvestment Act of 2009, further compensation restrictions, including significant limitations on incentive compensation and “golden parachute” payments, have been imposed on our most highly compensated employees, which may make it more difficult for us to retain and recruit qualified personnel, which could negatively impact our business, financial condition and results of operations.

Regulatory restrictions on hiring, compensating and indemnifying directors and senior executive officers may adversely affect us.

The OCC has, and the FRB likely will, require us to seek approval before electing any new directors or senior executive officers. Such hiring restrictions and inability to indemnify, and to pay any such persons “golden parachute” payments upon the termination of their service, may adversely affect our ability to attract or retain the qualified persons we need to operate our business.

Risks Relating to this Offering

Sales of a significant number of shares of our common stock in the public markets, or the perception of such sales, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets and the availability of those shares could adversely affect the market price of our Class A common stock. In addition, future issuances of equity securities, including pursuant to outstanding warrants or options, could dilute the interests of our existing stockholders, including you, and cause the market price of our Class A common stock to decline. We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy, to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options or for other reasons. We cannot predict the effect that future sales of our common stock would have on the market price of our Class A common stock.

Our stock price has been and is likely to be volatile, which could cause the value of our investment to decline.

The trading price of our Class A common stock has been and is likely to be highly volatile and subject to wide fluctuations in price. This volatility is in response to various factors, many of which are beyond our control, including:

• actual or anticipated variations in quarterly operating results from historical results or estimates of results prepared by securities analysts;

• announcements of new services or products by us or our competitors;

• announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

• conditions or trends in financial industry;

• additions or departures of key personnel;

• general economic conditions and interest rates;

• instability in the United States and other financial markets;

• sales of our common stock;

• earnings estimates and recommendations of securities analysts;

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• legislative, regulatory, accounting and tax changes, including those that may require banks to hold more capital and liquidity, generally;

• the performance and stock price of other companies that investors and analysts deem comparable to us;

• regulatory enforcement action and restrictions applicable to us;

• the soundness or predicted soundness of other financial institutions; and

• the public perception of the banking industry and its safety and soundness.

In addition, the stock market in general, and the NASDAQ Global Select Market and the market for commercial banks and other financial services companies in particular, has experienced significant price and volume fluctuations that sometimes have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. As a result of these factors, among others, the value of your investment may decline, and there is no assurance that you will be able to sell your shares of our Class A common stock at or above the offering price.

We may invest or spend the proceeds in this offering in ways with which you may not agree and in ways that may not earn a profit.

We intend to use the net proceeds of this offering (i) to add capital to the Bank, (ii) to provide the Company with liquidity to meet the parent company’s operating expenses, (iii) to pay distributions and dividends accrued and owing on our Series A preferred stock issued to the United States Treasury and our trust preferred securities, subject to prior regulatory approval, and (iv) for general corporate purposes, including to support our growth, liquidity and capital adequacy, which may include product expansions. However, we will retain broad discretion over the use of the proceeds from this offering and may use them for purposes other than those contemplated at the time of this offering. You may not agree with the ways we decide to use these proceeds, and our use of the proceeds may not yield any profits.

We are currently restricted from and have no present plans to pay cash dividends on our common stock.

We are presently subject to regulatory restrictions on our ability to pay dividends and we have no present intention to pay cash dividends on our common stock in the foreseeable future. Dividends on our common and preferred stock, if and when declared and paid by us, are subject to our financial condition and the financial condition of our subsidiaries, as well as other business considerations, including restrictions on the payment of dividends when we have deferred distributions on our outstanding trust preferred securities. We cannot pay any dividends on our common stock, unless and until we pay all outstanding unpaid distributions on our trust preferred securities and Series A preferred stock, and thereafter keep such payments current. The FRB has prohibited our payment of dividends and distributions on our stock and our trust preferred securities.

Voting control of our board of directors is held by a limited number of stockholders, whose interests may not always be aligned with yours.

As of the date of this prospectus, three stockholders, our Chairman and two members of his family, together beneficially owned approximately 24% of the outstanding Class A common stock and all of the outstanding Class B common stock. The holders of our Class B common stock, as a separate class, can elect two-thirds of our directors. As a result, voting control continues to rest with those persons. Therefore, the holders of our Class A common stock are not able to replace current management, since they only elect one-third of our directors. As the interests of the controlling stockholders might not always be aligned with your interests, these persons may exercise control over us in a manner detrimental to your interests. For example, the holders of Class B common stock could delay, deter or prevent a change in control or other business combination that might otherwise be deemed beneficial to our other stockholders.

If we fail to pay dividends on our outstanding shares of our Series A preferred stock through May, 2011, the United States Treasury will have the right to appoint two directors to our board, whose interests could conflict with or be different from those of our common shareholders or management.

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Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to our stockholders.

We are a holding company incorporated in Delaware. Anti-takeover provisions in Delaware law and our certificate of incorporation and bylaws, as well as regulatory approvals required under federal banking laws, could make it more difficult for a third party to acquire control of us and may prevent stockholders from receiving a premium for their shares of Class A common stock. Our certificate of incorporation provides that our board of directors may issue up to 300,000 shares of preferred stock, in one or more series, without stockholder approval and with such terms, preferences, rights and privileges as the board of directors may deem appropriate. These provisions, the control of the Dansker family over the election of two-thirds of our directors, and other factors may hinder or prevent a change in control, even if the change in control would be beneficial to, or sought by, our stockholders. See “Description of Our Securities — Certain Provisions Having Potential Anti-Takeover Effects.

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USE OF PROCEEDS

We anticipate that the net proceeds to us from the sale of our Class A common stock will be approximately $             million, after deducting offering expenses and underwriting commissions (or $             million, if the underwriter exercises its over-allotment option in full).

We intend to use the net proceeds of this offering:

• to add capital to the Bank;

• to provide the Company with liquidity to meet the parent company’s operating expenses;

• to pay distributions and dividends accrued and owing on our Series A preferred stock issued to the United States Treasury and our trust preferred securities, subject to prior regulatory approval; and

• for general corporate purposes, including to support our growth, liquidity and capital adequacy, which may include product expansions.

Before we apply any of the proceeds for any uses, they likely will be temporarily invested in short-term investment securities. The precise amounts and timing of the application of proceeds has yet to be determined by our management.

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of June 30, 2010 (i) on an actual basis and (ii) as adjusted to give effect to the sale of shares of Class A common stock at a price of $             per share, for total proceeds of approximately $            .

This information should be read together with our consolidated financial statements and other financial information set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, which is incorporated herein by reference herein.

	Actual At June 30,  2010 (unaudited)		As Adjusted At June 30, 2010 (unaudited)
	($ in thousands)
Long Term Debt
FHLB advances	$	40,500	$	40,500
Debentures payable — trust preferred securities		56,702		56,702
All other		1,380		1,380
Total indebtedness	$	98,582	$	98,582
Stockholders’ Equity
Preferred stock, 300,000 shares authorized, 25,000 shares issued and outstanding	$	23,659	$	23,659
Class A common stock, $1.00 par value, 62,000,000 shares authorized, 8,540,812 shares issued and outstanding before the offering (             shares pro forma)(1)		8,541
Class B common stock, $1.00 par value, 700,000 shares authorized, 580,000 shares issued and outstanding		580		580
Additional paid-in capital		74,923
Retained earnings		56,599		56,599
Total stockholders’ equity		164,302
Total capitalization	$	262,884

⁽¹⁾ Assumes that the over allotment option has not been exercised.

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MARKET FOR CLASS A COMMON STOCK

AND RELATED STOCKHOLDER

MATTERS

Our Class A common stock is currently listed for trading on the NASDAQ Global Select Market under the symbol “IBCA.” There is no public trading market for our Class B common stock. At June 30, 2010, there were 8,540,812 and 580,000 shares of Class A and Class B common stock outstanding, respectively. At June 30, 2010, there were approximately 1,200 holders of record of our Class A common stock, which includes persons or entities that hold their stock in nominee or in street name through various brokerage firms, and three holders of record of our Class B common stock.

The last reported sales price of our Class A common stock on August     , 2010 was $             per share. The following table shows the high and low bid prices per share for our Class A common stock by calendar quarter for the periods indicated. The quotations set forth below reflect inter-dealer quotations that do not include retail markups, markdowns or commissions and may not represent actual transactions.

2010	High		Low
First Quarter	$	4.79	$	3.29
Second Quarter	$	7.00	$	3.86
Third Quarter (through August     , 2010)	$		$
2009
First Quarter	$	4.99	$	1.89
Second Quarter	$	4.95	$	2.05
Third Quarter	$	3.81	$	2.31
Fourth Quarter	$	3.60	$	2.80
2008
First Quarter	$	17.25	$	8.82
Second Quarter	$	12.47	$	4.30
Third Quarter	$	9.66	$	4.40
Fourth Quarter	$	8.19	$	3.15

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DIVIDEND POLICY

Common Stock

Our Class A and Class B common stockholders are entitled to receive cash dividends when and if declared by our board of directors from funds legally available for such purposes. No common dividends have been declared or paid since 2008. In June 2008, a cash dividend of $0.25 per share was paid on Class A and Class B Common Stock. We do not intend to pay dividends on our common stock in the foreseeable future.

Preferred Stock

In December 2008 we sold 25,000 shares of our Series A Preferred Stock to the U.S. Treasury and the holder of those shares is entitled to receive cumulative cash dividends when and if declared by us at the current annual rate of 5%, payable quarterly, including the amount of any accrued and unpaid dividends for any prior period. In February of 2010, our Board of Directors determined to suspend cash dividend payments on our common and preferred stock pursuant to a request from the FRB.

Restrictions on Payment of Dividends

Our ability to pay cash dividends is limited to an amount equal to our surplus, which represents the excess of our net assets over paid-in-capital or, if there is no surplus, our net earnings for the current and/or immediately preceding fiscal year. The primary source of funds for any cash dividends payable to our stockholders would be the dividends received from our subsidiary bank. The payment of cash dividends by a subsidiary is determined by that subsidiary’s board of directors and is dependent upon a number of factors, including the subsidiary’s capital requirements, applicable regulatory limitations, results of operations, financial condition and any restrictions arising from outstanding indentures.

The Bank had historically paid a monthly cash dividend to us in order to provide the funds for the debt service on our outstanding trust preferred securities, as well as the cash dividend requirements of the Series A Preferred Stock. Total dividends paid by the Bank in 2009, 2008 and 2007 were in the amounts of $3.9 million, $3.5 million and $3.5 million, respectively. In January 2010, the Bank was informed by its primary regulator that it will not be permitted to pay cash dividends and the Bank has accordingly suspended payments of dividends. In February of 2010, the Federal Reserve Bank of New York, our primary regulator, informed us that we may not, without the prior approval of the Federal Reserve Bank of New York, pay dividends on our capital stock or redeem shares of our capital stock, pay interest on or redeem our trust preferred securities or incur new debt.

Our ability to pay cash dividends to our common and preferred stockholders is further limited by the funding requirements of our outstanding trust preferred securities. These securities were issued at various times by our wholly-owned business trusts, which were formed for the sole purpose of issuing trust preferred securities, the proceeds of which were contributed by us to the Bank as capital contributions. In addition, for so long as any of our Series A Preferred Stock is outstanding, we may not declare or pay dividends on our common stock, or repurchase shares of our common stock, unless all accrued and unpaid dividends for all past dividend periods on our Series A Preferred Stock have been paid in full. Furthermore, until the earlier of December 23, 2012, or when all of the Series A Preferred Stock is no longer owned by the United States Treasury, subject to limited exceptions, we may only increase the cash dividend on our common stock in excess of our most recent cash dividend of $0.25 per share paid in 2008 with the prior consent of the Treasury.

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DESCRIPTION OF OUR SECURITIES

The following descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the more complete descriptions thereof set forth in our Restated Certificate of Incorporation, which we refer to as our Charter, and our Bylaws, as amended to date.

Authorization

Our authorized capital stock consists of 63,000,000 shares of capital stock. We are authorized to issue two classes of common stock, consisting of 62,000,000 shares of Class A common stock, par value $1.00 per share, and 700,000 shares of Class B common stock, par value $1.00 per share. We are also authorized to issue 300,000 shares of preferred stock, par value $1.00 per share, 25,000 shares of which are designated as Series A 5% Fixed Rate Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”).

As of June 30, 2010, there were 8,540,812 shares of Class A common stock, 580,000 shares of Class B common stock, and 25,000 shares of Series A Preferred Stock issued and outstanding.

Common Stock

Dividend Rights.    Subject to preferences that might be applicable to any shares of our preferred stock that be outstanding, the holders of Class A and Class B common stock are entitled to share ratably in such dividends as may be declared by the board of directors out of funds legally available therefor.

As a Delaware corporation, we may not declare and pay dividends on our capital stock if the amount paid exceeds an amount equal to the surplus which represents the excess of our net assets over paid-in-capital or, if there is no surplus, our net earnings for the current and/or immediately preceding fiscal year. Dividends cannot be paid from our net profits unless the paid-in- capital represented by the issued and outstanding stock having a preference upon the distribution of our assets at the market value is intact. Under applicable Delaware case law, dividends may not be paid on our capital stock if we become insolvent or the payment of the dividend will render us insolvent. To the extent we pay dividends and we are deemed to be insolvent or inadequately capitalized, a bankruptcy court could direct the return of any dividends.

In addition, our ability to pay cash dividends is further impacted by the funding requirements of the trust preferred securities issued by our statutory trusts, all of the common stock of which is owned by us. We are required to make quarterly payments of interest on the principal of the trust preferred securities, which are required to be made before we can consider the payment of cash dividends on our Class A and Class B common stock. Our ability to pay cash dividends to our stockholders is also primarily dependent upon the cash dividends received from our subsidiary bank and our other subsidiaries. See “Dividend Policy.”

Voting Rights.    Each share of our Class A and Class B common stock entitles its holder to one vote in the election of directors as well as all other matters to be voted on by stockholders. Both classes of common stock have equal voting rights as to all matters, except that, so long as at least 50,000 shares of Class B common stock are issued and outstanding, the holders of the Class B common stock are entitled to vote for the election of two-thirds (rounded up to the nearest whole number) of the directors, and the holders of Class A common stock are entitled to elect the remaining directors. Holders of our Class A or Class B common stock are not entitled to cumulate their votes in the election of directors. Under Delaware law, the holders of each class of our common stock would be entitled to vote as a separate class on certain matters that would adversely affect or subordinate the rights of that class.

Conversion Rights.    The shares of Class B common stock are convertible, at any time, on a share for share basis, into shares of Class A common stock at the option of the holder.

No Preemptive Rights.    Holders of our Class A and Class B common stock do not have any preemptive rights to subscribe for additional shares on a pro rata basis or otherwise when additional shares are offered for sale by us.

Assessment and Redemption.    Our common stock is not subject to redemption or any sinking fund provisions, and all outstanding shares are fully paid and non-assessable.

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Liquidation Rights.    Subject to preferences that might be applicable to any shares of our preferred stock that may be outstanding, in the event of our liquidation, dissolution or winding up, the holders of our Class A and Class B common stock are entitled to receive, pro rata, after payment of all of our debts and liabilities, all of our remaining assets available for distribution. In the event of any liquidation, dissolution or winding up of any subsidiary, the holding company, as the sole shareholder of the subsidiary’s common stock, would be entitled to receive all remaining assets of that subsidiary available for distribution in cash or in kind after payment of all debts and liabilities of the subsidiary (including, in the case of the Bank, all deposits and accrued interest thereon).

Preferred Stock

The authorized preferred stock is available for issuance from time to time at the discretion of our board of directors without stockholder approval. The board of directors has the authority to prescribe for each series of preferred stock it establishes the number of shares in that series, the number of votes (if any) to which the shares in that series are entitled, the consideration for the shares in that series, and the designations, powers, preferences and other rights, qualifications, limitations or restrictions of the shares in that series. Depending upon the rights prescribed for a series of preferred stock, the issuance of preferred stock could have an adverse effect on the voting power of the holders of common stock and could adversely affect holders of common stock by delaying or preventing a change in control, making removal of our present management more difficult or imposing restrictions upon the payment of dividends and other distributions to the holders of common stock.

Series A Preferred Stock.    The Series A Preferred Stock constitutes a series of our perpetual, cumulative preferred stock, consisting of 25,000 shares, par value $1.00 per share, having a liquidation preference amount of $1,000 per share. The Series A Preferred Stock has no maturity date and we issued the shares of Series A Preferred Stock and the Warrant described below to the United States Department of the Treasury, which we refer to as the Treasury, on December 23, 2008 in connection with the TARP Capital Purchase Program for an aggregate of $25 million. Pursuant to the Purchase Agreement between us and the Treasury, we have agreed, if requested by the Treasury, to enter into a depositary arrangement pursuant to which the shares of Series A Preferred Stock may be deposited and depositary shares, each representing a fraction of a share of Series A Preferred Stock, as specified by Treasury, may be issued. The Series A Preferred Stock and the Warrant qualify as Tier 1 capital for regulatory purposes.

Dividends

Rate.    Dividends on the Series A Preferred Stock are payable quarterly in arrears, when, as and if authorized and declared by our board of directors out of legally available funds, on a cumulative basis on the $1,000 per share liquidation preference amount plus the amount of accrued and unpaid dividends for any prior dividend periods, at a rate of (i) 5% per annum, from the original issuance date to but excluding the first day of the first dividend period commencing after the fifth anniversary of the original issuance date (i.e., 5% per annum from December 23, 2008 to but excluding February 15, 2014), and (ii) 9% per annum, from and after the first day of the first dividend period commencing after the fifth anniversary of the original issuance date (i.e., 9% per annum on and after February 15, 2014). Dividends are payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing in February 2009. Each dividend will be payable to holders of record as they appear on our stock register on the applicable record date, which will be the 15th calendar day immediately preceding the related dividend payment date, or such other record date determined by our board of directors that is not more than 60 nor less than ten days prior to the related dividend payment date. Each period from and including a dividend payment date (or the date of the issuance of the Series A Preferred Stock) to but excluding the following dividend payment date is referred to as a “dividend period.” Dividends payable for each dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. If a scheduled dividend payment date falls on a day that is not a business day, the dividend will be paid on the next business day as if it were paid on the scheduled dividend payment date, and no interest or other additional amount will accrue on the dividend. The term “business day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

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Dividends on the Series A Preferred Stock are cumulative. If for any reason our board of directors does not declare a dividend on the Series A Preferred Stock for a particular dividend period, or if the board of directors declares less than a full dividend, we will remain obligated to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on each subsequent dividend date (meaning that dividends for future dividend periods will accrue on any unpaid dividend amounts for prior dividend periods). Commencing with the dividend payment

We are not obligated to pay holders of the Series A Preferred Stock any dividend in excess of the dividends on the Series A Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends on the Series A Preferred Stock.

Priority of Dividends.    So long as the Series A Preferred Stock remains outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Series A Preferred Stock), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Series A Preferred Stock for all past dividend periods are paid in full.

“Junior Stock” means our Class A and Class B common stock and any other class or series of our stock the terms of which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company. We currently have no outstanding class or series of preferred stock constituting Junior Stock.

“Parity Stock” means any class or series of our stock, other than the Series A Preferred Stock, the terms of which do not expressly provide that such class or series will rank senior or junior to the Series A Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Company, in each case without regard to whether dividends accrue cumulatively or non-cumulatively. We currently have no outstanding class or series of stock constituting Parity Stock.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of the Series A Preferred Stock will be entitled to receive for each share of Series A Preferred Stock, out of the assets or proceeds available for distribution to our shareholders, subject to any rights of our creditors, before any distribution of assets or proceeds is made to or set aside for the holders of our common stock and any other class or series of our stock ranking junior to the Series A Preferred Stock, payment of an amount equal to the sum of (i) the $1,000 liquidation preference amount per share and (ii) the amount of any accrued and unpaid dividends on the Series A Preferred Stock (including dividends accrued on any unpaid dividends). To the extent the assets or proceeds available for distribution to shareholders are not sufficient to fully pay the liquidation payments owing to the holders of the Series A Preferred Stock and the holders of any other class or series of our stock ranking equally with the Series A Preferred Stock, the holders of the Series A Preferred Stock and such other stock will share ratably in the distribution.

For purposes of the liquidation rights of the Series A Preferred Stock, neither our merger or consolidation with another entity nor our sale, lease or exchange of all or substantially all of our assets will constitute a liquidation, dissolution or winding up of our affairs.

Redemptions and Repurchases

The Series A Preferred Stock is redeemable at our option, subject to prior approval by the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, or its delegee and/or the Treasury in whole or in part at a redemption price equal to 100% of the liquidation preference amount of $1,000 per share plus any accrued and unpaid dividends to but excluding the date of redemption (including dividends accrued on any unpaid dividends), provided that any declared but unpaid dividend payable on a redemption date that occurs subsequent to the record date for the dividend will be payable to the holder of record of the redeemed

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shares on the dividend record date, and provided further that the Series A Preferred Stock may be redeemed prior to the first dividend payment date falling after the third anniversary of the original issuance date (i.e., prior to February 15, 2012) only if (i) we have raised aggregate gross proceeds in one or more Qualified Equity Offerings of at least the Minimum Amount and (ii) the aggregate redemption price of the Series A Preferred Stock does not exceed the aggregate net proceeds from such Qualified Equity Offerings by us and any successor. The “Minimum Amount” means $6,250,000 plus, in the event we are succeeded in a business combination by another entity which also participated in the TARP Capital Purchase Program, the “Minimum Amount” as defined in the relevant certificate of designations for each outstanding series of preferred stock of such successor issued that was originally issued to the Treasury in connection with the TARP Capital Purchase Program. A “Qualified Equity Offering” is defined as the sale and issuance for cash by the Company, any of its subsidiaries or its successor, of preferred stock or common stock that qualifies as Tier 1 capital under applicable regulatory capital guidelines taking place after December 23, 2008.

To exercise the redemption right described above, we must give notice of the redemption to the holders of record of the Series A Preferred Stock by first class mail, not less than 30 days and not more than 60 days before the date of redemption. Each notice of redemption given to a holder of Series A Preferred Stock must state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price. In the case of a partial redemption of the Series A Preferred Stock, the shares to be redeemed will be selected either pro rata or in such other manner as our board of directors determines to be fair and equitable.

The Purchase Agreement between the Company and the Treasury provides that, so long as the Treasury continues to own any shares of Series A Preferred Stock, we may not repurchase any shares of Series A Preferred Stock from any other holder of such shares unless we offer to repurchase a ratable portion of the shares of Series A Preferred Stock then held by the Treasury on the same terms and conditions.

Shares of Series A Preferred Stock that we redeem, repurchase or otherwise acquire will revert to authorized but unissued shares of preferred stock, which may then be reissued by us as any series of preferred stock other than the Series A Preferred Stock.

No Conversion Rights

Holders of the Series A Preferred Stock have no right to exchange or convert their shares into common stock or any other securities.

Voting Rights

The holders of the Series A Preferred Stock do not have voting rights other than those described below, except to the extent specifically required by Delaware law.

Whenever dividends have not been paid on the Series A Preferred Stock for six or more quarterly dividend periods, whether or not consecutive, the authorized number of directors of the Company will automatically increase by two and the holders of the Series A Preferred Stock will have the right, with the holders of shares of any other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors, which we refer to as the Preferred Directors, to fill such newly created directorships at our next annual meeting of shareholders (or at a special meeting called for that purpose prior to the next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for all past dividend periods on all outstanding shares of Series A Preferred Stock have been paid in full at which time this right will terminate with respect to the Series A Preferred Stock, subject to revesting in the event of each and every subsequent default by us as described above.

No person may be elected as a Preferred Director who would cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which our securities may then be listed or traded that listed or traded companies must have a majority of independent directors.

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Upon any termination of the right of the holders of the Series A Preferred Stock and Voting Parity Stock as a class to vote for directors as described above, the Preferred Directors will cease to be qualified as directors, the terms of office of all Preferred Directors then in office will terminate immediately and the authorized number of directors will be reduced by the number of Preferred Directors which had been elected by the holders of the Series A Preferred Stock and the Voting Parity Stock. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created by such a removal may be filled, only by the affirmative vote of the holders a majority of the outstanding shares of Series A Preferred Stock voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office, the remaining Preferred Director may choose a successor who will hold office for the unexpired term of the office in which the vacancy occurred.

The term “Voting Parity Stock” means with regard to any matter as to which the holders of the Series A Preferred Stock are entitled to vote, any series of Parity Stock (as defined under “— Dividends-Priority of Dividends”) upon which voting rights similar to those of the Series A Preferred Stock have been conferred and are exercisable with respect to such matter. We currently have no outstanding shares of Voting Parity Stock.

If holders of the Series A Preferred Stock obtain the right to elect two directors and if the Federal Reserve deems the Series A Preferred Stock a class of “voting securities,” (a) any bank holding company that is a holder may be required to obtain the approval of the Federal Reserve to acquire more than 5% of the Series A Preferred Stock and (b) any person may be required to obtain the approval of the Federal Reserve to acquire or retain 10% or more of the then outstanding shares of Series A Preferred Stock.

In addition to any other vote or consent required by Delaware law or by our Charter, the vote or consent of the holders of at least 66 ²/3% of the outstanding shares of Series A Preferred Stock, voting as a separate class, is required in order to do the following:

• amend the certificate of designations of the Series A Preferred Stock to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Company; or

• amend the certificate or designations of the Series A Preferred Stock or our Charter in a way that adversely affects the rights, preferences, privileges or voting powers of the Series A Preferred Stock; or

• consummate a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity, unless (i) the shares of Series A Preferred Stock remain outstanding or, in the case of a merger or consolidation in which the Company is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the shares of Series A Preferred Stock remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the Series A Preferred Stock prior to consummation of the transaction, taken as a whole;

provided, however, that (1) any increase in the amount of our authorized but unissued shares of preferred stock, and (2) the creation and issuance, or an increase in the authorized or issued amount, of any other series of preferred stock, or any securities convertible into or exchangeable or exercisable for any other series of preferred stock, ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends, whether such dividends are cumulative or non-cumulative and the distribution of assets upon our liquidation, dissolution or winding up, will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock and will not require the vote or consent of the holders of the Series A Preferred Stock.

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The voting provisions described above will not apply if, at or prior to the time when the vote or consent of the holders of the Series A Preferred Stock would otherwise be required, all outstanding shares of the Series A Preferred Stock have been redeemed by us or called for redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the holders of Series A Preferred Stock to effect the redemption.

Treasury Warrant

We issued a Warrant to the Treasury on December 23, 2008 concurrent with our sale to Treasury of 25,000 shares of Series A Preferred Stock pursuant to the TARP Capital Purchase Program.

General

The Warrant gives the holder the right to initially purchase up to 691,882 shares of our Class A common stock at an exercise price of $5.42 per share. Subject to the limitations on exercise to which Treasury is subject described under “— Transferability,” the Warrant is immediately exercisable and expires on December 23, 2018. The exercise price may be paid (i) by having us withhold from the shares of Class A common stock that would otherwise be issued to the warrant holder upon exercise, a number of shares of common stock having a market value equal to the aggregate exercise price or (ii) if both we and the warrant holder consent, in cash.

Transferability

The Warrant is not subject to any restrictions on transfer; however, the Treasury may not transfer or exercise the Warrant with respect to more than one-half of the shares underlying the Warrant until the earlier of (i) the date on which we (or any successor to us by a business combination) have received aggregate gross proceeds of at least $25 million from one or more Qualified Equity Offerings (including those by any successor to us by a business combination) and (ii) December 31, 2009.

Voting of Warrant Shares

The Treasury has agreed that it will not vote any of the shares of Class A common stock that it acquires upon exercise of the Warrant. This restriction does not apply to any other person who acquires any portion of the Warrant, or the shares of common stock underlying the Warrant, from the Treasury.

Adjustments

The exercise price of the Warrant and the number of shares of Class A common stock underlying the Warrant automatically adjust upon the following events:

• any stock split, stock dividend, subdivision, reclassification or combination of our common stock;

• until the earlier of (i) the date on which Treasury no longer holds any portion of the Warrant and (ii) December 23, 2011, issuance of our common stock (or securities convertible into our common stock) for consideration (or having a conversion price per share) less than 90% of then current market value, except for issuances in connection with benefit plans, business acquisitions and public or other broadly marketed offerings;

• a pro rata repurchase by us of our common stock; or

• a determination by our board of directors to make an adjustment to the anti-dilution provisions as are reasonably necessary, in the good faith opinion of the board, to protect the purchase rights of the warrant holders.

In addition, if we declare any dividends or distributions on our common stock other than our historical, ordinary cash dividends, dividends paid in our common stock and other dividends or distributions covered by the first bullet point above, the exercise price of the Warrant will be adjusted to reflect such distribution.

In the event of any merger, consolidation, or other business combination to which we are a party, the Warrant holder’s right to receive shares of our Class A common stock upon exercise of the Warrant will be converted into the right to exercise the Warrant to acquire the number of shares of stock or other securities or

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property (including cash) which the common stock issuable upon exercise of the Warrant immediately prior to such business combination would have been entitled to receive upon consummation of the business combination. For purposes of the provision described in the preceding sentence, if the holders of our common stock have the right to elect the amount or type of consideration to be received by them in the business combination, then the consideration that the Warrant holder will be entitled to receive upon exercise will be the amount and type of consideration received by a majority of the holders of the common stock who affirmatively make an election.

No Rights as Shareholders

The Warrant does not entitle its holder to any of the rights of a shareholder of the Company.

Certain Provisions Having Potential Anti-Takeover Effects

General.    The following is a summary of the material provisions of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, and our Charter and Bylaws that address matters of corporate governance and the rights of stockholders. Certain of these provisions may delay or prevent takeover attempts not first approved by our board of directors (including takeovers which certain stockholders may deem to be in their best interests). These provisions also could delay or frustrate the removal of incumbent directors or the assumption of control by stockholders. The primary purpose of these provisions is to encourage negotiations with our management by persons interested in acquiring control of the Company. All references to the Charter and Bylaws are to our Charter and Bylaws in effect on the date of this prospectus.

Filling Vacancies.    Vacancies occurring in our board of directors may be filled by the stockholders or a majority of the remaining directors, even if less than a quorum. Vacancies filled by the stockholders will be filled in accordance with the relative voting rights of the holders of our Class A and Class B common stock in connection with an election of directors, as described above.

Amendment of Bylaws.    Subject to certain restrictions described below, either a majority of our board of directors or our stockholders may amend or repeal the Bylaws. Generally, the stockholders may adopt, amend, or repeal the Bylaws in accordance with the DGCL.

Special Meetings of Stockholders.    Our Bylaws provide that special meetings of stockholders may be called only by our Chairman, our President, our board of directors or by a committee of the board of directors whose authority includes the power to call such meetings.

Authorized But Unissued Shares.    Delaware law does not require stockholder approval for any issuance of authorized shares. Authorized but unissued shares may be used for a variety of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporate acquisitions. One of the effects of the existence of authorized but unissued shares may be to enable the board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Preferred Stock.    Under the terms of our Charter, our board of directors is authorized to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to provide flexibility and eliminate delays associated with a stockholder vote on specific issues. However, the ability of our board of directors to issue preferred stock and determine its rights and preferences may have the effect of delaying or preventing a change in control, as described above under “Description of Our Securities — Preferred Stock.”

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Statutory and other Restrictions on Acquisition of our Capital Stock.    Provisions of our Charter and Bylaws may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. These provisions:

• give the holders of Class B common stock the right to elect two-thirds (rounded up to the nearest whole number) of our board of directors; and

• allow us to issue preferred stock without any vote or further action of the stockholders.

We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with an interested stockholder, unless:

• prior to the time of the proposed action, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the time of the proposed action, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board and in policies formulated by the board and to discourage certain types of transactions that may involve an actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of our outstanding shares or an unsolicited proposal for the restructuring or sale of all or part of our company.

Limitations on Director Liability

Our Charter provides that our directors shall generally not be liable to us or any of our stockholders for monetary damages for breach of duty as a director to the fullest extent permitted by the DGCL. This provision will eliminate such liability except for (i) any breach of the director’s duty of loyalty to us or to our stockholders, (ii) acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) liability for unlawful payment of dividends or unlawful stock purchases or redemptions in violation of the Delaware General Corporation Law, and (iv) any transaction from which the director derived an improper personal benefit.

Indemnification of Directors and Officers

Section 145 of the DGCL empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. A corporation may indemnify such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may, in advance

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of the final disposition of any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys’ fees) incurred by any officer or director in defending such action, provided that the officer or director undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith. The indemnification provided by the DGCL is not deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any corporation’s bylaws, agreement, vote or otherwise.

Our bylaws provide that we will indemnify any person made or threatened to be made a party to any action or proceeding by reason of the fact that he, his testator or intestate, is or was a director or officer, and any director or officer who served any other company in any capacity at our request, in the manner and to the maximum extent permitted by the DGCL, as the same now exists or may hereafter be amended in a manner more favorable to persons entitled to indemnification; and we may, in the discretion of our board of directors, indemnify all other corporate personnel to the extent permitted by law. The right to indemnification contained in our bylaws includes the right to be paid by us the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.

The employment agreements between the Company and each of Messrs. Lowell Dansker, Stephen Helman and John Arvonio contain indemnification provisions, in addition to those contained in our bylaws, which provide that we will indemnify and hold each of the foregoing persons harmless against all losses, claims, damages or liabilities (including legal fees, disbursements, and any other expenses incurred in investigating or defending against any such loss, claim, damage or liability) arising (i) by reason of any acts or omissions or any alleged acts or omissions arising out of the person’s activities in connection with the conduct of our business (or any of our subsidiaries or affiliated entities), (ii) by reason of the performance by such person of the services to be performed pursuant to the terms of the employment agreement, (iii) by reason of any claim or allegation of failure to perform such services in accordance with the terms of the employment agreement, or (iv) by reason of the performance of services alleged to be beyond the scope of the authority conferred upon such person pursuant to the terms of the employment agreement; provided that, no indemnity will be provided for losses, claims, damages or liabilities described above to the extent that such losses, claims, damages or liabilities result from the gross negligence or willful misconduct of such person. The indemnification provided in the employment agreements survives the expiration or earlier termination of such employment agreements and is in addition to any common law or contractual rights of indemnification available at law or in equity, and includes all costs and expenses of enforcing the right to indemnification. Under the employment agreements, each of Messrs. Dansker, Helman and Arvonio are also entitled, upon request, to the payment by us of all costs and expenses paid or incurred by such person in investigating, defending or settling any claim, loss, damage or liability that may be subject to a right of indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons under the provisions discussed above or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Registrar and Transfer Agent

The registrar and transfer agent for our Class A common stock is BNY Mellon.

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UNDERWRITING

We are offering shares of our Class A common stock described in this prospectus in an underwritten offering in which Sandler O’Neill & Partners, L.P. is acting as sole underwriter. We will enter into an underwriting agreement with Sandler O’Neill & Partners, L.P. with respect to the Class A common stock being offered. Subject to the terms and conditions contained in the underwriting agreement, Sandler O’Neill & Partners, L.P. has agreed to purchase the number of shares of common stock set forth opposite its name below.

Name	Number of Shares
Sandler O’Neill & Partners, L.P.
Total

The underwriting agreement provides that the underwriter’s obligation to purchase our Class A common stock depends on the satisfaction of the conditions contained in the underwriting agreement, including, among other things, that:

• the representations and warranties made by us are true and agreements have been performed;

• there is no material adverse change in our business; and

• we deliver customary closing documents.

Subject to these conditions, the underwriter is committed to purchase and pay for all of the shares of our Class A common stock offered by this prospectus, if any such shares are purchased. However, the underwriter is not obligated to take or pay for the shares covered by the underwriter’s over-allotment option described below, unless and until that option is exercised.

Our Class A common stock is listed on The NASDAQ Global Select Market under the symbol “IBCA.”

Over-Allotment Option

We have granted the underwriter an option, exercisable no later than 30 days after the date of the underwriting agreement, to purchase up to an aggregate of              additional shares of Class A common stock at the public offering price, less the underwriting discount and commissions set forth under “— Commissions and Expenses” and on the cover page of this prospectus. We will be obligated to sell these shares of Class A common stock to the underwriter to the extent the over-allotment option is exercised. The underwriter may exercise this option only to cover over-allotments, if any, made in connection with the sale of our Class A common stock offered by this prospectus.

Commissions and Expenses

The underwriter proposes to offer our Class A common stock directly to the public at the public offering price set forth on the cover page of this prospectus and to dealers at the public offering price less a concession not in excess of $             per share. The underwriter may allow, and the dealers may re-allow, a concession not in excess of $             per share on sales to brokers and dealers. After the public offering of our Class A common stock, the underwriter may change the offering price, concessions and other selling terms.

The following table shows the per share and total underwriting discounts and commissions that we will pay to the underwriter and the proceeds we will receive before expenses. These amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option:

	Per Share	Without Option	With Option
Public Offering Price		$	$
Underwriting discounts and commissions payable by us
Proceeds to us, before expenses

In addition to the underwriting discount, we will reimburse the underwriter for its reasonable out-of-pocket expenses in an amount not to exceed $[            ], incurred in connection with its engagement as underwriter,

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regardless of whether this offering is consummated, including, without limitation, legal fees and expenses, marketing, syndication and travel expenses. We estimate that our total expenses of this offering, exclusive of the underwriting discounts and commissions, will be approximately $            , and are payable by us.

Indemnity

We have agreed to indemnify the underwriter, and persons who control the underwriter, against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the underwriter may be required to make in respect of these liabilities.

Lock-Up Agreement.

We, and each of our directors and executive officers, have agreed for a period of 90 days after the date of this prospectus, subject to certain exceptions, to not sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge, directly or indirectly, any common shares or securities convertible into, exchangeable or exercisable for any shares of our Class A common stock or warrants or other rights to purchase shares of Class A common stock or any other of our securities that are substantially similar to our Class A common stock without, in each case, the prior written consent of Sandler O’Neill & Partners, L.P. These restrictions are expressly agreed to preclude us, and our executive officers and directors, from engaging in any hedging or other transactions or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of our Class A common stock, whether such transaction would be settled by delivery of Class A common stock or other securities, in cash or otherwise. The 90-day restricted period described above will be automatically extended if (1) during the last 18 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or (2) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, in which case the restricted period will continue to apply until the expiration of the 18-day period beginning on the date on which the earnings release is issued or the material news or material event related to us occurs.

Stabilization.

In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids:

• Stabilizing transactions permit bids to purchase Class A common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the Class A common stock while the offering is in progress.

• Over-allotment transactions involve sales of Class A common stock in excess of the number of shares the underwriter is obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares of Class A common stock over allotted by the underwriter is not greater than the number of shares that it may purchase in the option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in the option to purchase additional shares. The underwriter may close out any short position by exercising its option to purchase additional shares and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which it may purchase shares through exercise of the option to purchase additional shares. If the underwriter sells more shares than could be covered by exercise of the option to purchase additional shares and, therefore, has a naked short

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position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

• Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the shares of Class A common stock originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of our Class A common stock. As a result, the price of our Class A common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter makes any representation or prediction as to the effect that the transactions described above may have on the price of our Class A common stock. These transactions may be effected on The NASDAQ Global Select Market, in the over-the-counter market or otherwise and if commenced, may be discontinued by the underwriter at any time.

Passive Market Making

In connection with this offering, the underwriter and selected dealers, if any, who are qualified market makers on The NASDAQ Global Select Market, may engage in passive market making transactions in our Class A common stock on The NASDAQ Global Select Market in accordance with Rule 103 of Regulation M under the Securities Act of 1933. Rule 103 permits passive market making activity by the participants in our common stock offering. Passive market making may occur before the pricing of our offering, or before the commencement of offers or sales of our Class A common stock. Each passive market maker must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for the security. If all independent bids are lowered below the bid of the passive market maker, however, the bid must then be lowered when purchase limits are exceeded. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker’s average daily trading volume in the Class A common stock during a specified period and must be discontinued when that limit is reached. The underwriter and other dealers are not required to engage in passive market making and may end passive market making activities at any time.

Relationship with the Underwriter.

Sandler O’Neill & Partners, L.P., including some of its affiliates, has performed and continues to perform investment banking and financial advisory services for us in the ordinary course of its business, and may have received, and may continue to receive, compensation for such services.

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LEGAL MATTERS

The validity of the issuance of the securities to be offered by this prospectus will be passed upon for us by Harris Beach PLLC, Rochester, New York. Thomas E. Willett, a member of Harris Beach PLLC, serves as one of our directors and is the beneficial owner of 22,000 shares of our Class A common stock. Certain legal matters in connection with this offering will be passed upon for the underwriter by Jones Day.

EXPERTS

Our consolidated balance sheets as of December 31, 2009 and December 31, 2008 and the related consolidated statements of earnings and changes in stockholders’ equity and cash flows for each of the years in the three year period ended December 31, 2009 appearing in our Annual Report on Form 10-K for the year ended December 31, 2009 have been incorporated by reference herein in reliance upon the report of Hacker, Johnson & Smith, P.A., P.C., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following statement sets forth the amounts of expenses in connection with the offering of the securities of Intervest Bancshares Corporation pursuant to this registration statement, all of which shall be borne by the registrant.

	Amount*
Securities and Exchange Commission Registration Fee	$	3,280.00
FINRA Filing Fee		5,100.00
Printing and Engraving Expenses		50,000.00
Accounting Fees and Expenses		30,000.00
Legal Fees and Expenses		150,000.00
Miscellaneous		36,620.00
Total	$	275,000.00

* Estimated amounts of expenses.

Item 14. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. A corporation may indemnify such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may, in advance of the final disposition of any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys’ fees) incurred by any officer or director in defending such action, provided that the officer or director undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith. The indemnification provided by the DGCL is not deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any corporation’s bylaws, agreement, vote or otherwise.

The registrant’s bylaws provide that the registrant will indemnify any person made or threatened to be made a party to any action or proceeding by reason of the fact that he, his testator or intestate, is or was a director or officer, and any director or officer who served any other company in any capacity at the registrant’s request, in the manner and to the maximum extent permitted by the DGCL, as the same now exists or may hereafter be amended in a manner more favorable to persons entitled to indemnification; and the registrant may, in the discretion of its board of directors, indemnify all other corporate personnel to the extent permitted by law. The right to indemnification contained in the registrant’s bylaws includes the right to be paid by the registrant the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.

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The employment agreements between the registrant and each of Messrs. Lowell S. Dansker, Stephen A. Helman and John J. Arvonio contain indemnification provisions, in addition to those contained in the registrant’s bylaws, which provide that the registrant will indemnify and hold each of the foregoing persons harmless against all losses, claims, damages or liabilities (including legal fees, disbursements, and any other expenses incurred in investigating or defending against any such loss, claim, damage or liability) arising (i) by reason of any acts or omissions or any alleged acts or omissions arising out of the person’s activities in connection with the conduct of the registrant’s business (or any of the registrant’s subsidiaries or affiliated entities), (ii) by reason of the performance by such person of the services to be performed pursuant to the terms of the employment agreement, (iii) by reason of any claim or allegation of failure to perform such services in accordance with the terms of the employment agreement, or (iv) by reason of the performance of services alleged to be beyond the scope of the authority conferred upon such person pursuant to the terms of the employment agreement; provided that, no indemnity will be provided for losses, claims, damages or liabilities described above to the extent that such losses, claims, damages or liabilities result from the gross negligence or willful misconduct of such person. The indemnification provided in the employment agreements survives the expiration or earlier termination of such employment agreements and is in addition to any common law or contractual rights of indemnification available at law or in equity, and includes all costs and expenses of enforcing the right to indemnification. Under the employment agreements, each of Messrs. Dansker, Helman and Arvonio are also entitled, upon request, to the payment by the registrant of all costs and expenses paid or incurred by such person in investigating, defending or settling any claim, loss, damage or liability that may be subject to a right of indemnification.

The form of Underwriting Agreement included as an exhibit to this Registration Statement provides for indemnification of the registrant and its officers and directors against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the registrant’s directors, officers and controlling persons under the provisions discussed above or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities.

On May 25, 2010, the registrant issued 850,000 shares of its Class A common stock to FC Highway 6, LLC, an affiliate of FirstCity Financial Corporation and Varde Investments Partners, L.P., an affiliate of Varde Partners, Inc. for aggregate consideration of $4,250,000. The shares were issued pursuant to the terms of an Investment Agreement dated May 25, 2010. Sandler O’Neill & Partners, L.P. acted as placement agent for the registrant and was paid $255,000 in commissions by the registrant. The shares were not registered under the Securities Act of 1933, as amended (the “Act”), but were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.
1.1	Form of Underwriting Agreement between Intervest Bancshares Corporation (the “Company”) and Sandler O’Neill & Partners, L.P.*
2.1	Agreement and Plan of Merger dated as of November 1, 1999 by and among the Company, ICNY Acquisition Corporation and Intervest Corporation of New York, incorporated by reference to the Company’s definitive proxy statement for the special meeting of shareholders to be held March 10, 2000, wherein such document is identified as “Annex A.”
3.1	Amendment to Restated Certificate of Incorporation of the Company**
3.2	Restated Certificate of Incorporation of the Company, incorporated by reference to the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2007, wherein such document is identified as Exhibit 2.2.

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Exhibit No.
3.3	Certificate of Designation of Series A Preferred Stock, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 3.1.
3.4	By-laws of the Company, incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2005, wherein such document is identified as Exhibit 3.2.
4.1	Form of Certificate for Shares of Class A Common Stock, incorporated by reference to the Company’s Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 33-82246, filed with the SEC on September 15, 1994, wherein such document is identified as Exhibit No. 4.1.
4.2	Form of Certificate for Shares of Class B Common Stock, incorporated by reference to the Company’s Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 33-82246, filed with the SEC on September 15, 1994, wherein such document is identified as Exhibit No. 4.2.
4.3	Form of Warrant issued to the U.S. Treasury to purchase shares of Class A Common Stock, incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 4.1.
4.4	Form of Indenture between the Company, as Issuer, and U.S. Bank National Association, as Trustee, dated as of September 17, 2003, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, wherein such document is identified as Exhibit 4.9.
4.5	Form of Indenture between the Company, as Issuer, and U.S. Bank National Association, as Trustee, dated as of March 17, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 4.10.
4.6	Form of Indenture between the Company, as Issuer, and Wilmington Trust Company, as Trustee, dated as of September 20, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 4.11.
4.5	Form of Indenture between the Company, as Issuer, and Wilmington Trust Company, as Trustee, dated as of September 21, 2006, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, wherein such document is identified as Exhibit 4.1.
5.1	Opinion of Harris Beach PLLC**
10.1†	Employment and Supplemental Benefits Agreement between the Company and Jerome Dansker, dated as of July 1, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.0.
10.2†	Employment and Supplemental Benefits Agreement between the Company and Lowell S. Dansker, dated as of July 1, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as
10.3	Mortgage Servicing Agreement dated as of April 1, 2002, as supplemented on October 21, 2004, between Intervest Mortgage Corporation and Intervest National Bank, incorporated by reference to Intervest Mortgage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.1.

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Exhibit No.
10.4†	Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated as of July 1, 1995, incorporated by reference to Intervest Mortgage Corporation’s Registration Statement on Form S-11, File No. 33-96662, filed with the SEC on September 7, 1995, wherein such document is identified as Exhibit     .
10.5†	Amendment to Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated August 3, 1998, incorporated by reference to Intervest Mortgage Corporation’s Annual Report on Form 10-K for the year ended December 31, 1998, wherein such document is identified as Exhibit 10.1.
10.6†	Amendment to Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated as of July 1, 2004, incorporated by reference to Intervest Mortgage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.0.
10.7†	Letter Agreement between Intervest Mortgage Corporation and Jean Dansker, dated as of October 4, 2006, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on October 6, 2006, wherein such document is identified as Exhibit 99.1.
10.8†	Form of Employment Agreement between the Company and executive officers dated January 1, 2010, incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on March 2, 1010, wherein such document is identified as Exhibit 10.13.
10.9†	Amendment to Employment Agreement between the Company and Lowell S. Dansker dated June 21, 2007, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on June 25, 2007, wherein such document is identified as Exhibit 10.1.
10.10	Securities Purchase Agreement between the Company and U.S. Treasury dated as of December 23, 2008, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 10.1.
10.11	Form of Waiver dated as of December 23, 2008, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 10.2.
10.12†	Long Term Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 13, 2006, wherein such document is identified as Exhibit 4.4.
10.13†	Form of Non-Qualified Stock Option Agreement (2007), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on February 29, 2008, wherein such document is identified as Exhibit 10.9
10.14†	Form of Non-Qualified Stock Option Agreement (2008), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on February 29, 2008, wherein such document is identified as Exhibit 10.10
10.15†	Form of Non-Qualified Stock Option Agreement (2007), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on March 2, 2010, wherein such document is identified as Exhibit 10.11
10.16	Asset Purchase Agreement, dated May 25, 2010, by and among Intervest National Bank, Intervest Mortgage Corporation and VFC Partners 4 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.1

II-4

Exhibit No.
10.17	Investment Agreement, dated May 25, 2010, by and among the Company, Varde Investment Partners, L.P. and FC Highway 6 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.2.
10.18	Registration Rights Agreement, dated May 25, 2010, by and among the Company, Varde Investment Partners, L.P. and FC Highway 6 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.3.
10.19	Letter Agreement, dated May 25, 2010, by and between Intervest National Bank and VFI Partners 4 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.4.
21.1	List of Subsidiaries, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, wherein such document is identified as Exhibit 21.0.
23.1	Consent of Harris Beach PLLC is included in the opinion of Harris Beach PLLC, filed as Exhibit 5.1.
23.2	Consent of Hacker, Johnson & Smith, P.A., P.C.*

* Filed herewith

** Previously Filed

† Denotes management contract or compensatory plan or arrangement.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), 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 Securities and Exchange 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.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each such post-effective amendment that contains a form of prospectus 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.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 29, 2010.

INTERVEST BANCSHARES CORPORATION
By:	/S/    LOWELL S. DANSKER
Name:	Lowell S. Dansker
Title:	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of July 29, 2010.

Signature	Capacity
/S/    LOWELL S. DANSKER         (Lowell S. Dansker)	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/S/    STEPHEN A. HELMAN         (Stephen A. Helman )	Vice President, Director and Secretary
/S/    JOHN J. ARVONIO         (John J. Arvonio)	Senior Vice President, Chief Financial Officer (Principal Financial And Principal Accounting Officer)
* (Michael A. Callen)	Director
* (Paul R. DeRosa)	Director
* (Wayne F. Holly)	Director
* (Lawton Swan, III)	Director
* (Thomas E. Willett)	Director
* (Wesley T. Wood)	Director

*By:	/S/    JOHN J. ARVONIO
	John J. Arvonio
	Attorney-in-fact

II-6

EXHIBITS

TO REGISTRATION STATEMENT

ON

FORM S-1

INTERVEST BANCSHARES CORPORATION

II-7

Exhibit 1.1

EXHIBIT INDEX

1.1	Form of Underwriting Agreement between Intervest Bancshares Corporation (the “Company”) and Sandler O’Neill & Partners, L.P.*
2.1	Agreement and Plan of Merger dated as of November 1, 1999 by and among the Company, ICNY Acquisition Corporation and Intervest Corporation of New York, incorporated by reference to the Company’s definitive proxy statement for the special meeting of shareholders to be held March 10, 2000, wherein such document is identified as “Annex A.”
3.1	Amendment to Restated Certificate of Incorporation of the Company**
3.2	Restated Certificate of Incorporation of the Company, incorporated by reference to the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2007, wherein such document is identified as Exhibit 2.2.
3.3	Certificate of Designation of Series A Preferred Stock, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 3.1.
3.4	By-laws of the Company, incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2005, wherein such document is identified as Exhibit 3.2.
4.1	Form of Certificate for Shares of Class A Common Stock, incorporated by reference to the Company’s Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 33-82246, filed with the SEC on September 15, 1994, wherein such document is identified as Exhibit No. 4.1.
4.2	Form of Certificate for Shares of Class B Common Stock, incorporated by reference to the Company’s Pre-Effective Amendment No. 1 to the Registration Statement on Form SB-2, File No. 33-82246, filed with the SEC on September 15, 1994, wherein such document is identified as Exhibit No. 4.2.
4.3	Form of Warrant issued to the U.S. Treasury to purchase shares of Class A Common Stock, incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 4.1.
4.4	Form of Indenture between the Company, as Issuer, and U.S. Bank National Association, as Trustee, dated as of September 17, 2003, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, wherein such document is identified as Exhibit 4.9.
4.5	Form of Indenture between the Company, as Issuer, and U.S. Bank National Association, as Trustee, dated as of March 17, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 4.10.
4.6	Form of Indenture between the Company, as Issuer, and Wilmington Trust Company, as Trustee, dated as of September 20, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 4.11.
4.5	Form of Indenture between the Company, as Issuer, and Wilmington Trust Company, as Trustee, dated as of September 21, 2006, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, wherein such document is identified as Exhibit 4.1.
5.1	Opinion of Harris Beach PLLC**
10.1†	Employment and Supplemental Benefits Agreement between the Company and Jerome Dansker, dated as of July 1, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.0.
10.2†	Employment and Supplemental Benefits Agreement between the Company and Lowell S. Dansker, dated as of July 1, 2004, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as

10.3	Mortgage Servicing Agreement dated as of April 1, 2002, as supplemented on October 21, 2004, between Intervest Mortgage Corporation and Intervest National Bank, incorporated by reference to Intervest Mortgage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.1.
10.4†	Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated as of July 1, 1995, incorporated by reference to Intervest Mortgage Corporation’s Registration Statement on Form S-11, File No. 33-96662, filed with the SEC on September 7, 1995, wherein such document is identified as Exhibit     .
10.5†	Amendment to Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated August 3, 1998, incorporated by reference to Intervest Mortgage Corporation’s Annual Report on Form 10-K for the year ended December 31, 1998, wherein such document is identified as Exhibit 10.1.
10.6†	Amendment to Employment Agreement between Intervest Mortgage Corporation and Jerome Dansker, dated as of July 1, 2004, incorporated by reference to Intervest Mortgage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, wherein such document is identified as Exhibit 10.0.
10.7†	Letter Agreement between Intervest Mortgage Corporation and Jean Dansker, dated as of October 4, 2006, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on October 6, 2006, wherein such document is identified as Exhibit 99.1.
10.8†	Form of Employment Agreement between the Company and executive officers dated January 1, 2010, incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on March 2, 1010, wherein such document is identified as Exhibit 10.13.
10.9†	Amendment to Employment Agreement between the Company and Lowell S. Dansker dated June 21, 2007, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on June 25, 2007, wherein such document is identified as Exhibit 10.1.
10.10	Securities Purchase Agreement between the Company and U.S. Treasury dated as of December 23, 2008, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 10.1.
10.11	Form of Waiver dated as of December 23, 2008, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on December 23, 2008, wherein such document is identified as Exhibit 10.2.
10.12†	Long Term Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 13, 2006, wherein such document is identified as Exhibit 4.4.
10.13†	Form of Non-Qualified Stock Option Agreement (2007), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on February 29, 2008, wherein such document is identified as Exhibit 10.9
10.14†	Form of Non-Qualified Stock Option Agreement (2008), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on February 29, 2008, wherein such document is identified as Exhibit 10.10
10.15†	Form of Non-Qualified Stock Option Agreement (2007), incorporated by reference to the Company’s Report on Form 10-K filed with the SEC on March 2, 2010, wherein such document is identified as Exhibit 10.11
10.16	Asset Purchase Agreement, dated May 25, 2010, by and among Intervest National Bank, Intervest Mortgage Corporation and VFC Partners 4 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.1

10.17	Investment Agreement, dated May 25, 2010, by and among the Company, Varde Investment Partners, L.P. and FC Highway 6 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.2.
10.18	Registration Rights Agreement, dated May 25, 2010, by and among the Company, Varde Investment Partners, L.P. and FC Highway 6 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.3.
10.19	Letter Agreement, dated May 25, 2010, by and between Intervest National Bank and VFI Partners 4 LLC, incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on May 27, 2010, wherein such agreement is identified as Exhibit 1.4.
21.1	List of Subsidiaries, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, wherein such document is identified as Exhibit 21.0.
23.1	Consent of Harris Beach PLLC is included in the opinion of Harris Beach PLLC, filed as Exhibit 5.1.
23.2	Consent of Hacker, Johnson & Smith, P.A., P.C.*

* Filed herewith.

** Previously filed.

† Denotes management contract or compensatory plan or arrangement.

EX-1.1

Exhibit 1.1

[· ] Shares

Intervest Bancshares Corporation

Class A Common Stock

par value $1.00 per share

Underwriting Agreement

August [·], 2010

Sandler O’Neill & Partners, L.P.

919 Third Avenue, 6^th Floor

New York, New York 10022

Ladies and Gentlemen:

Intervest Bancshares Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (the “Underwriter”), an aggregate of [·] shares (the “Firm Shares”) of Class A common stock, $1.00 par value per share, of the Company (the “Common Stock”) and all or any part of [·] additional shares of Common Stock (the “Optional Shares”) pursuant to the option described in Section 2 hereof to cover over-allotments, if any (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”). A primary purpose of the proposed offering is to provide capital to the Company’s wholly-owned subsidiary, Intervest National Bank (the “Bank”).

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-             ), including the related preliminary prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under

the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” The term “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished to the Underwriter for use in connection with the offering of the Shares is herein called the “Prospectus.”

Any reference in this Agreement to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the 1933 Act, as of the Effective Date or the date of such preliminary prospectus or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

1.    (a) The Company and the Bank, jointly and severally, represent and warrant to the Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 4(a) hereof, and as of each Date of Delivery (if any) referred to in Section 2 hereof, and agrees with the Underwriter, as follows:

2

(i) Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Optional Shares are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The General Disclosure Package as of the Applicable Time did not, and as of the Closing Time and each additional Date of Delivery, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Optional Shares are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of information described in Section 8(b) hereof.

As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means     :     [A.M./P.M.] (Eastern Time) on June [·], 2010.

“General Disclosure Package” means (i) the preliminary prospectus dated June [·], 2010 (as defined in Section 4 hereof), (ii) the pricing information set forth on Schedule II hereto, and (iii) the Issuer-Represented Free Writing Prospectuses, if any, identified in Schedule II hereto.

“Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

3

Each Issuer-Represented Free Writing Prospectus, when considered together with the General Disclosure Package as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the issuer notified or notifies the Underwriter, did not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that, in each case, has not been superseded or modified; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

(ii) Any preliminary prospectus, the Prospectus and each Issuer-Represented Free Writing Prospectus when filed, if filed by electronic transmission, pursuant to EDGAR (except as may be permitted by Regulation S-T under the 1933 Act), was identical to the copy thereof delivered to the Underwriter for use in connection with the offer and sale of the Shares.

(iii) The documents which are incorporated or deemed to be incorporated by reference in the Registration Statement or any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be (or, if an amendment with respect to any such documents was filed or became effective, when such amendment was filed or became effective), complied in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued, at the Applicable Time and at the Closing Time (and, if any Optional Securities are purchased, at the Date of Delivery) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make to the statements therein in light of the circumstances in which they were made not misleading.

(iv) The financial statements, including the related schedules and notes, filed with the Commission as a part of the Registration Statement and included in any preliminary prospectus and the Prospectus (the “Financial Statements”) present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such Financial Statements, unless otherwise noted therein have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. No other financial statements or supporting

4

schedules are required to be included in the Registration Statement, any preliminary prospectus and the Prospectus. The statement of income data, balance sheet data and earnings per share data for the five fiscal years ended December 31, 2009 as set forth in the Prospectus under the captions “Summary Selected Consolidated Financial Information” fairly present the information therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, any preliminary prospectus and the Prospectus. The income statement data and earnings per share data for the three and six months ended June 30, 2010 and balance sheet data as of June 30, 2010 as set forth in the Prospectus under the captions “Summary Selected Financial Data” fairly present the information therein as a basis consistent with that of the unaudited financial statements contained in the Registration Statement. To the extent applicable, all disclosures contained in the Prospectus regarding “non-GAAP financial measures” as such term is defined by the rules and regulations of the Commission comply with Regulation G of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K.

(v) Hacker, Johnson & Smith P.A. (“Hacker Johnson”), the independent registered public accounting firm that certified the financial statements of the Company and its subsidiaries, that are included in or incorporated by reference into the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act and the 1933 Act Regulations, and, to the knowledge of the Company, such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the related rules and regulations of the Commission.

(vi) The statistical and market related data contained in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from sources which the Company believes are reliable and accurate.

(vii) This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed by the Underwriter, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and except as any indemnification or contribution provisions thereof may be limited under applicable securities laws.

(viii) Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company and its subsidiaries, considered as one enterprise, have not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus and there has not been any material change in the capital stock or long-term debt of the Company and its subsidiaries or any material adverse change, or any development known to the Company that is reasonably expected to cause a prospective material adverse change, in or affecting the general affairs, management, earnings, business, properties,

5

assets, consolidated financial position, business prospects, consolidated stockholders’ equity or consolidated results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business and there has been no effect with respect to the Company and its subsidiaries considered as one enterprise, which would prevent, or be reasonably likely to prevent, the Company from consummating the transaction contemplated by this Agreement (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus and (C) except for quarterly dividends on the Common Stock last paid in June 2008 and the Series A preferred stock issued to the United States Department of the Treasury last paid in [·], 2009 in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.

(ix) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all mortgages, pledges, security interests, claims, restrictions, liens, encumbrances and defects except such as are described generally in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, and neither the Company nor any subsidiary has any written, or to the Company’s knowledge, oral notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(x) The Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”) with respect to the Bank and has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.

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(xi) Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The activities of the Company’s subsidiaries are permitted of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Federal Reserve Board (the “FRB”) set forth in Title 12 of the Code of Federal Regulations. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. There are no outstanding rights, warrants or options to acquire or instruments convertible into or exchangeable for any capital stock or equity securities of any of the Company’s subsidiaries. None of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distributions on such subsidiary’s capital stock or common securities, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company. The only subsidiaries of the Company are the subsidiaries listed on Schedule III hereto.

(xii) The Company has an authorized capitalization as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Capitalization,” and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The description of the Company’s stock option, stock bonus and other stock plans or arrangements and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

(xiii) The Shares to be issued and sold by the Company to the Underwriter hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the capital stock contained in the

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Registration Statement, the General Disclosure Package and the Prospectus, no holder of the Shares will be subject to personal liability for the debts of the Company by reason of being such a holder and the issuance of the shares is not subject to the preemptive or other similar rights of any security holder of the Company.

(xiv) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, which discloses the Company’s Preferred Stock and Warrants held by the United States Department of the Treasury, (A) there are no outstanding rights (contractual or otherwise), warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity interest in the Company and (B) there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a Registration Statement under the 1933 Act or otherwise register any securities the Company owned or to be owned by such person.

(xv) The issue and sale of the Shares by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in a Repayment Event (as defined below) under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the articles of incorporation, articles of association or charter (as applicable) or bylaws of the Company or any of its subsidiaries, or (iii) result in any violation of any statute or any order, rule or regulation of any federal, state, local or foreign court, arbitrator, regulatory authority or governmental agency (each a “Governmental Entity”) or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except for in the case of clause (ii) those conflicts, breaches, violations, defaults or Repayment Events that would not result in a Material Adverse Effect; no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the 1933 Act of the Shares and except as may be required under the rules and regulations of the Nasdaq Global Select Market (“Nasdaq”) or the Financial Industry Regulatory Authority (“FINRA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter. As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

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(xvi) Neither the Company nor any of its subsidiaries is (A) in violation of its articles of incorporation, articles of association or charter (as applicable), bylaws or other governing documents or (B) in breach, violation or default (with or without notice or lapse of time or both) in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or to which any of the property or assets of the Company or any subsidiary is subject except for such defaults that would not result in a Material Adverse Effect.

(xvii) The statements set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of Our Securities,” insofar as they purport to constitute a summary of the terms of the capital stock of the Company and selected provisions of the Company’s articles of incorporation insofar as they purport to describe the provisions of the laws referred to therein are an accurate summary of such laws.

(xviii) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are conducting their respective businesses in compliance in all material respects with all federal, state, local and foreign statutes, laws, rules, regulations, decisions, directives and orders applicable to them (including, without limitation, all regulations and orders of, or agreements with, the FRB), the Office of the Comptroller of the Currency (the “OCC”) and the Federal Deposit Insurance Corporation (the “FDIC”), the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act and Title III of the USA Patriot Act), and neither the Company nor any of its subsidiaries has received any written, or to the Company’s knowledge, oral communication from any Governmental Entity asserting that the Company or any of its subsidiaries is not in material compliance with any statute, law, rule, regulation, decision, directive or order.

(xix) There are no legal or governmental actions or suits, investigations, inquiries or proceedings before or by any court or Government Entity, now pending or, to the knowledge of the Company, threatened or contemplated, to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject (A) that is required to be disclosed in the Registration Statement by the 1933 Act or the 1933 Act Regulations and not disclosed therein or (B) which, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect; all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, either individually or in the aggregate, which are not described in the Registration Statement, including ordinary routine litigation incidental to their respective businesses, are not reasonably expected to have a Material Adverse Effect and there are no contracts or documents of the Company or any of its subsidiaries which would be required to be described in the Registration Statement or to be filed as exhibits thereto by the 1933 Act or the 1933 Act Regulations which have not been so described and filed.

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(xx) Each of the Company and its subsidiaries possesses all permits, licenses, approvals, consents and other authorizations of (collectively, “Governmental Licenses”), and has made all filings, applications and registrations with, all Governmental Entities to permit the Company or such subsidiary to conduct the business now operated by the Company or its subsidiaries, the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, have a Material Adverse Effect.

(xxi) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law or any applicable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (C) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries.

(xxii) The Company and each of its subsidiaries own or possess adequate rights to use or can acquire on reasonable terms ownership or rights to use all patents, patent applications, patent rights, licenses, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, know-how (including trade secrets and other unpatented and/or unpatenable property or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses) and licenses (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses, except where the failure to own or possess such rights would not, individually or in the aggregate, result in a Material Adverse Effect and have not received any notice of any claim of infringement or conflict with, any such rights of others or any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, except

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where such infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xxiii) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of its subsidiaries on the other hand, which is required to be described in the Registration Statement and the Prospectus by the 1933 Act or the 1933 Act Regulations which has not been so described.

(xxiv) The Company is not and, after giving effect to the offering and sale of the Shares and after receipt of payment for the Shares and the application of such proceeds as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(xxv) There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(xxvi) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any affiliates of the Company or its subsidiaries, has taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares.

(xxvii) Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any director, officer, employee or agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or (D) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(xxviii) The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for

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assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been (X) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (Y) no change in the Company’s internal control over financial reporting that has materially affected adversely, or is reasonably likely to materially affect adversely, the Company’s internal control over financial reporting.

(xxix) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act), which (A) are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within the Company and its subsidiaries to allow timely decisions regarding disclosure, and (B) are effective in all material respects to perform the functions for which they were established. Based on the evaluation of the Company’s and each subsidiary’s disclosure controls and procedures described above, the Company is not aware of (x) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the most recent evaluation of the Company’s disclosure controls and procedures described above, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls.

(xxx) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is subject or is party to, or has received any notice or advice that any of them may become subject or party to any investigation with respect to, any corrective, suspension or cease-and-desist order, agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management and applicable to the Company or its subsidiaries specifically rather than to banks and bank holding companies generally (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised by any Regulatory Agency that it is considering issuing or requesting any such Regulatory Agreement. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and its subsidiaries are each in substantial compliance with all Regulatory Agreements, including the memorandum of understanding with the OCC, and to the Company’s knowledge there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company or any of its subsidiaries which, in the reasonable judgment of the Company, is expected to result in a Material Adverse Effect. As used herein, the term

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“Regulatory Agency” means any Governmental Entity having supervisory or regulatory authority with respect to the Company or any of its subsidiaries, including, but not limited to, any federal or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions, or engaged in the insurance of depositary institution deposits.

(xxxi) Any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance with ERISA, except where the failure to be in compliance with ERISA would not result in a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (B) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or approval letter from the Internal Revenue Service regarding its qualification under such section and nothing has occurred whether by action or failure to act, which would cause the loss of such qualification.

(xxxii) The Company and its subsidiaries, taken as a whole, are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which they are engaged and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Neither the Company nor any subsidiary has been denied any insurance coverage which it has sought or for which it has applied.

(xxxiii) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company, or the Underwriter, for a brokerage commission, finder’s fee or other like payment.

(xxxiv) The Company and its consolidated subsidiaries and its other subsidiaries have (i) filed all necessary federal, state and foreign income and franchise tax

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returns or have properly requested extensions thereof and all such tax returns are true, complete and correct and (ii) have paid all taxes required to be paid by any of them except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(a)(iv) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries or any of its other subsidiaries has not been finally determined.

(xxxv) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, which, in any case, would reasonably be expected to result in a Material Adverse Effect.

(xxxvi) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, money laundering statutes applicable to the Company and its subsidiaries, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

[(xxxvii) Each subsidiary of the Company which is engaged in the business of acting as an insurance agency (an “Insurance Subsidiary”) is duly licensed or registered with any applicable regulatory authorities in each jurisdiction where it is required to be so licensed or registered to conduct its business as presently conducted, except where the failure to be so licensed or registered would not have a Material Adverse Effect. Each Insurance Subsidiary has all other necessary approvals of and from all applicable regulatory authorities, to conduct its businesses, except where the failure to have such approvals would not have a Material Adverse Effect. Each Insurance Subsidiary is in compliance with the requirements of insurance laws and regulations of each jurisdiction that are applicable to such subsidiary, except where the failure to be in compliance with such requirements would not, individually or in the aggregate, have a Material Adverse Effect, and has filed all notices, reports, documents or other information required to be filed thereunder, except where such failure to file would not have, individually or in the aggregate, a Material Adverse Effect.]

(xxxviii)The Company has not distributed and, prior to the later to occur of (i) the Closing Time and (ii) completion of the distribution of the Shares, will not distribute any prospectus (as such term is defined in the 1933 Act and the 1933 Act Regulations) in connection with the offering and sale of the Shares other than the Registration Statement, any

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preliminary prospectus, the Prospectus or other materials, if any, permitted by the 1933 Act or the 1933 Act Regulations and approved by the Underwriter.

(xxxix) No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement, the General Disclosure Package and the Prospectus and any Issuer-Represented Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(xl) Each of the Company’s executive officers and directors and certain stockholders, in each case as listed on Schedule IV hereto, has executed and delivered a lock-up agreement substantially in the form of Exhibit A.

(xli) Neither the Company nor any of its subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-(4)(b)(1).

(xlii) Each of the Company and its subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements, pledged to secure deposits or derivative contracts or held in any fiduciary or agency capacity) free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any of its subsidiaries and except for such defects in title or liens, claims, charges, options, encumbrances, mortgages, pledges or security interests or other restrictions of any kind that would not, individually or in the aggregate, result in a Material Adverse Effect. Such securities are valued on the books of the Company and its subsidiaries in accordance with GAAP.

(xliii) Any and all material swaps, caps, floors, futures, forward contracts, option agreements (other than employee stock options) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company or one of its subsidiaries or for the account of a customer of the Company or one of its subsidiaries, were entered into in the ordinary course of business and in accordance with prudent business practice and applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed to be financially responsible at the time. The Company and each of its subsidiaries have duly performed all of their obligations thereunder to the extent that such obligations to perform have accrued, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder, except for such breaches, violations, defaults, allegations or assertions that, individually or in the aggregate, would not result in a Material Adverse Effect.

(xliv) All of the information provided to the Underwriter or to counsel for the Underwriter by the Company, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rule 5110 and NASD Conduct Rule 2720 is true, complete and correct.

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(xlv) The Common Stock is registered pursuant to Section 12(b) of the 1934 Act and is listed on Nasdaq, and the Company has taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the 1934 Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing.

(xlvi) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes.

(b) The Bank represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 4(a) hereof, and as of each Date of Delivery (if any) referred to in Section 2 hereof, and agrees with the Underwriter, as follows:

(i) The Bank has been duly chartered and is validly existing as a national banking association in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. The Bank is the only depository institution subsidiary of the Company and is a member in good standing of the Federal Home Loan Bank System. The Bank is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. The activities of the Bank are permitted under the laws and regulations of its jurisdiction of organization and the deposit accounts in the Bank are insured up to the applicable limits by the FDIC and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company, threatened against the Bank.

(ii) Neither the Bank nor any of its subsidiaries is in violation of its articles of association or certificate of incorporation (as applicable) or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or to which any of the property or assets of the Bank or any subsidiary is subject except for such defaults that would not result in a Material Adverse Effect.

(iii) This Agreement has been duly authorized, executed and delivered by the Bank and, when duly executed by the Underwriter, will constitute the valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and except as any indemnification or contribution provisions thereof may be limited under applicable securities laws.

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(iv) The execution, delivery and performance of this Agreement by the Bank and the compliance by the Bank with all of the provisions of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action and do not and will not whether with or without the giving of notice or passage or time or both conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in a Repayment Event under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which the Bank or any of its subsidiaries is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the certificate of incorporation or charter (as applicable) or bylaws of the Bank or any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over the Bank or any of its subsidiaries or any of their properties, except for those conflicts, breaches, violations, defaults or Repayment Events that would not result in a Material Adverse Effect.

(c) Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter as to the matters set forth therein.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees, to purchase from the Company, at a purchase price per share of $[·], the Firm Shares as set forth in Schedule I hereto and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Shares as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, the Optional Shares.

Subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the right to purchase at its election up to [·] Optional Shares, at the purchase price per share set forth in clause (a) of the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased, the number of Optional Shares to be purchased by the Underwriter and the date on which such Optional Shares are to be delivered, as determined by the Underwriter. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined.

3. Upon the authorization by the Company of the release of the Firm Shares, the Underwriter proposes to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

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4.    (a) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of Jones Day, 222 East 41st Street, New York, NY 10017, or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (Eastern time) on [·], 2010, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Optional Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Optional Shares shall be made at the above mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company on each Date of Delivery as specified in the notice from the Underwriter to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to the bank account designated by the Company against delivery to the Underwriter for the account of the Underwriter of the Shares to be purchased by it.

(b) The Company shall deliver the Firm Shares and the Optional Shares, if any, through the facilities of The Depository Trust Company, unless otherwise instructed by the Underwriter.

5. The Company further covenants and agrees with the Underwriter as follows:

(a) The Company will prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the 1933 Act and will make no further amendment or any supplement to the Registration Statement or the Prospectus which shall be disapproved by the Underwriter promptly after reasonable notice thereof. The Company will advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and furnish the Underwriter with copies thereof and will advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any preliminary prospectus or Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any preliminary prospectus or prospectus or suspending any such qualification, promptly use its best efforts to obtain the withdrawal of such order.

(b) The Company will give the Underwriter notice of its intention to file or

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prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), or any amendment, supplement or revision to either any preliminary prospectus (including the prospectus included in the Registration Statement at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriter or counsel for the Underwriter shall reasonably object.

(c) The Company has furnished or will deliver to the Underwriter and counsel for the Underwriter, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits). The copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Promptly from time to time, the Company will take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities laws of such states and other jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. In each state or other jurisdiction in which the Shares have been so qualified, the Company will file such statements and reports as may be required by the laws of such state or other jurisdiction to continue such qualification in effect until the completion of the distribution of the Shares. The Company will also supply the Underwriter with such information as is necessary for the determination of the legality of the Shares for investment under the laws of such jurisdiction as the Underwriter may request.

(e) Prior to 10:00 A.M., Eastern Time, on the New York Business Day next succeeding the date of this Agreement and from time to time, the Company will furnish the Underwriter with copies of the Prospectus in New York City in such quantities as the Underwriter may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply with the 1933 Act, notify the Underwriter and upon the Underwriter’s request prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may

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from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case the Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon the Underwriter’s request but at the expense of the Underwriter, prepare and deliver to the Underwriter as many copies as it may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

(f) The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriter or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 5(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriter such number of copies of such amendment or supplement as the Underwriter may reasonably request. If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Underwriter and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(g) The Company will make generally available to its securityholders as soon as practicable, an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations (including, at the option of the Company, Rule 158).

(h) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, the Company will not directly or indirectly, offer, sell, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the 1934 Act, or otherwise dispose of or transfer, or announce the offering of, or file a registration statement under the 1933

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Act in respect of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities, without your prior written consent; provided, however, that if: (1) during the last 17 days of such 90-day period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day-period beginning on the last day of such 90-day period, the restrictions imposed by this Section 5(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus.

(i) The Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including balance sheets and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail.

(j) During a period of five years from the effective date of the Registration Statement, the Company will furnish to the Underwriter copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to the Underwriter (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and (ii) such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

(k) The Company will use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds.”

(l) If the Company elects to rely on Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 5:00 P.M., Eastern time on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the 1933 Act.

(m) The Company will use its best efforts to list for quotation and to maintain

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the listing of the Shares on Nasdaq.

(n) During the period beginning on the date hereof and ending on the later of the fifth anniversary of the Closing Time or the date on which the Underwriter receives full payment in satisfaction of any claim for indemnification or contribution to which they may be entitled pursuant to Section 8 of this Agreement, neither the Company nor the Bank shall, without the prior written consent of the Underwriter, take or permit to be taken any action that could result in the Bank’s common stock becoming subject to any security interest, mortgage, pledge, lien or encumbrance; provided, however, that this covenant shall be null and void if the FRB, the OCC, the FDIC, or any other federal agency having jurisdiction over the Bank, by regulation, policy statement or interpretive release or by written order or written advice addressed to the Bank and specifically addressing the provisions of Section 8 hereof, permits indemnification of the Underwriter by the Bank as contemplated by such provisions.

(o) Until completion of the distribution of the Shares, the Company will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(p) That unless it obtains the prior consent of the Underwriter, the Company has not made and will not make any offer relating to the Shares that would constitute an Issuer-Represented Free Writing Prospectus and has complied and will comply with the requirements of Rule 433 applicable to any Issuer-Represented Free Writing Prospectus, including where and when required timely filing with the Commission, legending and record keeping.

(q) The transfer agent for the Company is The Bank of New York Mellon. The Company shall maintain, at its expense, a registrar and transfer agent for the Common Stock.

(r) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

(s) The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Stock or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Underwriter (or, if later, at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply.

(t) During the Lock-up Period, the Company will enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. In addition, the

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Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 7(i).

6. The Company covenants and agrees with the Underwriter that the Company will pay or cause to be paid the following, whether or not the transactions contemplated herein are completed: (i) the reasonable out-of-pocket expenses actually incurred by the Underwriter in connection with the transactions contemplated hereby, including, without limitation, disbursements, fees and expenses of Underwriter’s counsel and marketing, syndication and travel expenses; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (iii) the cost of printing or producing any agreement among Underwriters, this Agreement, the Blue Sky survey, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities as provided in Section 5(d) hereof, including the fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriter in connection with, securing any required review by FINRA of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the cost and charges of any transfer agent or registrar; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section.

7. The obligations of the Underwriter hereunder to purchase and pay for the Shares as provided herein on the Closing Time and, with respect to the Optional Shares, each additional Date of Delivery, shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Closing Time and, with respect to the Optional Shares, at and as of each Date of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act and in accordance with Section 5(a) hereof (or a post-effective amendment shall have been filed and declared effective in accordance with the requirements of

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Rule 430A), if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 5:00 P.M., Eastern Time, on the date of this Agreement, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction, and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(b) At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Harris Beach PLLC, counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(c) At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Jones Day, counsel for the Underwriter. The opinion shall address the matters as the Underwriter may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Underwriter. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(d) On the date of this Agreement, at the Closing Time and at each Date of Delivery, Hacker Johnson shall have furnished to the Underwriter a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements of the Company and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus, provided that the letter delivered as of the Closing Time or the additional Date of Delivery shall use a “cut-off” date no more than three business days prior to such Closing Time or additional Date of Delivery, as applicable.

(e)(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus any loss or interference with its business from fire, explosion, flood, hurricane, oil spill or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental or regulatory action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective

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change, in or affecting the general affairs, management, financial position, capital adequacy for regulatory purposes, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, or their business affairs, business prospects or regulatory affairs, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Underwriter so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at the Closing Time and, with respect to the Optional Shares, each additional Date of Delivery on the terms and in the manner contemplated in the Prospectus.

(f) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

(g) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq Stock Market; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Stock Market; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, including, without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (iv) or (v), in the reasonable judgment of the Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at the Closing Time and, with respect to the Optional Shares, each additional Date of Delivery on the terms and in the manner contemplated in the Prospectus.

(h) The Shares to be sold at the Closing Time and, with respect to the Optional Shares, each additional Date of Delivery shall have been duly listed for quotation on Nasdaq.

(i) The Company has obtained and delivered to the Underwriter executed copies of an agreement from each officer and director and certain stockholders, in each case as listed on Schedule IV hereto of the Company, substantially in the form of Exhibit A.

(j) The Underwriter shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time and, with respect to the Optional Shares, each additional Date of

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Delivery, to the effect that (i) no event of a type described in Section 7(e) has occurred (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though made at and as of Closing Time and, with respect to the Optional Shares, each additional Date of Delivery, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and, with respect to the Optional Shares, each additional Date of Delivery, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are to their knowledge contemplated by the Commission.

If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time on or prior to the Closing Time. If the sale of the Shares provided for herein is not consummated because any condition set forth in this Section 7 is not satisfied, because of any termination pursuant to Section 10(a) hereof, or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will reimburse the Underwriter upon demand for all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriter in connection with the proposed offering of the Shares. In addition, such termination shall be subject to Section 6 hereof, and Sections 1, 8 and 9 hereof shall survive any such termination and remain in full force and effect.

8.    (a) The Company and the Bank, jointly and severally, will indemnify and hold harmless the Underwriter, each person, if any who controls the Underwriter, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and its respective partners, directors, officers, employees and agents against any losses, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Issuer-Represented Free Writing Prospectus, any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Bank shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Issuer-Represented Free Writing Prospectus, any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein, provided that the Company, the Bank and the Underwriter hereby acknowledge and agree that the only information that the Underwriter has furnished to the Company by the Underwriter consists solely of the information described as such in subsection (b) below.

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(b) The Underwriter will indemnify and hold harmless the Company, its officers, directors and each person, if any, who controls the Company, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Issuer-Represented Free Writing Prospectus, any preliminary prospectus, the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein (provided that the Company and the Underwriter hereby acknowledge and agree that the only information that the Underwriter has furnished to the Company consists solely of the following: the share allocation, concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting”) and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection, unless the indemnifying party has been prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party which consent shall not be unreasonably withheld, be counsel to the indemnifying party), provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to its and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless

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(i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceedings effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request (other than those fees and expenses that are being contested in good faith) prior to the date of such settlement. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriter on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The

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relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriter on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Bank and the Underwriter agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each officer and employee of the Underwriter and each person, if any, who controls the Underwriter within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company with the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Company.

9. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Underwriter, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriter or any controlling person of any of the Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.

10.    (a) The Underwriter may terminate this Agreement, by notice to the Company, at any time on or prior to the Closing Time if, since the time of execution of this Agreement or, in the case of (i) below, since the date of the most recent balance sheets included in the Financial Statements, there has occurred, (i) any Material Adverse Effect, (ii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, including without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (iv) or (v), in the reasonable

29

judgment of the Underwriter make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at the Closing Time and, with respect to the Optional Shares, each additional Date of Delivery on the terms and in the manner contemplated in the Prospectus.

(b) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party except as provided in Section 6 hereof and provided further that Sections 1, 8 and 9 hereof shall survive such termination and remain in full force and effect.

11. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriter shall be delivered or sent by mail, telex or facsimile transmission to the Underwriter at Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6^th Floor, New York, NY 10022, Attention: General Counsel, with a copy Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, GA 30309-3053, Attention: Ralph F. MacDonald III; and if to the Company shall be delivered or sent by mail or facsimile to Intervest Bancshares Corporation, One Rockefeller Plaza, Suite 400, New York, NY 10020, with a copy to Harris Beach PLLC, 99 Garnsey Road, Pittsford, NY 14534, Attention: Thomas E. Willett. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

12. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriter, the Company and, to the extent provided in Sections 8 and 9 hereof, the officers and directors of the Company and each person who controls the Company or the Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from the Underwriter shall be deemed a successor or assign by reason merely of such purchase.

13. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

14. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriter, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Bank or the Company’s shareholders, creditors, employees or any other third party, (iii) the Underwriter has not assumed nor will assume an advisory or fiduciary responsibility in favor of the Company or the Bank with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company or the Bank on other matters) and the Underwriter has no obligation to the Company or the Bank with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from

30

those of the Company or the Bank, and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Bank have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

15. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

17. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

[Signatures on Next Page]

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If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Underwriter, the Company and the Bank.

Very truly yours,

INTERVEST BANCSHARES CORPORATION

By:

INTERVEST NATIONAL BANK

By:

Accepted as of the date hereof:

SANDLER O’NEILL & PARTNERS, L.P.
By:	Sandler O’Neill & Partners Corp.,
	the sole general partner
By:
Name:
Title:	Vice President

32

Schedule I

Name of Underwriter	Number of Initial Securities
Sandler O’Neill & Partners, L.P.
Total

EXHIBIT A

                    , 2010

Sandler O’Neill & Partners, L.P.

919 Third Avenue, 6^th Floor

New York, NY 10022

Re: Proposed Public Offering by Intervest Bancshares Corporation

The undersigned, an executive officer, director and/or stockholder of Intervest Bancshares Corporation, a Delaware corporation, or one of its significant subsidiaries (the “Company”), understands that Sandler O’Neill & Partners, L.P. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Shares”) of the Company’s Class A common stock, $1.00 par value per share (the “Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as an executive officer, director and/or stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during a period of 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Stock or any securities convertible into or exchangeable or exercisable for Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Stock, whether any such swap or transaction is to be settled by delivery of Stock or other securities, in cash or otherwise. If either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company occurs. The Company shall promptly notify the Underwriter of any earnings releases, news or events that may give rise to an extension of the initial restricted period.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in writing by the restrictions set forth herein, (ii) pursuant to the exercise by the undersigned of stock options that have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement, where the Stock received upon any such exercise is held by the undersigned, individually or as fiduciary, in accordance with the terms of this Lock-Up Agreement, (iii) pursuant to Rule 10b5-1 plans of the undersigned in effect as of the date of the Underwriting Agreement, or (iv) with the prior written consent of the Underwriter. For purposes of this Lock-

Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Company Stock, except in compliance with this Lock-Up Agreement. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. The undersigned agrees that the provisions of this Lock-Up Agreement shall be binding also upon the successors, assigns, heirs and personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Notwithstanding anything herein to the contrary, this Lock-up Agreement shall automatically terminate and be of no further effect as of 5:00 P.M. Eastern Time on                     , 2010 if a closing for the offering of the Shares has not yet occurred as of that time.

This Lock-up Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

Signature:

Print Name:

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Intervest Bancshares Corporation on Form S-1 of our report dated March 2, 1010 on the consolidated financial statements of Intervest Banchares Corporation and the effectiveness of internal controls over financial reporting, which report appears in the Annual Report on Form 10-K of Intervest Bancshares Corporation for the year ended December 31, 2009. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.

/s/ Hacker Johnson & Smith, P.A., P.C.

Tampa, Florida

July 28, 2010

CORRESP

July 29, 2010
	99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 THOMAS E. WILLETT DIRECT: (585) 419-8646 FAX:     (585) 419-8818 TWILLETT@HARRISBEACH.COM

VIA ELECTRONIC TRANSMISSION

Michael Clampitt, Esq.

Securities and Exchange Commission

100 F Street, N.E.

Washington,, D.C. 20549-4561

Re: Intervest Bancshares Corporation - Registration Statement on Form S-1 (File No. 

333-167911)

Ladies and Gentlemen:

Intervest Bancshares Corporation (the “Registrant”) has on this date filed, under the Securities Act of 1933, as amended, Amendment No. 1 to the above-referenced registration statement (the “Registration Statement”), together with exhibits thereto.

The Registration Statement has been updated to include financial and other information through June 30, 2010 and the Registration Statement now incorporates by reference the Registrant’s Report on Form 10-Q for the period ended June 30, 2010, filed by the Registrant on July 28, 2010.

The Amendment also contains revisions that have been made in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission in its letter dated July 8, 2010. Set forth below are the Registrant’s responses to the Staff’s comments. To aid in your review, we have repeated the Staff’s comments, followed by the Registrant’s responses.

Form S-1 filed June 30, 2010

General

1. We note the Form 8-K you filed on June 30, 2010 regarding your Memorandum of Understanding with the Office of the Comptroller of the Currency (the “OCC”) and the likelihood that the OCC will enter into a formal agreement with Intervest National Bank. Please confirm to us that you have fully disclosed the impact of the Memorandum of Understanding and the likely formal agreement on your operations and results of operations in your registration statement, or revise to provide such disclosure in a Recent Developments section. In addition, please incorporate by reference the Form 8-K filed on June 30, 2010 into your Registration Statement.

Michael Clampitt, Esq. July 29, 2010 Page 2

The original filing and the Amendment both contain a “Recent Developments” section that summarizes certain recent and significant developments, including the transactions closed on May 25, 2010 and the current status of ongoing regulatory matters involving the OCC.

The Registrant believes that it has disclosed the likely impact of any formal agreement on its operations and results of operations to the extent that such impact is presently known to the Registrant. These matters are discussed in several places, including the “Recent Developments” section, certain of the risk factors, and in the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2010, which is now incorporated by reference. As is indicated in the prospectus included in the Registration Statement, a formal agreement has not yet been executed and the full impact of any such agreement, as well as any final terms and conditions, can only be assessed and identified after any definitive agreement has been negotiated and executed.

The Registrant has incorporated by reference into the Registration Statement its most recent filings with the SEC, including its Report on Form 8-K filed on June 30, 2010 and its Report on Form 10-Q filed on July 28, 2010.

2. Please include all of the information, including the number of shares you intend to offer in a pre-effective amendment to your registration statement, we may have additional comments. Refer to Securities Act Regulation 430A.

The Registrant has registered an aggregate of $46 million of its shares of Class A Common Stock. The final number of shares to be offered will be determined once the price at which shares will be sold in the offering has been agreed upon. As such, the number of shares is dependent upon the offering price. The number of shares will be included in a Pre-Effective Amendment filed prior to the effectiveness of the registration statement.

Risk Factors, page 16

3. Please include additional risk factor(s)that discuss the following risks related to your business: the likely run-off of brokered deposits, any changes in your allowance for loan loss methodologies and loans whose terms you have extended which are not accounted for as either non-performing loans or troubled debt restructurings. In the alternative, you may explain to us why you believe that these circumstances are not risks related to your business.

With respect to brokered deposits, the risk factor entitled “Our current operations and activities are subject to heightened regulatory oversight which increases our operating expenses and we expect further formal regulatory enforcement actions that may negatively affect our business,” has been modified to identify the limitations on brokered deposits that would be

Michael Clampitt, Esq. July 29, 2010 Page 3

associated with any formal agreement. With respect to the allowance for loan loss, we have made some revisions to the risk factors associated with regulatory matters to clarify the expected requirement to establish a program for the maintenance of an adequate allowance. The Registrant believes that the risk factor entitled “We may have higher loan and real estate losses than we have allowed for which could adversely affect our financial condition,” addresses the Registrant’s risks associated with loans other than non-performing loans.

4. Revise your first Risk Factor to include the specific dollar amounts by which you sold your non-performing assets below your net recorded investment.

Please be advised that the first risk factor has been revised to disclose additional information regarding the recent bulk sale transaction, including, among other things, the specific dollar amount for which the Registrant sold troubled assets below its net recorded investment.

Capitalization, page 31

5. Please clarify that the “As Adjusted” column the sale of the $4.25 million shares of Class A Common Stock you assumed was sold in your private placement of May 25, 2010.

Since all of the financial information in the prospectus, including the information in the Capitalization Table, has been updated to reflect results through June 30, 2010, the impact of the private placement that closed on May 25, 2010 is now included in the column that sets out the actual consolidated capitalization of the Registrant at June 30, 2010. This will confirm, however, that the first “As Adjusted” column in the original filing did assume the issuance of shares of Class A Common Stock sold in the private placement of May 25, 2010.

*********************

The Registrant tentatively anticipates requesting acceleration of the effectiveness of the Registration Statement to as early as August 16, 2010. The Staff’s cooperation in meeting this schedule will be greatly appreciated.

Questions or comments with respect to the Registration Statement may be directed to the undersigned at (585) 419-8646 or by facsimile at (585) 419-8818.

Very truly yours,

/s/ Thomas E. Willett

Thomas E. Willett

Cc: Intervest Bancshares Corporation

Eric Envall, Esq.