EXHIBIT 10.2







                         LOAN AGREEMENT

                         BY AND BETWEEN





                  INDEPENDENT BANKSHARES, INC.

                               AND

            BOATMEN'S FIRST NATIONAL BANK OF AMARILLO





                        JANUARY 23, 1997














<PAGE>

                         LOAN AGREEMENT

                        TABLE OF CONTENTS


ARTICLE 1.  GENERAL TERMS ...................................... 1

     1.1    Terms Defined Above ................................ 1
     1.2    Certain Definitions ................................ 1
     1.3    Accounting Principles .............................. 5

ARTICLE 2.  AMOUNTS AND TERMS OF LOANS ......................... 5

     2.1    The Loans and Commitments .......................... 5
     2.2    Payment Procedure .................................. 5
     2.3    Interest Rate ...................................... 6
     2.4    Prepayment ......................................... 6
     2.5    Business Days ...................................... 6

ARTICLE 3.  COLLATERAL.......................................... 6

ARTICLE 4.  REPRESENTATIONS AND WARRANTIES ..................... 7

     4.1    Corporate Existence ................................ 7
     4.2    Corporate Power and Authorization .................. 7
     4.3    Binding Obligations ................................ 7
     4.4    No Legal Bar or Resultant Lien ..................... 7
     4.5    No Consent ......................................... 8
     4.6    Financial Statements ............................... 8
     4.7    Investments and Guaranties ......................... 8
     4.8    Liabilities; Litigation ............................ 8
     4.9    Taxes; Governmental Charges ........................ 8
     4.10   Title to Properties ................................ 8
     4.11   Defaults ........................................... 9
     4.12   Use of Proceeds; Margin Stock ...................... 9
     4.13   Compliance with the Law ............................ 9
     4.14   No Misstatement .....................................9
     4.15   Subsidiaries ........................................9
     4.16   Location of Business and Offices ....................9
     4.17   Fiscal Year .........................................10
     4.18   Agreements ..........................................10

ARTICLE 5.  AFFIRMATIVE COVENANTS ..............................10

     5.1    Financial Statements and Reports ...................10

            (a)  Annual Reports ................................10
            (b)  Quarterly Reports .............................10
            (c)  Audit Reports .................................11
            (d)  Other Reports .................................11

     5.2    Quarterly Certificates of Compliance ...............11
     5.3    Taxes and Other Liens ..............................11
                                i

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     5.4    Maintenance ........................................12
     5.5    Further Assurances .................................12
     5.6    Performance of Obligations .........................12
     5.7    Reimbursement of Expenses ..........................12
     5.8    Insurance ..........................................12
     5.9    Right of Inspection ................................13
     5.10   Notice of Certain Events ...........................13

ARTICLE 6.  NEGATIVE COVENANTS .................................14

     6.1    Debt ...............................................14
     6.2    Liens ..............................................14
     6.3    Investments, Loans and Advances ....................14
     6.4    Dividends, Distributions and Redemptions ...........14
     6.5    Nature of Business .................................15
     6.6    Acquisitions and Mergers ...........................15
     6.7    Sale of Assets .....................................15
     6.8    Proceeds of Notes ..................................15
     6.9    Purchase of Assets .................................15
     6.10   Judicial Actions ...................................15
     6.11   Minimum Capital ....................................15
     6.12   Minimum Capital to Assets Ratio ....................15
     6.13   Maximum Classified Assets ..........................15
     6.14   Minimum Income .....................................16
     6.15   Non Performing Loans ...............................16
     6.16   Non Performing Assets ..............................16

ARTICLE 7.  EVENTS OF DEFAULT ..................................16

     7.1    Events .............................................16

            (a)  Payments ......................................16
            (b)  Representations and Warranties ................16
            (c)  Covenants .....................................16
            (d)  Other Security Instrument Obligations .........16
            (e)  Involuntary Bankruptcy or Other Proceedings ...16
            (f)  Voluntary Petitions, etc. .....................17
            (g)  Discontinuance of Business ....................17
            (h)  Undischarged Judgments ........................17
            (i)  Default on Other Agreements ...................17
            (j)  Material Adverse Effect .......................17
            (k)  Shares ........................................17
            (l)  Dividends .....................................18

     7.2    Remedies ...........................................18
     7.3    Right of Set-off ...................................18
     7.4    Collateral .........................................18
     7.5    Bank Not in Control ................................19
     7.6    Diminution in Value of Collateral ..................19
     7.7    Delegation of Duties and Rights ....................19

                               ii

<PAGE>

ARTICLE 8.  CONDITIONS OF LENDING ..............................19

     8.1    Loans ..............................................19

            (a)  Notes .........................................19
            (b)  Secretary's Certificates ......................19
            (c)  Security Instruments ..........................20
            (d)  No Default ....................................20
            (e)  Representations and Warranties ................20
            (f)  No Material Adverse Change ....................20
            (g)  Other .........................................20

ARTICLE 9.  MISCELLANEOUS ......................................20

     9.1.   Notices ............................................20
     9.2    Amendments and Waivers .............................21
     9.3    Invalidity .........................................21
     9.4    Survival of Agreements .............................21
     9.5    Successors and Assigns .............................21
     9.6    Renewal, Extension or Rearrangement ................22
     9.7    Waivers ............................................22
     9.8    Cumulative Rights ..................................22
     9.9    Time ...............................................22
     9.10   Singular and Plural ................................22
     9.11   Construction .......................................22
     9.12   Interest ...........................................22
     9.13   References .........................................23
     9.14   Taxes, Etc. ........................................23
     9.15   Governmental Regulation ............................23
     9.16   Titles of Articles, Sections and Subsections .......23
     9.17   Counterparts .......................................24
     9.18   Entirety ...........................................24

SIGNATURES .....................................................25

                            EXHIBITS

Note ....................................................Exhibit A

Certificate of Compliance ...............................Exhibit B

Opinion of Counsel ......................................Exhibit C



                               iii

<PAGE>


                         LOAN AGREEMENT

     This Loan Agreement ("Agreement") made and effective as of
January 23, 1997, between INDEPENDENT BANKSHARES, INC. A Texas
corporation (the "Borrower"), whose address is 547 Chestnut,
Abilene, Texas 79604 and BOATMEN'S FIRST NATIONAL BANK OF AMARILLO,
a national banking association, (the "Bank"), whose address is P.
O. Box 1331, Amarillo, Potter County, Texas 79180, evidences that
the Borrower desires to borrow from the Bank and the Bank desires
to loan to the Borrower certain funds on the terms and conditions
hereinafter specified and that therefore, in consideration of the
premises and of the mutual covenants and obligations specified in
this Agreement, the parties to the Agreement agree as follows:

                            ARTICLE 1

                          GENERAL TERMS

     1.1 Terms Defined Above.  As used herein, the terms
"Borrower" and "Bank" shall have the meanings indicated above.

     1.2  CERTAIN DEFINITIONS.  As used in this Agreement, the
following terms shall have the following meanings, unless the
context otherwise requires:

          "Agreement" shall mean this Loan agreement, as the same
     from time to time may be amended or supplemented.

          "Bank Liens" shall mean Liens in favor of the Bank
     securing all or any of the Indebtedness, including, but not
     limited to, rights in any Collateral created in favor of the
     Bank, whether by mortgage, pledge, hypothecation, assignment,
     transfer or other granting or creation of Liens.

          "Base Rate" shall mean the rate of interest established
     by Boatmen's First National Bank of Amarillo, Amarillo, Texas,
     from time to time as its general reference rate, whether or
     not actually charged in each instance.

          "Business Day" shall mean a day of the year on which
     banks are not required or authorized to close in Amarillo,
     Texas.

          "Cash Flow" shall mean for any period the Borrower's net
     profit after provision for federal income tax less any items
     of income which are of a non-recurring nature.


PAGE 2

          "Classified Assets" shall mean the sum of all assets of
FSBA which are classified as substandard, doubtful or as a loss by
any examiner of the Comptroller of the Currency, Federal Deposit
Insurance, Corporation, Federal Reserve, any other regulatory
authority, or by Bank or a third party pursuant to Section 5.9
hereof.

          "Collateral" shall mean all property which is subject to
     Bank Liens pursuant to Article 3 hereof.

          "Commitments" shall mean, collectively, the obligations
     of the Bank to make loans to the Borrower pursuant to Section
     2.1 hereof.

          "Debt" shall mean, for any Person, without duplication:
     (i) all indebtedness of such Person for borrowed money or for
     the deferred purchase price of property of services for which
     such Person is liable, contingently or otherwise, as obligor,
     guarantor or otherwise, or in respect of which such Person
     otherwise assures a creditor against loss; and (ii) all
     obligations of such Person under leases which shall have been,
     or should have been, in accordance with generally accepted
     accounting principles in effect on the date of this Agreement,
     recorded as capital leases for which such Person is liable,
     contingently or otherwise, as obligor, guarantor or otherwise,
     or in respect of which such Person otherwise assures a
     creditor against loss.

          "Default" shall mean the occurrence of any of the events
     specified in section 7.1 hereof, whether or not any
     requirement for notice or lapse of time or other condition
     precedent has been satisfied.

          "Event of Default" shall mean the occurrence of any of
     the events specified in section 7.1 hereof, whether or not any
     requirement for notice or lapse of time of any condition
     precedent has been satisfied.

          "Financial Statements" shall mean the financial
     statements of the Borrower described or referred to in
     Section 4.6 hereof.

          "FSBA" shall mean First State Bank, N.A. Abilene, Texas


PAGE 3

          "Governmental Requirement" shall mean any law, statute,
     code, ordinance, order, rule, regulation, judgment, decree,
     injunction, franchise, permit, certificate, license,
     without limitation, any of the foregoing which relate to
     environmental standards or controls, energy regulations and
     occupational, safety and health standards or controls) of any
     (domestic or foreign) federal, state, county, municipal or
     other government, department, commission, board, court, agency
     or other instrumentality of any of them, which exercises
     jurisdiction over the Borrower or any of its property.

          "Highest Lawful Rate" shall mean the maximum nonusurious
     interest rate, if any, that at any time or from time to time
     may be contracted for, taken, reserved, charged or received on
     this Note or on other Indebtedness, as the case may be, under
     laws applicable to the Bank which are presently in effect or,
     to the extent allowed by law, under such applicable laws which
     may hereafter be in effect and which allow a higher maximum
     nonusurious interest rate than applicable laws now allow.  To
     the extent that Texas Revised Civil Statutes Art, 5069-1.4
     of determining the Highest Lawful Rate, the Bank hereby elects
     to determine the applicable rate ceiling under such Article by
     the indicated (weekly) rate ceiling from time to time in
     effect, subject to the Bank's right to subsequently change
     such method in accordance with applicable law.

          "Indebtedness" shall mean any and all amounts owing or to
     be owing by the Borrower to the Bank in connection with the
     Notes or this Agreement, and all other liabilities of the
     Borrower to the Bank from time to time existing, whether in
     connection with this or other transactions.

          "Lien" shall mean any interest in property securing an
     obligation owed to, or a claim by, a Person other than the
     owner of the property, whether such interest is based on the
     common law, statute or contract, and including but not limited
     to the lien or security interest arising from mortgage,
     encumbrance, pledge, security agreement, conditional sale or
     trust receipt or a lease, consignment or bailment for security
     purposes.


PAGE 4

          "Material Adverse Effect" shall mean any material and
     adverse effect on (i) the assets, liabilities, financial
     condition, business, operations, affairs or circumstances of
     the Borrower from those reflected in the Financial Statements
     or from the facts represented or warranted in this Agreement
     or any Security Instrument, or (ii) the ability of the
     Borrower to carry out its or his business as at the date of
     this Agreement or as proposed at the date of this Agreement to
     be conducted or meet its or his obligations under the Notes,
     this Agreement or Security Instruments on a timely
     basis.

          "Notes" shall mean, collectively, the Advancing Note/Term
    Note together with any and all renewals, extensions for any
    period, increases or rearrangements of said promissory notes.

          "Permitted Liens" shall mean:  (i) Liens for taxes,
     assessments or other governmental charges or levies not yet
     due or which are being contested in good faith by appropriate
     action by or on behalf of the Borrower, (ii) Liens in
     connection with workmen's compensation, unemployment insurance
     or other social security, old age pension or public liability
     obligations, and (iii) vendors', carriers', warehousemen's,
     repairmen's, mechanic's, workmen's, materialmen's,
     construction or improvement of any property in respect of
     obligations which are not yet due.

          "Person" shall mean any individual, corporation,
     partnership, joint venture, association, joint stock company,
     trust, unincorporated organization, government or any agency
     or political subdivision thereof, or any other form of entity.

          "Security Instruments" shall mean the instruments
     described in section 8.1 (c) of this Agreement and any and
     all other instruments now or hereafter executed in connection
     with or as security for the payment of the Notes.

          "Subsidiary" shall mean any corporation of which more
     than fifty percent (50%) of the issued and outstanding
     securities having ordinary voting power for the election of
     directors is owned or controlled, directly or indirectly, by
     the Borrower and/or one or more of its subsidiaries.

          "Term Commitment" shall mean the commitments of the Bank
     to make the Term Loan provided for in Section 2.1 of this
     Agreement.


PAGE 5

          "Term Loan" shall mean the loan made by the Bank pursuant
     to the Term Commitment of the Bank as set forth in Section 2.1
     of this Agreement.

          "Term Note" shall mean the promissory note of the
     Borrower described in Section 2.1 hereof and being in the form
     of the note attached as Exhibit A hereto.

          "Advancing Loan" shall mean the loan made by the Bank
     pursuant to the Term Commitment of the Bank as set forth in
     Section 2.1 of this Agreement.

          "UCC" means the Uniform Commercial Code as enacted by the
     State of Texas or other applicable jurisdiction, as amended.

     1.3  ACCOUNTING PRINCIPLES.  Where the character or amount of
any asset or liability or item of income or expense is required to
be determined or any other accounting computation is required to be
made for the purposes of this Agreement, this shall be done in
accordance with generally accepted accounting principles applied on
a basis consistent with those reflected by the Financial
Statements, except where such principles are inconsistent with the
requirements of this Agreement.

                            ARTICLE 2

                   AMOUNTS AND TERMS OF LOANS

     2.1  THE LOANS AND COMMITMENTS.  Subject to the terms and
conditions and relying on the representations and warranties
contained in this Agreement, the Bank agrees to make the following
loan to the Borrower:

          ADVANCING LOAN.
     The Bank agrees to make a loan to the Borrower in the amount
     of $1,200,000.00 which shall be evidenced by the Borrower's
     issuance, execution and delivery of the Note dated as of
     the date of such loan.  The Note shall be due and payable
     as provided therein.  Principal and all accrued interest shall
     be finally due and payable on April 23, 1997.  The Loan
     is an advancing loan and shall not be construed as a revolving
    line of credit as reborrowings are not permitted.

     At maturity of the Advancing Note, Bank agrees to renew the
     Advancing Note into a Term Note, in an amount not to exceed
     the outstanding balance.  The term note will be repaid in
     equal annual installments over a seven year period.  Interest
     will be payable quarterly.

     2.2  PAYMENT PROCEDURE.  All payments and prepayments made by
the Borrower under the Notes or this Agreement shall be made to the
Bank at its office at the address indicated in the first paragraph

PAGE 6

of this Agreement and shall be made in immediately available funds
in Amarillo, Texas prior to 3:00 o'clock p.m., Amarillo time, on
the date that such payment is required or permitted to be made.
Any payment received by the Bank after 3:00 o'clock p.m., Amarillo
time, on any day shall be considered for all purposes (including
the calculation of interest, to the extent permitted by applicable
law) as having been made on the next following Business Day.

     2.3  INTEREST RATE.  Prior to maturity, the unpaid principal
amount of the Note shall bear interest at a rate per annum equal to
the lesser of (a) the Base Rate calculated as if a year consisted
of 360 days, with adjustments in such varying rate of interest to
be made as and when the Base Rate changes, or (b) the Highest
Lawful Rate.  From and after maturity, the unpaid principal amount
of the Notes shall, respectively, bear interest at the Highest
Lawful Rate.  No notice shall issue to Borrower when the Base Rate
or Highest Lawful Rate may change.

     2.4  PREPAYMENT.  The Borrower may at its option prepay any of
the Notes either in whole at any time, or in part from time to
time, without premium or penalty, but with accrued interest to the
date of prepayment on the amount being prepaid.  All partial
prepayments of principal of the Notes shall be applied to the
principal installments in the inverse order of maturity; provided,
however, that at Borrower's option, it may prepay at anytime
principal in an amount not to exceed the principal amount of the
installment next coming due on the note and have such prepayment
applied to the reduction of the principal of that next due
installment.

     2.5  BUSINESS DAY.  If the date of any payment of principal or
interest on any of the Notes falls on a day which is not a Business
Day, then for all purposes of such Note and this Agreement the same
shall be deemed to have fallen on the next following Business Day
and such extension of time shall in such case be included in the
computation of payment of interest for the period for which such
payment is due and not included for the period for which the next
such payment is due.

                            ARTICLE 3

                           COLLATERAL

     To secure full and complete payment and performance of the
Indebtedness, Borrower shall cause to be granted and conveyed to,
and create in favor of, the Bank, Bank Liens in, to and on all of
the following items and types of property:

          (a)  250,000 shares of common stock of FSBA and all other
     stock in said bank now owned or hereafter acquired by Borrower
     or any entity owned or controlled by Borrower, together with
     all cash and stock  dividends and splits declared thereon;

PAGE 7

          (b)  1,000 shares of common stock of Independent
     Financial, Corp. and all other stock in said Bank now owned
      or hereafter acquired by Borrower or any entity owned  or
      controlled by Borrower, together with all cash and stock
      dividends and splits declared thereon;


          (c)  All replacements, accessions, substitutions and
     proceeds of any of the above.



                            ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES

     As a material inducement to the Bank to enter into this
Agreement, the Borrower represents and warrants to the Bank (which
representations and warranties shall survive the delivery of the
Notes) that:

     4.1  CORPORATE EXISTENCE.  The Borrower is a corporation duly
organized and legally existing under the laws of the State of Texas
and is duly qualified as a foreign corporation in all jurisdictions
wherein the property owned or the business transacted makes such
qualification necessary or advisable.

     4.2  CORPORATE POWER AND AUTHORIZATION.  The Borrower is duly
authorized and empowered to create and issue the Notes; and to
execute, deliver and perform this Agreement and the Security
Instruments and all corporate action on the Borrower's part
requisite for the due creation and issuance of the Notes and for
the due execution, delivery and performance of the Security
Instruments has been duly and effectively taken.

     4.3  BINDING OBLIGATION.  This Agreement, the Notes and the
Security Instruments upon their creation, issuance, execution and
delivery will, constitute valid and binding obligations of the
Borrower enforceable in accordance with their terms subject to
applicable bankruptcy, insolvency or other similar law affecting
the enforceability of creditors' rights.

     4.4  NO LEGAL BAR OR RESULTANT LIEN.  This Agreement, the
Notes and the Security Instruments do not and will not violate any
provisions  of the articles or certificate of incorporation or
bylaws of the Borrower, or any contract, agreement, instrument or
Governmental Requirement to which the Borrower is subject, or
result in the creation or imposition of any Lien upon any
properties of the Borrower other than in favor of the Bank.


PAGE 8

     4.5  NO CONSENT.  The Borrower's execution, delivery and
performance of this Agreement and the Notes and the Security
Instruments do not require the consent or approval of any other
Person which has not been previously obtained, including, without
limitation, any regulatory authority or governmental body of the
United States of America or any state thereof or any political
subdivision of the United States of America or any state thereof.

     4.6  FINANCIAL STATEMENTS.  The annual financial statements of
the Borrower for Borrower's fiscal year ended December 31, 1995
(including any related schedules or notes) which have been
delivered to the Bank, have been prepared in accordance with
generally accepted accounting principles, consistently applied, and
present fairly the financial condition and changes in financial
position of the Borrower as of the date or dates and for the period
or periods stated (subject only to normally year-end audit
adjustments with respect to such unaudited interim statement).  No
material change, either in any case or in the aggregate, has since
occurred in the condition, financial or otherwise, of the Borrower.

     4.7  INVESTMENTS AND GUARANTIES.  At the date of this
Agreement, the Borrower has not made investments in, advances to or
guaranties of the obligations of any Person not otherwise disclosed
in the Financial Statements.

     4.8  LIABILITIES; LITIGATION.  Except for liabilities incurred
in the normal course of business, the Borrower has no (individually
or in the aggregate) liabilities, direct or contingent, except as
disclosed or referred to in the Financial Statements.  At the date
of this Agreement, there is no litigation, legal, administrative or
arbitral proceeding, investigation or other action of any nature
pending or, to the knowledge of the Borrower, threatened against or
affecting the Borrower which involves the possibility of any
judgment or liability not fully covered by insurance.  To the best
of the Borrower's knowledge, no unusual or unduly burdensome
restriction, restraint or hazard exists by contract, law or
governmental regulation or otherwise relative to the business or
properties of the Borrower.

     4.9  TAXES:  GOVERNMENTAL CHARGES.  The Borrower has filed all
tax returns and reports required to be filed and has paid all
taxes, assessments, fees and other governmental charges levied upon
it or upon its properties or income which are due and payable,
including interest and penalties,or has provided adequate reserves
for the payment thereof.

     4.10  TITLE TO PROPERTIES.  The Borrower has good and
marketable title to all of its properties, free and clear of all
Liens except Permitted Liens, and has full authority to create Bank
Liens thereon.


PAGE 9

     4.11  DEFAULTS.  The Borrower is not in default and no event
or circumstance has occurred which, but for the passage of time or
the giving of notice, or both, would constitute a default by the
Borrower under any loan or credit agreement, indenture, mortgage,
deed of trust, security agreement or other agreement evidencing or
pertaining to any Debt of the Borrower, or under any agreement or
instrument to which the Borrower is a party or by which the
Borrower is bound.  No Default hereunder has occurred or is
continuing.

     4.12  USE OF PROCEEDS:  MARGIN STOCK.  The proceeds of the
loan made pursuant to Section 2.1 and evidenced by the Notes will
be used by the Borrower to purchase outstanding shares of Crown
Park Bancshares. None of such proceeds will be used for the purpose
of purchasing or carrying any "margin stock" as defined in
Regulation U of the Board of Governors of the Federal Reserve
System (12 C.F.R. Part 221), or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase
or carry a margin stock or for any other purpose which might
constitute this transaction a "purpose credit" within the meaning
of such Regulation U.  The Borrower is not engaged principally, or
as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock.
Neither the Borrower nor any person acting on behalf of the
Borrower has taken or will take any action which might cause the
Notes or any of the Security Instruments to violate Regulation U or
any other regulation of the Board of Governors of the Federal
Reserve System or to violate Section 7 of the Securities Exchange
Act of 1934 or any rule or regulation thereunder, in each case as
now in effect or as the same may hereinafter be in effect.

     4.13  COMPLIANCE WITH THE LAW.  The Borrower is not in
violation of any Governmental Requirement and has not failed to
obtain any license, permit, franchise or other governmental
authorization necessary to the ownership of any of its properties
or the conduct of its business.

     4.14  NO MISSTATEMENT.  No information, exhibit or report
furnished to the Bank by the Borrower in connection with the
negotiation of this Agreement contains any misstatement of fact or
omitted to state any fact necessary to make the statement continued
therein not misleading.

     4.15  SUBSIDIARIES.  Borrower has no Subsidiaries, other than
FSBA and Independent Financial, Corp., a Delaware Corporation.

     4.16 LOCATION OF BUSINESS AND OFFICE.  The Borrower's
principal place of business and chief executive offices are located
at the address indicated in the initial paragraph of this
Agreement.


PAGE 10

     4.17  FISCAL YEAR.  Borrower's fiscal year ends December 31 of
each calendar year.

     4.18  AGREEMENTS.  Borrower has furnished to Bank copies of
all buy-sell agreements, stock redemption agreements and all other
agreements and contracts involving the stock of FSBA.


                            ARTICLE 5

                      AFFIRMATIVE COVENANTS

     As a material inducement to the Bank to enter into this
Agreement, the Borrower agrees that it will at all times comply
with the covenants contained in this Article 5, from the date
hereof and for so long as any part of the Indebtedness or the
Commitments are outstanding.

     5.1  FINANCIAL STATEMENTS AND REPORTS.  The Borrower will
promptly furnish to the Bank from time to time upon request such
information regarding the business and affairs and financial
condition of the Borrower as the Bank may reasonably request,
including but not limited to:

          (a)  ANNUAL REPORTS - promptly after becoming available
     and in any event within ninety (90) days after the close of
     each fiscal year of the Borrower:

                (i)  the annual report of Borrower; and

               (ii)  the Form 10-K of Borrower, if Borrower is
     required to file such reports pursuant to applicable law; and

              (iii)  the annual call report of FSBA.

          (b)  QUARTERLY REPORTS - promptly after becoming
     available and in any event within forty-five (45) days
     after the end of each calendar quarter:

                 (i)  the Form 10-Q of the Borrower as of the
            end of such quarter, if Borrower is required to file
            such reports pursuant to applicable law.

                (ii)  copies of the call report for FSBA for the
            previous quarter;

               (iii)  a list of all Classified Assets of FSBA or
            assets which are on a watch list showing any loan loss
            reserves allocated to each such loan;


PAGE 11

                (iv)  a list of non-performing assets of FSBA
            showing the amount carried on each bank's book's
            respectively, and any loan loss reserves allocated by
            bank in connection therewith.

          (c)  REPORTS - promptly upon receipt thereof,
     each other report submitted to the Borrower by independent
     accountants in connection with any annual, interim or special
     audit made by them of the books of the Borrower or FSBA;

          (d)  OTHER REPORTS - promptly upon their becoming
     available, each financial statement, report or notice sent by
     the Borrower to its stockholders and all Federal Reserve
     reports of FSBA or Borrower, including, but not limited to, any
     FRY-6, FRY-6A, FRY-9LP, FRY-9C and any   agreement, order or
     decree issued by the Federal Reserve (or regional bank), the
     FDIC, or the Comptroller of the Currency under which FSBA may
     operate now or in the future.

     5.2  QUARTERLY CERTIFICATES OF COMPLIANCE.  On or before the
forty-fifth (45th) day following the end of each calendar quarter
(or the first Business Day thereafter), the Borrower will furnish
or cause to be furnished to the Bank a certificate in the form
attached as Exhibit B hereto signed by a principal financial
officer of the Borrower (i) stating that a review of the activities
of the Borrower has been made under his supervision with a view to
determining whether the Borrower has fulfilled all obligations
under this Agreement, the Notes and the Security Instruments and
that all representations made herein or therein continue to be true
and correct (or specifying the nature of any change), or if the
Borrower shall be in Default, specifying any Default and the nature
and status thereof; (ii) to the extent requested from time to time
by the Bank, specifically affirming compliance of the Borrower with
any of its representations or obligations under such instruments;
(iii) containing or accompanied by such financial or other details,
information and material as the Bank may reasonably request to
evidence such compliance.

     5.3  TAXES AND OTHER LIENS.  The Borrower will pay and
discharge promptly all taxes, assessments and governmental charges
or levies imposed upon the Borrower or upon the income or any
property of the Borrower as well as all claims of any kind
(including claims for labor, materials, supplies and rent) which,
if unpaid, might become a Lien upon any or all of the property of
the Borrower; provided, however, that the Borrower shall not be
required to pay any such tax, assessment, charge, levy or claim if
the amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings diligently
conducted by or on behalf of the Borrower, and if the Borrower
shall have set up reserves therefore adequate under generally
accepted accounting principles.


PAGE 12

     5.4 MAINTENANCE.  The Borrower will (i) maintain its corporate
existence and all of its rights and franchises, and (ii) observe
and comply with all Governmental Requirements.

     5.5  FURTHER ASSURANCES.  The Borrower will cure promptly any
defects in the creation and issuance of the Notes and the execution
and delivery of the Security Instruments, including this Agreement.
The Borrower at its expense will promptly execute and deliver to
the Bank upon request all such other and further documents,
agreements and instruments in compliance with or accomplishment of
the covenants and agreements of the Borrower in this Agreement, or
the Security Instruments or to correct any omissions in the
Security Instruments, or more fully to state the obligations set
out herein or in any of the Security Instruments.

     5.6  PERFORMANCE OF OBLIGATIONS.  The Borrower will pay the
Notes according to the reading, tenor and effect thereof; and the
Borrower will do and perform every act and discharge all of the
obligations provided to be performed and discharged by the Borrower
under the Security Instruments, including this Agreement, at the
time or times and in the manner specified.

     5.7  REIMBURSEMENT OF EXPENSES.  The Borrower will pay all
reasonable legal fees incurred by the Bank in connection with the
preparation of this Agreement and any and all other Security
Instruments contemplated hereby (including any amendments hereto
and thereto or consents or waivers hereunder or thereunder).  The
Borrower will, upon request, promptly reimburse the Bank for all
amounts expended, advanced or incurred by the Bank to satisfy any
obligation of the Borrower under this Agreement or any other
Security Instrument, or to collect the Notes, or to enforce the
rights of the Bank under this Agreement or any other Security
Instrument, which amounts will include all court costs, attorneys'
fees (including, without limitation, for trial, appeal or other
proceedings), fees of auditors and accountants and investigation
expenses reasonably incurred by the Bank in connection with any
such matter, together with interest at the post-maturity rate
specified in section 2.3 above on each such amount from the date of
written demand or request by the Bank for reimbursement until the
date of reimbursement to the Bank.

     5.8  INSURANCE.  The Borrower will cause FSBA to maintain and
continue to maintain, with financially sound and reputable
insurers, insurance with respect to its properties and business
against such liabilities, casualties, risks and contingencies and
in such types and amounts as is customary in the case of Persons
engaged in the same or similar businesses and similarly situated.
The Borrower will furnish or cause to be furnished to the Bank
prior to funding and from time to time a summary of the insurance
coverage of FSBA in form and substance satisfactory to the Bank and
if requested will furnish the Bank copies of the applicable
policies.  In the case of any fire, accident or other casualty

PAGE 13

causing loss or damage to the properties of the Borrower, the
proceeds of such policies shall be used at the option of the
Borrower (i) to repair or replace the damaged property, or (ii) to
prepay the Indebtedness.

     5.9  RIGHT OF INSPECTION.  The Borrower will permit any
officer, employee or agent of the Bank to visit and inspect any of
the properties of the Borrower and FSBA, examine the Borrower's and
FSBA's books of record and accounts, take copies and extracts
therefrom, and discuss the affairs, finances and accounts of the
Borrower with the Borrower's officer, accountants and auditors, all
at such reasonable times and as often as the Bank may reasonably
desire.  Further, Borrower shall allow Bank to conduct an annual,
detailed review of FSBA's loan portfolio.  If, after Bank's
examination of FSBA's loan portfolio, Bank's calculation of
Classified Assets exceeds FSBA's and BFNB's internal classification
by more than 20 percent, and such classification would cause an
Event of Default hereunder, then a third party acceptable to
Borrower and Bank shall be appointed to appraise and classify
FSBA's loan portfolio.

     5.10  NOTICE OF CERTAIN EVENTS.  The Borrower shall promptly
notify the Bank if the Borrower learns of the occurrence of (i) any
event which constitutes a Default, together with a detailed
statement by a responsible officer of the Borrower of the steps
being taken to cure the effect of such Default; or (ii) the receipt
of any notice from, or the taking of any other action by, the
holder of any promissory note, debenture or other evidence of
indebtedness of the Borrower or of any security (as defined in the
Securities Act of 1933, as amended) of the Borrower with respect to
a claimed default, together with a detailed statement by a
responsible officer of the Borrower or of any security (as defined
in the Securities Act of 1933 as amended) of the Borrower with
respect to a claimed default, together with a detailed statement by
a responsible officer of the Borrower by specifying the notice
given or other action taken by such holder and the nature of the
claimed default and what action the Borrower is taking or proposes
to take with respect thereto; (iii) any material legal, judicial or
regulatory proceedings affecting the Borrower; (iv) any dispute
between the Borrower and any governmental or regulatory body; (v)
any event or condition having a Material Adverse Effect; (vi) any
event which could cause Borrower's assets on a consolidated basis
to decline by 10% or more; (vii) any litigation shall be commenced
against Borrower which, together with court costs and attorneys's
fees could result in a liability in excess of $50,000.00.


PAGE 14

                            ARTICLE 6

                       NEGATIVE COVENANTS

     As a material inducement to Bank to enter into this Agreement,
the Borrower agrees that it will at all times comply with the
covenants contained in this Article 6, from the date hereof and for
so long as any part of the Indebtedness is outstanding.

     6.1  DEBT.  Without the prior written consent of Bank, the
Borrower will not incur, create, assume or suffer to exist any
Debt, except:

          (a)  the Note;

          (b)  accounts payable (for the deferred purchase price of
     property or services) from time to time incurred in the
     ordinary course of business and which are not (i) in excess of
     ninety (90) days past the invoice or billing date or (ii)
     being disputed by the Borrower in good faith by appropriate
     proceedings, diligently conducted; and

          (c)  leases associated with data processing, automated
     teller machines and/or subsidiary branch locations.

     6.2  LIENS.  The Borrower will not create, incur, assume or
permit to exist any Lien upon any of its properties (now owned or
hereafter acquired), except for the Bank Liens and Permitted Liens.

     6.3  INVESTMENTS, LOANS AND ADVANCES.  The Borrower will not
make or permit to remain outstanding any loans or advances to or
for investments in any Person, except that the foregoing
restrictions shall not apply to:

          (a)  investments in direct obligations of the United
     States of America or any agency thereof;

          (b)  investments in certificates of deposit of the Bank
     of maturities less than one year, or issued by other
     commercial banks in the United States; and

          (c)  investments in overnight federal funds transactions.

     6.4  DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS.  So long as
Borrower's debt to Bank exceeds $1,200,000, Borrower, without the
written consent of Bank, will not declare or pay any dividend
(other than dividends on preferred stock), purchase, redeem or
otherwise acquire for value any of its stock now or hereafter
outstanding, return any capital to its stockholders or make any
distribution of its assets to its stockholders as such.  Once
Borrower's debt to Bank has been reduced to $1,200,000 or less,
Borrower may pay common stock dividends so long as such dividends

PAGE 15

would not cause Borrower's capital to be less than its allowable
minimum capital as defined in Sections 6.12 and 6.13 of this
Agreement.

     6.5 NATURE OF BUSINESS.  The Borrower will not permit any
material change to be made in the character of its business as
carried on at the date hereof.

     6.6  ACQUISITIONS AND MERGERS.  The Borrower will not merge or
consolidate, with any Person, (other than subsidiaries), or
acquire, other than in the normal course of business, directly or
indirectly, all or any substantial portion of the property, assets
or stock of, or interest in, any Person, except with the express
written consent of the Bank.

     6.7 SALE OF ASSETS.  The Borrower will not, directly or
indirectly, sell, lease or otherwise dispose of any of its assets
except as permitted under Section 6.3 of this Agreement.

     6.8 PROCEEDS OF NOTES.  The Borrower will not permit the
proceeds of the Note to be used for any purposes other than those
permitted by Section 4.12 hereof.

     6.9 PURCHASE OF ASSETS.  The Borrower shall not make any
expenditure in any fiscal year of the Borrower for capital or fixed
assets aggregating $200,000.00 or more, without the prior written
consent of Bank.  The FSBA Branch expansion and the data processing
system are exempt from this paragraph.

     6.10 JUDICIAL ACTIONS.  Borrower shall not fail to have
discharged within a period of thirty (30) days after the
commencement thereof, any attachment, sequestration or similar
proceeding against any of its assets.

     6.11 MINIMUM CAPITAL.  Borrower shall not have capital of less
than $12,500,000 at any time.  FSBA shall not have capital less
than $11,500,000 at any time.  For purposes of this covenant,
"Capital" shall mean assets less liabilities calculated in
accordance with standard regulatory accounting practices.

     6.12 MINIMUM CAPITAL TO ASSETS RATIO.  Borrower, on a
consolidated basis, shall not allow the ratio of (i) its capital,
to (ii) its total assets to be less than 6.5%.  FSBA shall not
allow the ratio of (i) its capital, to (ii) its total assets to be
less than 6.5%.  These ratio requirements will be increased to 7.0%
subsequent to March 31, 1999.  For purposes of this covenant,
"Capital" shall mean assets less liabilities calculated in
accordance with standard regulatory accounting practices..

     6.13  MAXIMUM CLASSIFIED ASSETS.   FSBA shall not have
Classified Assets in excess of 70% of its capital.  For purposes of
this covenant, "Capital" shall mean total assets less total
liabilities.

PAGE 16

     6.14  MINIMUM INCOME.  FSBA shall not show net after-tax
income of less than $70,000 quarterly beginning June 30, 1997.

     6.15  NON-PERFORMING LOANS RATIO.  FSBA shall not show non-
performing loans to total loans greater than 1.50%.  Non-performing
loans shall be defined as loans past due over 90 days and still
accruing plus non-accrual loans plus restructured loans.

     6.16  NON-PERFORMING ASSETS RATIO.  FSBA shall not show non-
performing assets to total loans plus other real estate owned
greater than 2.00%.  Non-performing assets shall be defined as non-
performing loans plus other real estate owned.


                            ARTICLE 7

                        EVENTS OF DEFAULT

     7.1  EVENTS.  Any of the following events shall be considered
an "Event of Default" as that term is used herein:

          (a)  Payments - default is made in the payment when due
     of any installment of principal or interest on the Note or
     any fee provided for herein or other Indebtedness; or

          (b)  Representations and Warranties - any representation
     or warranty by the Borrower herein or in any Security
     Instrument, or in any certificate, request or other document
     furnished pursuant to our under this Agreement proves to have
     been incorrect in any material respect as of the date when
     made or deemed made; or

          (c)  Covenants - default is made in the due observance or
     performance by the Borrower of any of the covenants or
     agreements contained in Articles 5 and 6 and, in the case of
     default under Article 5 such default continues for thirty (30)
     days after the first knowledge thereof by an officer of the
     Borrower; or

          (d)  Other Security Instrument and Covenant Obligations -
     default is made in the due observance or performance by the
     Borrower of any of the other covenants or agreements contained
     in any Security Instrument or other document (including but
     not limited to that certain agreement regarding escrow account
     of even date herewith between Borrower and Bank); or

          (e)  Involuntary Bankruptcy or Other Proceedings - an
     involuntary case or other proceeding shall be commenced
     against the Borrower which seeks liquidation, reorganization
     or other relief with respect to it or its debt or other
     liabilities under any bankruptcy, insolvency or other similar

PAGE 17

     law now or hereafter in effect or seeking the appointment of
     a trustee, receiver, liquidator, custodian or other similar
     official of it or any substantial part of its property, and
     such involuntary case or other proceeding shall remain
     undismissed or unstayed for a period of 60 days; or an order
     for relief against the Borrower shall be entered in any such
     case under the Federal Bankruptcy Code; or

          (f)  Voluntary Petitions, etc. - the Borrower shall
     commence voluntary case of other proceeding seeking
     liquidation, reorganization or other relief with respect to
     itself or its debts or other liabilities under any bankruptcy,
     insolvency or other similar law now or thereafter in effect or
     seeking the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or any substantial
     part of its property, or shall consent to any such relief or
     to the appointment of or taking possession by any such
     official in an involuntary case or other proceeding commenced
     against it, or shall make a general assignment for the benefit
     of creditors, or shall fail generally to, or shall admit in
     writing its inability to pay its debt generally as they become
     due, or shall take any corporate action to authorize or effect
     any of the foregoing; or

          (g)  Discontinuance of Business - the Borrower
     discontinues its usual business; or

          (h)  Undischarged Judgments - Borrower shall fail within
     30 days to pay, bond or otherwise discharge any judgment or
     order for the payment of money that is not otherwise being
     satisfied in accordance with its terms and is not stayed on
     appeal or otherwise being appropriately contested in good
     faith;

          (i)  Default on Other Agreements - the Borrower shall
     suffer any acceleration, notice of default, filing of suit or
     notice or breach by any creditor, lessee or party to any
     agreement to which Borrower is a party when the amount in
     controversy exceeds $100,000.00 and the failure of Borrower to
     have such acceleration, notice of default, filing
     of suit or notice of breach contested, rescinded, withdrawn,
     cancelled or released, as the case may be, within 15 days
     thereafter;

          (j)  Material Adverse Effect - any event occurs which has
     a Material Adverse Effect or which, but for the passage of
     time, would have a Material Adverse Effect;

          (k)  FSBA Shares and Independent Financial, Corp. Shares
     - issues of any additional shares of any class of stock which
     is not immediately pledged as collateral for the note;


PAGE 18

          (l)  Dividends - FSBA shall declare any dividend on its
     outstanding stock, other than dividends which Borrower pays to
    Bank on the Loan, which would cause the bank's capital to be
    less than its allowable minimum capital as defined in
    paragraphs 6.11 and 6.12; No Default described in
    subparagraphs (b), (c), or (d) above shall be deemed an Event
     or Default until 30 days shall have lapsed after notice to
     Borrower by Bank of such Default.

     7.2  REMEDIES.  Upon the occurrence of any Event of Default
described in section 7.1(e) or (f) hereof, the Commitments and any
other lending obligations of the Bank hereunder shall immediately
terminate, and the entire principal amount of all Indebtedness then
outstanding together with interest then accrued thereon shall at
Bank's option become immediately due and payable, all without
written notice and without presentment, demand, notice of
nonpayment, protest, notice of protest or dishonor, notice of
intention to accelerate or of acceleration, bringing of suit, or
any other notice of default of any kind, all of which are hereby
expressly waived by the Borrower.  Upon the occurrence and at any
time during the continuance of any other Event of Default specified
in section 7.1 hereof, the Bank may by written notice to the
Borrower, declare the entire principal amount of all Indebtedness
then outstanding together with interest then accrued thereon to be
immediately due and payable without presentment, demand, notice of
nonpayment, protest, notice of protest or dishonor, notice of
intention to accelerate or of acceleration, bringing of suit, or
other notice of default of any kind, all of which are hereby
expressly waived by the Borrower.

     7.3  RIGHT OF SET-OFF.  Upon the occurrence and during the
continuance of any Event of Default, or if the Borrower becomes
insolvent, however evidenced, the Bank is hereby authorized at any
time and from time to time, without notice to the Borrower (any
such notice being expressly waived by the Borrower), to set-off and
apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at
any time owing by the Bank to or for the credit or the account of
the Borrower against any and all of the Indebtedness of the
Borrower, irrespective of whether or not the Bank shall have made
any demand under this Agreement or the Notes and although such
obligations may be unmatured.  The Bank agrees promptly to notify
the Borrower after any such set-off and application, provided that
the failure to give such notice shall not affect the validity of
such set-off and application.  The rights of the Bank under this
section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Bank may
have.

     7.4  COLLATERAL.  Borrower shall not be entitled to a release
of any of the Collateral, notwithstanding that same may have been
sold or a reduction of principal may have been made on any of the

PAGE 19

Notes, and Bank shall thereafter be entitled to retain all proceeds
of any kind from the sale of assets of Borrower.  Further, upon the
occurrence of any Event of Default, Bank may, in its discretion,
but shall not be required to, exercise such rights as are provided
it in any of the Security Instruments or at law or in equity.
Nothing contained in this Article shall be construed to limit or
amend in any way the Events of Default enumerated in any Security
Instrument or any other document executed in connection with the
transactions contemplated herein.

     7.5  BANK NOT IN CONTROL.  None of the covenants or other
provisions contained in this Agreement or the Security Instruments
shall, or shall be deemed to, give Bank the right to exercise
control over the affairs or management of Borrower or any
Guarantor, the rights of Bank being limited to the right to
exercise the remedies provided in this Article.

     7.6  DIMINUTION IN VALUE OF COLLATERAL.  Bank shall have no
liability or responsibility whatsoever for any diminution in or
loss of value of any Collateral, except for that caused by Bank's
willful misconduct or negligence.

     7.7  DELEGATION OF DUTIES AND RIGHTS.  Bank may perform any of
its duties or exercise any of its rights under this Agreement or
the Security Instruments by or through its officers, directors,
employees, attorney, agents or other representatives.


                             ARTICLE 8

                      CONDITIONS OF LENDING

     The obligations of the Bank to make the loan pursuant to this
Agreement are subject to the conditions precedent stated in this
Article 8.

     8.1  LOAN.  The obligation of the Bank to make the initial
loan under this Agreement is subject to the following conditions
precedent wherein each document to be delivered to the Bank shall
be in form and substance satisfactory to it:

          (a)  Note - the Borrower shall have duly and validly
     issued, executed and delivered the Note to the Bank.

          (b)  Secretary's Certificates -

               (i)  the Bank shall have received certificates of
          the Secretary or Assistant Secretary of the Borrower
          setting forth (A) resolutions of its board of directors
          in form and substance satisfactory to the Bank with
          respect to the authorization of the Notes, this

PAGE 20

          Agreement and any Security Instruments provided
          herein to which each is a party and the officers of the
          Borrower are authorized to sign such instruments and (B)
          specimen signatures of the officers of the Borrower
          authorized to sign such instruments; and

               (ii)  the Bank shall have received a copy,
          certified as true by the Secretary or Assistant Secretary
          of the Borrower of the articles or certificate of
          incorporation and the bylaws of the Borrower.

          (c)  Security Instruments - the Bank shall have received
     the security agreements creating, granting, renewing and
     extending the first and prior Bank liens pursuant to Section
     3, each duly and validly executed and delivered by the
     Borrower.

          (d)  No Default - the fact that immediately after such
     loan, no Default shall have occurred and be continuing.

          (e)  Representations and Warranties - the fact that the
     representations and warranties of the Borrower contained in
     this Agreement or any Security Instrument (other than
     those representations and warranties which are by their terms
     limited to the date of the agreement in which they are
     initially made) are true and correct in all respects on and as
     of the date of such loan.

          (f)  No Material Adverse Change - there shall have
     occurred, in the sole opinion of the Bank, no change in the
     condition, financial or otherwise, of the Borrower or with
     respect to the Borrower's properties from the facts
     represented in any Security Instrument, including this
     Agreement, which would have a Material Adverse Effect.

          (g)  Other - the Bank shall have received such other
     documents as it may reasonably have requested at any time at
     or prior to the closing of the loan.


                             ARTICLE 9

                          MISCELLANEOUS

     9.1  NOTICES.  Any notice required or permitted to be given
under or in connection with this Agreement, the other Security
Instruments (except as may otherwise be expressly required therein)
or the Notes shall be in writing and shall be mailed by first class
or express mail, postage prepaid, or sent by telex, telegram,
telecopy or other similar form of rapid transmission confirmed by
mailing (by first class or express mail, postage prepaid) written
confirmation at substantially the same time as such rapid

PAGE 21

transmission, or personally delivered to an officer of the
receiving party.  All such communications shall be mailed, sent or
delivered:

          (a)  if to the Borrower, to its address as shown at the
     beginning of this Agreement, or to such other address or to
     such individual's or department's attention as it may have
     furnished the Bank in writing; or

          (b)  if to the Bank, to its mailing address shown at the
     beginning of this Agreement, or to such other address or to
     such individual's or department's attention as it may have
     furnished the Bank in writing; or

Any communication so addressed and mailed shall be deemed to be
given when so mailed; and any notice so sent by rapid transmission
shall be deemed to be given when receipt of such transmission is
acknowledged, and an any communication so delivered in person shall
be deemed to be given when receipted for by, or actually received
by, an authorized officer of the Borrower or the Bank, as the case
may be.

     9.2  AMENDMENTS AND WAIVER.  Any provision of this Agreement,
the other Security Instruments or the Notes may be amended or
waived if, but only if, such amendment or waiver is in writing and
is signed by the Borrower and the Bank.

     9.3  INVALIDITY.  In the event that any one or more of the
provisions contained in the Notes, this Agreement or in any other
Security Instrument shall, for any reason, be held invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of the Notes,
this Agreement or any other Security Instrument.

    9.4  SURVIVAL OF AGREEMENTS.  All representations and
warranties of the Borrower herein or in the other Security
Instruments, and all covenants and agreements herein not fully
performed before the effective date or dates of this Agreement and
of the other Security Instruments, shall survive such date or
dates.

     9.5  SUCCESSORS AND ASSIGNS.  All covenants and agreements by
or on behalf of the Borrower in the Notes, this agreement and any
other Security Instrument shall bind its successors and assigns and
shall inure to the benefit of the Bank and its successors and
assigns.  The Borrower shall not, however, have the right to assign
its rights under this Agreement or any interest herein, without the
prior written consent of the Bank.  In the event that the Bank
sells participations to other lenders in the Notes or other
Indebtedness of the Borrower incurred or to be incurred pursuant to
this Agreement, each of such other lenders shall have the same
rights in and to the Collateral as may be available to the Bank.

PAGE 22

     9.6  RENEWAL, EXTENSION OR REARRANGEMENT.  All provisions of
this Agreement and of any other Security Instruments relating to
the Notes or other Indebtedness shall apply with equal force and
effect to each and all promissory notes hereinafter executed which
in whole or in part represent a renewal, extension for any period,
increase or rearrangement of any part of the Indebtedness
originally represented by the Notes or of any part of such other
Indebtedness.

     9.7  WAIVERS.  No course of dealing on the part of the Bank,
its officers, employees, consultants or agents, acceptance of
partial payments, nor any failure or delay by the Bank with respect
to exercising any right, power or privilege of the Bank under the
Notes, this Agreement or any other Security Instrument shall
operate as a waiver thereof, except as otherwise provided in
Section 9.2.

     9.8  CUMULATIVE RIGHTS.  Rights and remedies of the Bank under
the Notes, this Agreement and each other Security Instrument shall
be cumulative, and the exercise or partial exercise of any such
right or remedy shall not preclude the exercise of any other right
or remedy.

     9.9  TIME.  Time is of the essence of this Agreement, the
Notes and the Security Instruments.

     9.10  SINGULAR AND PLURAL.  Words used herein the singular,
where the context so permits, shall be deemed to include the plural
and vice versa.  The definitions of words in the singular herein
shall apply to such words when used in the plural where the context
so permits and vice versa.

     9.11  CONSTRUCTION.  This Agreement is, and the Notes will be,
a contract made under and shall be construed in accordance with and
governed by the laws of the United States of America and the State
of Texas, as such laws are now in effect and, with respect to usury
laws, if any, applicable to the Bank and to the extent allowed
thereby, as such laws may hereafter be in effect which allow a
higher maximum nonusurious interest rate than such laws now allow.

     9.12  INTEREST.  It is the intention of the parties hereto to
conform strictly to usury laws applicable to the Bank.
Accordingly, if the transactions contemplated hereby would be
usurious under applicable law (including the laws of the United
States of America and the State of Texas) then, in that event,
notwithstanding anything to the contrary in the Notes, this
Agreement or in any other Security Instrument or agreement entered
into in connection with or as security for the Note, it is agreed
as follows:  (i) the aggregate of all consideration which
constitutes interest under law applicable to the Bank that is
contacted for, taken, reserved, charged or received under the
Notes, this Agreement or under any of the other aforesaid Security

PAGE 23

Instruments or agreements or otherwise in connection with the Notes
shall under no circumstances exceed the maximum amount allowed by
such applicable law, and any excess shall be credited by the Bank
on the principal amount of the Indebtedness (or, if the principal
amount of the Indebtedness shall have been paid in full, refunded
by the Bank to the Borrower); and (ii) in the event that the
maturity of the Notes is accelerated by reason of an election of
the Bank resulting from any Event of Default under this Agreement
or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under
law applicable to the Bank may never include more than the maximum
amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be cancelled
automatically as of the date of such acceleration of prepayment
and, if theretofore paid, shall be credited by the Bank on the
principal amount of the Indebtedness (or, if the principal amount
of the Indebtedness shall have been paid in full, refunded by the
Bank to the Borrower).

     9.13  REFERENCES.  The words "herein," "hereof," "hereunder"
and other words of similar import when used in this Agreement refer
to this Agreement as a whole, and not to any particular article,
section or subsection.

     9.14  TAXES, ETC.  Any taxes (excluding income taxes) payable
or ruled payable by federal or state authority in respect of the
Note, this Agreement or the other Security Instruments shall be
paid by the Borrower, together with interest and penalties, if any.

    9.15  GOVERNMENTAL REGULATION.  Anything contained in this
Agreement to the contrary notwithstanding, if entering into a
partnership, merger or other business relationship, or any other
circumstance (not caused by the Bank) or act of the Borrower
occurring after the date of this Agreement would cause any amount
to be loaned under this Agreement by the Bank to be in violation of
any limitation or prohibition provided by an applicable statute or
other regulation, then the Bank shall not be obligated to extend
credit to the Borrower in an amount in violation of any such
limitation or prohibition.

     9.16  TITLES OF ARTICLES, SECTIONS AND SUBSECTIONS.  All
titles or headings to articles, sections, subsections or other
divisions of this Agreement or the exhibits hereto are only for the
convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such
articles, sections, subsections or other divisions, such other
content being controlling as to the agreement between the parties
hereto.


PAGE 24


     9.17  COUNTERPARTS.  This Agreement may be executed in two or
more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original,
but all of which together shall constitute one and the same
instrument.

     9.18 ENTIRETY.  THIS AGREEMENT, THE TERM NOTES AND THE
SECURITY INSTRUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed as of the date first above written.


BORROWER:                           BANK:

Independent Bankshares, Inc.       Boatmen's First National Bank
                                   of Amarillo


By /s/ Bryan Stephenson            By /s/ Louis E. Cardwell
  ----------------------------       ----------------------------
  Bryan Stephenson                   Louis E. Cardwell
  President                          Assistant Vice President

<PAGE>

                            EXHIBIT A


BORROWER'S NAME AND ADDRESS:
"I" includes each borrower above, joint and severally.
INDEPENDENT BANKSHARES, INC.
P O BOX 3296
ABILENE, TX  79604

LENDER'S NAME AND ADDRESS:
"You" means the lender, its successors and assigns.
BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
8TH & TAYLOR - PO BOX 1331
AMARILLO, TX  79180

ACCOUNT #:  406386 LEC
Loan Number:  50405 GAO
Date:  January 23, 1997
Maturity Date April 23, 1997
Loan Amount $1,200,000.00
Renewal of ______________

For value received, I promise to pay to you, or your order, at your
address listed above the PRINCIPAL sum of ONE MILLION TWO HUNDRED
THOUSAND AND NO/100 Dollars ($1,200,000)

[  ]  SINGLE ADVANCE:  I will receive all of the principal sum on
__________.  No additional advances are contemplated under this
note.

[XX]  MULTIPLE ADVANCE:  The principal sum shown above is the
maximum amount of principal I can borrow under this note.  On
JANUARY 23, 1997 I will receive the amount of $_______________ and
future principal advances are contemplated.

     CONDITIONS:  The conditions for future advances are
___________________.

[  ] OPEN END CREDIT:    You and I agree that I may borrow up to
the maximum amount of principal more than one time.  This feature
is subject to all other conditions and expires on
__________________.

[XX] CLOSED END CREDIT: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).

INTEREST:  I agree to pay interest on the outstanding principal
balance from JANUARY 23, 1997 at the rate of 8.750% per year until
FIRST CHANGE DATE.

[XX] VARIABLE RATE:  This rate may then change as stated below.

     [XX] INDEX RATE:  The future rate will be 0.500% OVER the
following index rate:  BOATMEN'S FIRST NATIONAL BANK OF AMARILLO'S
BASE RATE AS ANNOUNCED PUBLICLY FROM TIME TO TIME BY BOATMEN'S
FIRST NATIONAL BANK OF AMARILLO

     [XX] CEILING RATE:  The interest rate ceiling for this note is
the STD QUARTERLY ceiling rate announced by the Credit Commissioner
from time to time.

     [XX] FREQUENCY AND TIMING:  The rate on this note may change
as often as DAILY.

          A change in the interest rate will take effect ON THE
SAME DAY.

     [  ] LIMITATIONS:  During the term of this loan, the
applicable annual interest rate will not be more than _____% or
less than _____%.  The rate may not change more than _____% each
_______________.

     EFFECT OF VARIABLE RATE:  A change in the interest rate will
have the following effect on the payments:

     [  ]  The amount of each scheduled payment will change.
     [  ]  The amount of the final payment will change.
     [XX]  THE AMOUNT DUE AT MATURITY WILL CHANGE.
          ----------------------------------------

ACCRUAL METHOD:  Interest will be calculated on a ACTUAL/360 basis.

POST MATURITY RATE:  I agree to pay interest on the unpaid balance
of this note owing after maturity, and until paid in full, as
stated below:

     [  ]  on the same fixed or variable rate basis in effect
before maturity (as indicated above).

     [XX]  at a rate equal to HIGHEST RATE PERMITTED BY LAW,

[  ]  LATE CHARGE:  If a payment is made more than _____ days after
it is due, I agree to pay a late charge of _______________________.

[  ]  ADDITIONAL CHARGES:  In addition to interest, I agree to pay
the following charges which __ are __ are not included in the
principal amount above:
______________________________________________.

PAYMENTS:  I agree to pay this note as follows:

[XX]  INTEREST:  I agree to pay accrued interest ON DEMAND, BUT IF
NO DEMAND IS MADE AT MATURITY.

[XX]  PRINCIPAL:  I agree to pay the principal ON DEMAND, BUT IF NO
DEMAND IS MADE THEN ON APRIL 23, 1997.

[  ]  INSTALLMENTS:  I agree to pay this note in _____ payments.
The first payment will be in the amount of $____________ and will
be due _________.  A payment of $___________ will be due
____________ thereafter.  The final payment of the entire unpaid
balance of principal and interest will be due
______________________.

ADDITIONAL TERMS:

"I AGREE THAT IF THE "INDEX RATE" CEASES TO EXIST, YOU MAY
SUBSTITUTE A NEW "INDEX RATE" THAT IS REASONABLY SIMILAR TO THE
PRIOR "INDEX RATE."

[XX] SECURITY:  This note is separately secured by (describe
separate document by type and date):  STOCK MORE FULLY DESCRIBED IN
SECURITY AGREEMENTS DATED 01-23-97.  (This section is for your
internal use.  Failure to list a separate security document does
not mean the agreement will not secure this note).

THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN PARTIES.

PURPOSE:  The purpose of this loan is BUSINESS; PURCHASE STOCK.

SIGNATURES:  I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON
PAGE 2).  I have received a copy of today's date.

INDEPENDENT BANKSHARES, INC.

BY:  /S/ Bryan Stephenson
     ---------------------
     Bryan Stephenson, President

Signature of Lender

/S/ LOUIS CARDWELL
------------------------
Louis Cardwell
Assistant Vice President

(Page 1 of 2)

<PAGE>

DEFINITIONS: As used on page 1, "XX" means the terms that apply to
this loan. "I," "me" or "my" means each Borrower who signs this
note and each other person or legal entity (including guarantors,
endorsers, and sureties) who agrees to pay this note (together
referred to as "us"). "You" or "your" means the Lender and its
successors and assigns.

APPLICABLE LAW: The law of the state of Texas will govern this
note. Any term of this note which is contrary to applicable law
will not be effective, unless the law permits you and me to agree
to such a variation. If any provision of this agreement cannot be
enforced according to its terms, this fact will not affect the
enforceability of the remainder of this agreement. No modification
of this agreement may be made without your express written consent.
Time is of the essence in this agreement.

PAYMENTS: Each payment I make on this note will first reduce the
amount I owe you for charges which are neither interest nor
principal. The remainder of each payment will then reduce accrued
unpaid interest, and then unpaid principal. If you and I agree to
a different application of payments, we will describe our agreement
on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this
note. Any partial prepayment will not excuse or reduce any later
scheduled payment until this note is paid in full (unless, when I
make the prepayment, you and I agree in writing to the contrary).

INTEREST: Interest accrues on the principal remaining unpaid from
time to time, until paid in full. If I receive the principal in
more than one advance, each advance will start to earn interest
only when I receive the advance. The interest rate in effect on
this note at any given time will apply to the entire principal
advanced at that time. Notwithstanding anything to the contrary, I
do not agree to pay and you do not intend to charge any rate of
interest that is higher than the maximum rate of interest you could
charge under applicable law for the extension of credit that is
agreed to here (either before or after maturity). If any notice of
interest accrual is sent and is in error, we mutually agree to
correct it and if you actually collect more interest than allowed
by law and this agreement, you agree to refund it to me.

INDEX RATE: The index will serve only as a device for setting the
rate on this note. You do not guarantee by selecting this index, or
the margin, that the rate on this note will be the same rate you
charge on any other loans or class of loans to me or other
borrowers.

ACCRUAL METHOD: The amount of interest that I will pay on this loan
will be calculated using the interest rate and accrual method
stated on page 1 of this note. For the purpose of interest
calculation, the accrual method will determine the number of days
in a "year." If no accrual method is stated, then you may use any
reasonable accrual method for calculating interest.

POST MATURITY RATE: For purposes of deciding when the "Post
Maturity Rate" (shown on page 1) applies, the term "maturity" means
the date of the last scheduled payment indicated on page 1 of this
note or the date you accelerate payment on the note, whichever is
earlier.

SINGLE ADVANCE LOANS: If this is a single advance loan, you and I
expect that you will make only one advance of principal. However,
you may add other amounts to the principal if you make any payments
described in the "PAYMENTS BY LENDER" paragraph below.

MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and
I expect that you will make more than one advance of principal. If
this is closed end credit, repaying a part of the principal will
not entitle me to additional credit.

PAYMENTS BY LENDER: If you are authorized to pay, on my behalf,
charges I am obligated to pay (such as property insurance
premiums), then you may treat those payments made by you as
advances and add them to the unpaid principal under this note, or
you may demand immediate payment of the charges.

SET-OFF: I agree that you may set off any amount due and payable
under this note against any right I have to receive money from you.
     "Right to receive money from you" means:
(1)  any deposit account balance I have with you;
(2)  any money owed to me on an item presented to you or in your
     possession for collection or exchange; and
(3)  any repurchase agreement or other nondeposit obligation.

     "Any amount due and payable under this note" means the total
amount of which you are entitled to demand payment under the terms
this note at the time you set off. This total includes any balance
the due date for which you properly accelerate under this note.
     If my right to receive money from you is also owned by someone
who has not agreed to pay this note, your right of set-off will
apply to my interest in the obligation and to any other amounts I
could withdraw on my sole request or endorsement.  Your right of
set-off does not apply to an account or other obligation where my
rights are only as a representative. It also does not apply to any
Individual Retirement Account or other tax-deferred retirement
account.
     You will not be liable for the dishonor of any when the
dishonor occurs because you set off this debt against any of my
accounts. I agree to hold you harmless from any such claims arising
as a result of your exercise of your right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real
estate or a residence that is personal property, the existence of
a default and your remedies for such a default will be determined
by applicable law, by the terms of any separate instrument creating
the security interest and, to the extent not prohibited by law and
not contrary to the terms of the separate security instrument, by
the "Default" and "Remedies" paragraphs herein.

DEFAULT: I will be in default on this loan and any agreement
securing this loan if any one or more of the following occurs:
(1)  I fail to perform any obligation which I have undertaken in
this note or any agreement securing this note;
(2)  you, in good faith, believe that the prospect of payment or
the prospect of my performance of any other of my obligations under
this note or any agreement securing this note is impaired.
     If any of us are in default on this note or any security
agreement, you may exercise your remedies against any or all of us.

REMEDIES: If I am in default on this note you have, but are not
limited to the following remedies:
(1)  You may demand immediate payment of my debt under this note
     (principal, accrued unpaid interest and other accrued
     charges).
(2)  You may set off this debt against any right I have to the
     payment of money from you, subject to the terms of the "Set-
     Off" paragraph herein.
(3)  You may demand security, additional security, or additional
     parties to be obligated to pay this note as a condition for
     not using any other remedy.
(4)  You may refuse to make advances to me or allow purchases on
     credit by me.
(5)  You may use any remedy you have under state or federal law.
     By selecting any one or more of these remedies you do not give
up your right to later use any other remedy. By waiving your right
to declare an event to be a default, you do not waive your right to
later consider the event as a default if it continues or happens
again.

COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of
collection, replevin or any other or similar type of cost if I am
in default. In addition, if you hire an attorney to collect this
note, I also agree to pay any fee you incur with such attorney plus
court costs (except where prohibited by law). To the extent
permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this
debt as awarded by any court exercising jurisdiction under the
Bankruptcy Code.

WAIVER: I give up my rights to require you to do certain things. I
will not require you to:
     (1)  demand payment of amounts due (presentment);
     (2)  obtain official certification of f nonpayment (protest);
     (3)  give notice that amounts due have not been paid (notice
          of dishonor);
     (4)  give notice of intent to accelerate; or
     (5)  give notice of acceleration.
     I waive any defenses I have based on suretyship or impairment
of collateral.

OBLIGATIONS INDEPENDENT: I understand that I must pay this note
even if someone else has also agreed to pay it (by, for example,
signing this form or separate guarantee or endorsement). You may
sue me alone or anyone else who is obligated on this note, or any
number of us together to collect this note. You may do so without
any notice that it has not paid (notice of dishonor). You may
without notice release any part this agreement without releasing
any other party. If you give up any of your rights, with or without
notice, it will not affect my duty to pay this note. Any extension
of new credit to any of us, or renewal of this note by all or less
than all of us will not release me from my duty to pay it. (Of
course, you are entitled to only one payment in full.) I agree that
you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time
without limit or notice and for any term without affecting my
liability for payment of the note. I will not assign my obligation
under this agreement without your prior written approval.

CREDIT INFORMATION: I agree and authorize you to obtain credit
information about me from time to time (for example, by requesting
a credit report) and to report to others your credit experience
with me (such as a credit reporting agency). I agree to provide
you, upon request, any financial statement or information you may
deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and
complete.


NOTICE: Unless otherwise required by law, any notice to me shall be
given by delivering it or by mailing it by first class mail
addressed to me at my last known address. My current address is on
page 1. I agree to inform you in writing of any change in my
address. I will give any notice to you by mailing it first class to
your address stated on page 1 of this agreement, or to any other
address that you have designated.



<TABLE>
<CAPTION>

                        BORROWER'S                                                INTEREST
DATE OF      PRINCIPAL  INITIALS        PRINCIPAL  PRINCIPAL  INTEREST  INTEREST  PAID
TRANSACTION  ADVANCE    (NOT REQUIRED)  PAYMENTS   BALANCE    RATE      PAYMENTS  THROUGH:
-----------  ---------  --------------  ---------  ---------  --------  --------  ---------
<S>          <C>        <C>             <C>        <C>        <C>        <C>      <C>
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /
  /  /       $                          $          $                 %   $          /  /


</TABLE>


(Page 2 of 2)

<PAGE>

SECURITY AGREEMENT
(Collateral Pledge Agreement)


DATE:  JANUARY 23, 1997

DEBTOR:                            INDEPENDENT BANKSHARES, INC.
BUSINESS OR RESIDENCE ADDRESS:     PO BOX 3296
CITY, STATE & ZIP CODE:            ABILENE, TX 79604

SECURED PARTY:                     BOATMEN'S FIRST NATIONAL BANK
                                   OF AMARILLO
ADDRESS:                           8TH & TAYLOR - PO BOX 1331
CITY, STATE & ZIP CODE:            AMARILLO, TX 79180

1.   SECURITY INTEREST AND COLLATERAL. To secure (check one):

[XX]  the payment and performance of each and every debt, liability
and obligation of every type and description which Debtor may now
or at any time hereafter owe to Secured Party (whether such debt,
liability or obligation now exists or is hereafter created or
incurred, and whether it is or may be direct or indirect, due or to
become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several;
all such debts. Liabilities and obligations being herein
collectively referred to as the "Obligations").

[  ]  the debt, liability or obligation of the Debtor to secured
party evidenced by the following:_______________________________
__________________________________, and any extensions, renewals or
replacements thereof (herein referred to as the "Obligations"),

Debtor hereby grants Secured Party a security interest (herein
called the "Security Interest") in (check one):

[  ]  All property of any kind now or at any time hereafter owned
by Debtor, or in which Debtor may now or hereafter have an
interest, which may now be or may at any time hereafter come into
the possession or control of Secured Party or into the possession
or control of Secured Party's agents or correspondents, whether
such possession or control is given for collateral purposes or for
safekeeping, together with all rights in connection with such
property (herein called the "Collateral").

[  ]  the property owned by Debtor and held by Secured Party that
is described as follows: INDEPENDENT FINANCIAL CORP.  CAPITAL STOCK
- 1,000 SHARES together with all rights in connection with such
property (herein called the "Collateral").

2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents,
warrants and covenants that:

     (a)  Debtor will duly endorse, in blank, each and every
instrument constituting Collateral by signing on said instrument or
by signing a separate document of assignment or transfer, if
required by Secured Party.
     (b)  Debtor is the owner of the Collateral free and clear of
all liens, encumbrances, security interests and restrictions,
except the Security Interest and any restrictive legend appearing
on any instrument constituting Collateral.
     (c)  Debtor will keep the Collateral free and clear of all
liens, encumbrances and security interests, except the Security
Interest.
     (d)  Debtor will pay, when due, all taxes and other
governmental charges levied or assessed upon or against any
Collateral.
     (e)  At any time, upon request by Secured Party, Debtor will
deliver to Secured Party all notices, financial statements, reports
or other communications received by Debtor as an owner or holder of
the Collateral.
     (f)  Debtor will upon receipt deliver to Secured Party in
pledge as additional Collateral all securities distributed on
account of the Collateral such as stock dividends and securities
resulting from stock splits, reorganizations and recapitalizations.

THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2
HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.


Debtor's Name:  INDEPENDENT BANKSHARES, INC.

By:  /S/ BRYAN STEPHENSON
     --------------------
Title: PRESIDENT

By:  _________________________________
Title:________________________________

(Page 1 of 2)

<PAGE>

ADDITIONAL PROVISIONS


3.   RIGHTS OF SECURED PARTY. Debtor agrees that Secured Party may
at any time, whether before or after the occurrence of an Event of
Default and without notice or demand of any kind, (i) notify the
obligor on or issuer of any Collateral to make payment to Secured
Party of any amounts due or distributable thereon, (ii) in Debtor's
name or Secured Party's name enforce collection of any Collateral
by suit or otherwise, or surrender, release or exchange all or any
part of it, or compromise, extend or renew for any period any
obligation evidenced by the Collateral, (iii) receive all proceeds
of the Collateral, and (iv) hold any increase or profits received
from the Collateral as additional security for the Obligations,
except that any money received from the Collateral shall, at
Secured Party's option be applied in reduction of the Obligations,
in such order of application as Secured
Party may determine, or be remitted to Debtor.

4.   EVENTS OF DEFAULT. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called
"Event of Default"); (i) Debtor shall fail to pay any or all of the
Obligations when due or (if payable on demand) on demand, or shall
fail to observe or perform any covenant or agreement herein binding
on it; (ii) any representation or warranty by Debtor set forth in
this Agreement or made to Secured Party in any financial statements
or reports submitted to Secured Party by or on behalf of Debtor
shall prove materially false or misleading; (iii) a garnishment
summons or a writ of attachment shall be issued against or served
upon the Secured Party for the attachment of any property of the
Debtor or any indebtedness owing to Debtor; (iv) Debtor or any
guarantor of any Obligation shall (A) be or become insolvent
(however defined); (B) voluntarily file, or have filed against it
involuntarily, a petition under this United States Bankruptcy Code;
or (C) if a corporation, partnership or organization, be dissolved
or liquidated or, if a partnership, suffer the death of a partner
or, if an individual, die; or (D) go out of business; (v) Secured
Party shall in good faith believe that the value then reliable by
collection or disposition of the Collateral, after deduction of
expenses of collection and disposition, is less than the aggregate
unpaid balance of all Obligations then outstanding; (vi) Secured
Party shall in good faith believe that the prospect of due and
punctual payment of any or all of the Obligations is impaired.

5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event
of Default and at any time thereafter, Secured Party may exercise
any one or more of the following rights or remedies: (i) declare
all unmatured Obligations to be immediately due and payable, and
the same shall thereupon be immediately due and payable, without
presentment or other notice or demand; (ii) exercise all voting and
other rights as a holder of the Collateral; (iii) exercise and
enforce any or all rights and remedies available upon default to a
secured party under the Uniform Commercial Code, including the
right to offer and sell the Collateral privately to purchasers who
will agree to take the Collateral for investment and not with a
view to distribution and who will agree to the imposition of
restrictive legends on the certificates representing the
Collateral, and the right to arrange for a sale which would
otherwise qualify as exempt from registration under the Securities
Act of 1933; and if notice to Debtor of any intended disposition of
the Collateral or any other intended action is required by law in
a particular instance, such notice shall be deemed commercially
reasonable if given at least 10 calendar days prior to the date of
intended disposition or other action; (iv) exercise or enforce any
or all other rights or remedies available to Secured Party by law
or agreement against the Collateral, against Debtor or against any
other person or property. Upon the occurrence of the Event of
Default described in Section 4 (iv) (B), all Obligations shall be
immediately due and payable without demand or notice thereof.

6. MISCELLANEOUS. Any disposition of the Collateral in the manner
provided in Section 5 shall be deemed commercially reasonable. This
Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only
explicitly in a writing signed by Secured Party. A waiver signed by
Secured Party shall be effective only in the specific instance and
for the specific purpose given. Mere delay or failure to act shall
not preclude the exercise or enforcement of any of Secured Party's
rights or remedies. All rights and remedies of Secured Party shall
be cumulative and may be exercised singularly or concurrently, at
Secured Party's option, and the exercise or enforcement of any one
such right or remedy shall neither be a condition to nor bar the
exercise or enforcement of any other. All notices to be given to
Debtor shall be deemed sufficiently given if delivered or mailed by
registered or certified mail, postage prepaid, to Debtor at its
address set forth above or at the most recent address shown on
Secured Party's records. Secured Party's duty of care with respect
to Collateral in its possession (as imposed by law) shall be deemed
fulfilled if Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third person, exercises
reasonable care in the selection of the bailee or other third
person, and Secured Party need not otherwise preserve, protect,
insure or care for any Collateral. Secured Party shall not be
obligated to preserve any rights Debtor may have against prior
parties, to exercise at all or in any particular manner any voting
rights which may be available with respect to any Collateral, to
realize on the Collateral at all or in any particular manner or
order, or to apply any cash proceeds of Collateral in any
particular order of application. Debtor will reimburse Secured
Party for all expenses (including reasonable attorney's fees and
legal expenses) incurred by Secured Party in the protection,
defense or enforcement of the Security Interest, including expenses
incurred in any litigation or bankruptcy or insolvency proceedings.
This Agreement shall be binding upon and inure to the benefit of
Debtor and Secured Party and their respective heirs,
representatives, successors and assigns and shall take effect when
signed by Debtor and delivered to Secured Party, and Debtor waives
notice of Secured Party's acceptance hereof. This Agreement shall
be governed by laws of the state in which it is executed and,
unless the context otherwise requires, all terms used herein which
are defined in Articles 1 and 9 of the Uniform Commercial Code, as
in effect in said state, shall have the meanings therein stated. If
any provision or application of this Agreement is held unlawful or
unenforceable in any respect, such illegality or unenforceability
shall not affect other provisions or applications which can be
given effect, and this Agreement shall be construed as if the
unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and
warranties contained in this Agreement shall survive the execution,
delivery and performance of this Agreement and the creation and
payment of the Obligations. If this Agreement is signed by more
than one person as Debtor, the term "Debtor" shall refer to each of
them separately and to both or all of them jointly, all such
persons shall be bound both severally and jointly with the
other(s); and the Obligations shall include all debts, liabilities
and obligations owed to Secured Party by a Debtor solely or by both
or several or all Debtors jointly or jointly and severally, and all
property described in Section 1 shall be included as part of the
Collateral, whether it is owned jointly by both or all Debtors or
is owned in whole or in part by one (or more) of them.


(Page 2 of 2)

<PAGE>

Third Party Pledge Agreement

DATE:  JANUARY 23, 1997


PLEDGOR:                      INDEPENDENT FINANCIAL CORP.
BUSINESS OR RESIDENT ADDRESS: 15 E. NORTH STREET - PO BOX 899
CITY, STATE & ZIP CODE:       DOVER, DE  19901

SECURED PARTY:                BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
ADDRESS:                      8TH & TAYLOR - PO BOX 1331
CITY, STATE ZIP CODE:         AMARILLO, TX 79180

1.   SECURITY INTEREST AND COLLATERAL. To secure (check one):
[XX] the payment and performance of each and every debt, liability
and obligation of every type and description which INDEPENDENT
BANKSHARES, INC. ("Debtor") may now or at any time hereafter owe to
Secured Party (whether such debt, liability or obligation now
exists or is hereafter created or incurred, and whether it is or
may be direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or
joint, several or joint and several; all such debts, liabilities
and obligations being herein collectively referred to as the
"Obligations."),

[  ] the debt, liability or obligation of ("Debtor") to Secured
Party evidenced by or arising under the following:_______________
______________________, and any extensions, renewals or
replacements thereof (herein referred to as the "Obligations"),
Pledgor hereby grants Secured Party a security interest (herein
called the "Security Interest") in (check one):

[  ] all property of any kind now or at any time hereafter owned by
Pledgor, or in which Pledgor may now or hereafter have an interest,
which may now be or may at any time hereafter come into the
possession or control of Secured Party or into the possession or
control of Secured Party's agents or correspondents, whether such
possession or control is given for collateral purposes or for
safekeeping, together with all proceeds of and other rights in
connection with such property (herein called the "Collateral")

[XX] the property owned by Pledgor and held by Secured Party that
is described as follows:  FIRST STATE BANK, N.A., CAPITAL STOCK -
250,000 SHARES, together with all rights in connection with that
property (herein called the "Collateral").

2.   REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor represents,
warrants and covenants that:

     (a)  Pledgor will duly endorse, in blank, each and every
instrument constituting Collateral by signing on said instrument or
by signing a separate document of assignment or transfer, if
required by Secured Party.
     (b)  Pledgor is the owner of the Collateral free and clear of
all liens, encumbrances, security interests and restrictions,
except the Security Interest and any restrictive legend appearing
on any instrument constituting Collateral.
     (c)  Pledgor will keep the Collateral free and clear of all
liens, encumbrances and security interests, except the Security
Interest.
     (d)  Pledgor will pay, when due, all taxes and other
governmental charges levied or assessed upon or against any
Collateral.
     (e)  At any time, upon request by Secured Party, Pledgor will
deliver to Party all notices, financial statements, reports or
other communications received by Pledgor as an owner or holder of
the Collateral;
     (f)  Pledgor will upon receipt deliver to Secured Party in
Pledge as :additional collateral all securities distributed on
account of the Collateral such as stock dividends and securities
resulting from stock splits, reorganizations and recapitalizations.

3.   RIGHTS OF SECURED PARTY. Pledgor agrees that Secured Party may
at any time, whether before or after the occurrence of an Event of
Default and without notice or demand of any kind, (i) notify the
obligor on or issuer of any Collateral to make payment to Secured
Party of any amounts due or distributable thereon, (ii) Pledgor's
name or Secured Party's name enforce collection of any Collateral
by suit or otherwise, or surrender, release or exchange all or any
part of it, or compromise, extend or renew for any period any
obligation evidenced by the Collateral, (iii) receive all proceeds
of the Collateral, and (iv) hold any increase or profits received
from the Collateral as additional security for the Obligations,
except that any money received from the Collateral shall, at
Secured Party's option, be applied in reduction of the Obligations,
in such order of application as Secured Party may determine, or be
remitted to Debtor.

THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2
HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.

PLEDGOR'S NAME:  INDEPENDENT FINANCIAL CORP.

BY:  /S/ MICHAEL D. JARRETT
     ----------------------
TITLE:  VICE PRESIDENT

BY:__________________________
TITLE:_______________________

(Page 1 of 2)

<PAGE>

ADDITIONAL PROVISIONS


4.   EVENTS OF DEFAULT. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called
"Event of Default"): (i) Debtor shall fail to pay any or all of the
Obligations when due or (if payable on demand) on demand; (ii)
Pledgor shall fail to observe or perform any covenant or agreement
herein binding on Pledgor; (iii) any representation or warranty by
Pledgor set forth in this Agreement or made to Secured Party in any
financial statement or report submitted to Secured Party by or on
behalf of debtor shall prove materially false or misleading; (iv)
Debtor shall voluntarily file or have involuntarily filed against
it a petition under the United States Bankruptcy Code.

5.   REMEDIES UPON EVENT OF DEFAULT. upon the occurrence of an
Event of Default and at any time thereafter, Secured Party may
exercise any one or more of the following rights or remedies: (i)
declare all unmatured Obligations to be immediately due and payable
and the same shall thereupon be immediately due and payable,
without presentment or other notice or demand; (ii) exercise all
voting and other rights as a holder of the Collateral; (iii)
exercise and enforce any or all rights and remedies available upon
default to a secured party under the Uniform Commercial Code,
including the right to offer or sell the Collateral privately to
purchasers who will agree to take the Collateral for investment and
not with a view to distribution and who will agree to the
imposition of restrictive legends on the certificates representing
the Collateral, and the right to arrange for a sale which would
otherwise qualify as exempt from registration under the Securities
Act of 1933; and if notice to Pledgor of any intended disposition
of the Collateral or any other intended action is required by law
in a particular instance, such notice shall be deemed commercially
reasonable if given at least 10 calendar days prior to the date of
intended disposition or other action; (iv) exercise or enforce any
or all other rights or remedies available to Secured Party by law
or agreement against the Collateral, against Pledgor or against any
other person or property. Upon the occurrence of the Event of
Default described in Section 4 (iv); all Obligations shall be
immediately due and payable without demand or notice thereof.

6.   WAIVERS BY PLEDGOR. Pledgor waives notice of Secured Party's
acceptance hereof and notice of the creation existence and payment
or nonpayment of the Obligations. None of the following acts or
things (which Secured Party is authorized to do or not to do with
or without notice to Pledgor) shall in any way affect or impair the
Security Interest or Pledgor's liabilities and obligations
hereunder; (a) any extension or renewal (whether or not for longer
than the original period) of any or all of the Obligations; (b) any
change in the terms of payment or other terms of any or all of the
Obligations or any Collateral therefor, or any substitution or
exchange of any evidence of any or all of the Obligations or
collateral therefor or any release of any collateral for any or all
of the Obligations; (c) any waiver or forbearance granted to Debtor
or any other person liable with respect to any or all of the
Obligations or any release of, compromise with, or failure to
assert rights against Debtor or any such other person; (d) the
procurement or failure to procure any other collateral for or
guarantors or sureties of any or all of the Obligations; (e) the
transfer to any person, at any time, of any interest in any of the
Obligations or any collateral therefor; (f) any arrangement,
composition, extension, moratoria or other relief granted to Debtor
pursuant to any statute now in force or hereafter enacted; (g) any
interruption in business relations between Secured Party and
Debtor; (h) the failure or neglect to protect or preserve any
Obligation or any collateral therefor, or to exercise any right
which may be available to Secured Party by law or agreement prior
to or after an Event of Default or a default under any other
agreement or any delay in doing any of the foregoing; (i) the
failure or neglect to ascertain or assure that the proceeds of any
loan to Debtor are used in any particular manner; and (k) the
application or failure to apply in any particular manner any
payments or credits upon the Obligations.

7.   OTHER COLLATERAL. Whether or not Pledgor requests or demands
that Secured Party do so, Secured Party shall not be required
before exercising and enforcing its rights under this Agreement
first to resort for payment of the Obligations to Debtor or to any
guarantor or surety or other person obligated with respect to any
Obligation, or to their properties or estates or to any security
interest or other collateral securing payment of any or all
Obligations, or to any other interest, properties, liens, rights or
remedies whatsoever. Pledgor agrees to defer exercising, hereby
waives, any and all rights which Pledgor might otherwise have to
obtain reimbursement or payment from Debtor or other persons
obligated with respect to any or all of the Obligations or out of
the property of Debtor or of such other per person (whether such
rights to obtain reimbursement or payment are rights of recourse,
rights of subrogation, rights of contribution or otherwise until
all the Obligations shall have been fully paid to Secured Party.

8.   MISCELLANEOUS. Any disposition of the Collateral in Section 5
shall be deemed commercially reasonable. This Agreement can be
waived, modified, amended, terminated, discharged, and the Security
Interest can be released, only explicitly in a writing signed by
Secured Party waiver signed by Secured Party shall be effective
only in the specific instance and for the specific purpose given.
Mere delay or failure to act shall not preclude the exercise or
enforcement of any Secured Party's rights or remedies. All rights
and remedies of Secured Party shall be cumulative and may be
exercised singularly or concurrently, at Secured Party's option,
and the exercise or enforcement of any one such right or remedy
shall neither be a condition to nor bar the exercise or enforcement
of any other. All notices to be given to Pledgor shall be deemed
sufficiently given if delivered or mailed by registered or
certified mail, postage prepaid, to Pledgor at its address set
forth above or at the most recent address shown on Secured Party's
records. Secured Party's duty of care with respect to Collateral in
its possession (as imposed by law shall be deemed fulfilled if
Secured Party exercises reasonable care in physically safekeeping
such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable
care in the selection of the bailee or other third person, and
Secured Party need not otherwise preserve, protect, insure or care
for any Collateral. Secured Party shall not be obligated to
preserve any rights Pledgor may have against prior parties, to
exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the
Collateral at all or in a particular manner or order, or to apply
any cash proceeds of Collateral in any particular order of
application. Pledgor will reimburse Secured Party for all expenses
(including reasonable attorneys' fees and legal expenses) incurred
by Secured Party in the protection, defense or enforcement of the
Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency, proceedings, This Agreement shall be
binding upon and inure to the benefit of Pledgor and Secured Party
and their respective heirs, representatives, successors and assigns
and shall take effect when signed by Pledgor and delivered to
Secured Party.  Except to the extent otherwise required by law,
this Agreement shall be governed by the laws of the state in which
it is executed and, unless the context otherwise requires, all
terms used herein which are defined in Articles 1 and 9 of the
Uniform Commercial Code, as in effect in said state, shall have the
meanings therein stated. If any provision or application of this
Agreement is held unlawful or unenforceable in any respect, such
illegality or unenforceability shall not affect other provisions or
applications which can be given effect, and this Agreement shall be
construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby.
All representations and warranties contained in this Agreement
shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the Obligations. If this
Agreement is signed by more than one person as Pledgor, the term
"Pledgor" shall refer to each of them separately and to both or all
of them jointly; all such persons shall be bound both severally and
jointly with the other(s); and all property described in Section 1
shall be included as part of the Collateral, whether it is owned
jointly by both or all Pledgors or is owned in whole or in part by
one (or more) of them.

(Page 2 of 2)