EXHIBIT 10.1
                                
                                
                                
                INCENTIVE STOCK OPTION AGREEMENT
                ---------------------------------
                         pursuant to the
                                
       INDEPENDENT BANKSHARES, INC. 1999 STOCK OPTION PLAN

     This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is
made and entered into by and between INDEPENDENT BANKSHARES,
INC., a Texas Corporation (the "Company"), and ______________
(the "Optionee"), effective as of ________, 1999/2000 (the "Date
of Grant").

     1.   GRANT OF OPTION.  The Company hereby grants to the
Optionee and the Optionee hereby accepts, subject to the terms
and conditions hereof, an incentive stock option (the "Option")
to purchase up to _______ shares of Company's Common Stock at the
Exercise Price per share set forth in Section 4 below.

     2.   GOVERNING PLAN.  This Option is granted pursuant to the
Company's 1999 Stock Option Plan (the "Plan"), a copy of which is
attached hereto.  Capitalized terms used but not otherwise
defined herein have the meanings as set forth in the Plan.  The
Optionee agrees to be bound by the terms and conditions of the
Plan, which are incorporated herein by reference and which
control in case of any conflict with this Agreement.

     3.   EXPIRATION OF THE OPTION.  The Option (to the extent
not earlier exercised or terminated due to cessation of the
Optionee's employment or otherwise in accordance with the Plan)
will expire at the end of business on _______, ____, ___(__)
years from the Date of Grant of the option.  The Option may
terminate sooner under certain circumstances, including, without
limitation, termination of the Optionee's employment, as set
forth in Section 5.13 (death, normal retirement, Permanent
Disability and termination for other reasons) of the Plan.  The
Option may not be exercised after its expiration or termination.

     4.   EXERCISE PLAN.  The "Option Price" of the Option is
$_____ per share of Common Stock.  The Exercise Price is subject
to adjustment as set forth in Section 6.2 of the Plan.

     5.   VESTING. On each Measurement Date set forth in Column 1
below, the Option shall vest and become exercisable for the
corresponding number of shares of Common Stock set forth in
Column 2 below if the Optionee's employment has not terminated.
The "Vested Portion" of the Option as of any particular date
shall be the cumulative total of all shares for which the Option
has become exercisable as of that date.

     Column 1            Column 2
                    Shares Vesting on
 Measurement Date    Measurement Date
                             
                             
                             

     Notwithstanding the foregoing, in the event the Optionee's
employment with the Company and/or any Parent Corporation or
Subsidiary Corporation is terminated within ________ (___)
year(s) after a "Change in Control" (as defined below) then,
immediately prior to the effective date of such termination, all
Options or converted rights which have not expired, shall become
fully vested and exercisable (if not already vested and
exercisable) by Optionee for

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a period of three (3) months thereafter.  In addition, upon a
Change in Control, pursuant to Section 7.2 of the Plan, this
Option shall be cancelled and automatically converted into the right
to receive, and thereafter shall be exercisable for, in
accordance with the Plan and this Agreement, the securities, cash
and/or other consideration that a holder of the shares underlying
the Options would have been entitled to receive upon consummation
of a Change in Control had such shares been issued and
outstanding immediately prior to the effective date and time of
the Change in Control (net of appropriate exercise prices

     6.   EXERCISE OF THE OPTION.  The Vested Portion (as herein
defined) of the Option may be exercised, to the extent not
previously exercised, in whole or in part, at any time or from
time to time prior to the expiration or termination of the
Option, except that no Option shall be exercisable except in
respect to whole shares, and not less than one hundred (100)
shares may be purchased at one time unless the number purchased
is the total number at the time available for purchase under the
terms of the Option.  Exercise shall be accomplished by providing
the Company with written notice in the form of Exhibit I hereto,
which notice shall be irrevocable when delivered and effective
upon payment in full of the Option Price in accordance with
Section 5.4 of the Plan and any amounts required in accordance
with Section 5.11 of the Plan for withholding taxes, and the
satisfaction of all other conditions to exercise imposed under
the Plan.

     7.   PAYMENT OF OPTION PRICE.  Upon any exercise of the
Option, the exercise price for the number of shares for which the
Option is then being exercised and the amount of any federal,
state and local withholding shall be paid in full to the Company
in cash or with shares of Common Stock that have been owned for
at least six months, or a combination thereof.

     8.   NONTRANSFERABILITY OF OPTION.  The Option shall not be
transferable or assignable by the Optionee, other than in
accordance with Section 5.9 of the Plan or by will or the laws of
descent and distribution (or as otherwise permitted by the
Compensation Committee in its sole discretion), and shall be
exercisable during the Optionee's lifetime only by him or her or
by his or her legal representative(s) or guardian(s).

     9.   ADMINISTRATION.  The Plan and this Agreement shall be
administered and may be definitively interpreted by the
Compensation Committee, and the Optionee agrees to accept and
abide by the decisions of such Compensation Committee concerning
administration and interpretation of the Plan and this Agreement.

     IN WITNESS WHEREOF, this Agreement has been executed on
behalf of the Company by its duly authorized officer, and by the
Optionee in acceptance of the above-mentioned Option, subject to
the terms and conditions of the Plan and of this Agreement, all
as of the day and year first above written.

                              INDEPENDENT BANKSHARES, INC.

                              ___________________________________
                              By:

                              OPTIONEE

                              ___________________________________


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                       NOTICE OF EXERCISE
                              under
                INCENTIVE STOCK OPTION AGREEMENT
                ---------------------------------
                         pursuant to the
       INDEPENDENT BANKSHARES, INC. 1999 STOCK OPTION PLAN
                                
                                
To:  Independent Bankshares, Inc. (the "Company")

From:     ____________________

Date:     ____________________


     Pursuant to the Independent Bankshares, Inc. 1999 Stock
Option Plan (the "Plan") and the Incentive Stock Option Agreement
(the "Agreement") between the Company and myself effective
______________________, I hereby exercise my Option as follows:

Number  of  shares of Common Stock  I  wish  to 
purchase under the Option
Exercise Price per share                        $
Total Exercise Price                            $
"Vested  Portion" of Option (see definition  in 
Section 5 of the Agreement)
Number of shares I have previously purchased by 
exercising the Option
Expiration Date of the Option                       

     I hereby represent, warrant, and covenant to the Company
that:

     a.   I am acquiring the Common Stock for my own account, for
investment, and not for distribution or resale, and I will make
no transfer of such Common Stock except in compliance with
applicable federal and state securities laws and in accordance
with the provisions of the Plan.

     b.   I can bear the economic risk of the investment in the
Common Stock resulting from this exercise of the Option,
including a total loss of my investment.

     c.   I am experienced in business and financial matters and
am capable of (i) evaluating the merits and risks of an
investment in the Company Stock; (ii) making an informed
investment decision regarding exercise of the Option; and (iii)
protecting my interests in connection therewith.

     I acknowledge that I must pay the exercise price in full and
make appropriate arrangements for the payment of all federal,
state and local tax withholdings due with respect to the Option
exercised herein, before the stock certificate evidencing the
shares of Common Stock resulting from this exercise of the Option
will be issued to me.

     Attached in full payment of the exercise price for the
Option exercised herein is (   ) a check made payable to the
Company in the amount of $___________________ and/or (   ) a
stock certificate for _______ shares of Common Stock that have
been owned for at least six months with a duly completed stock
power attached.


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