RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        INTERVEST BANCSHARES CORPORATION

     Intervest  Bancshares  Corporation,  a  corporation  organized and existing
under  the General Corporation Law of the State of Delaware (the "Corporation"),
does  hereby  certify:

     FIRST:     The  original  Certificate  of  Incorporation  of  Intervest
Bancshares  Corporation  was  filed  with  the Secretary of State of Delaware on
February  5,  1993.

     SECOND:     The  Certificate  of  Incorporation,  as amended heretofore, is
hereby  further amended to increase the number of shares of Class A Common Stock
that  the  Corporation  shall  be  authorized  to issue from 9,500,000 shares to
12,000,000  shares.  The  Restated Certificate of Incorporation in the form that
follows  has been duly adopted in accordance with the provisions of Sections 245
and 242 of the General Corporation Law of the State of Delaware by the directors
and  stockholders  of  the  Corporation.

     THIRD:     The  text  of  the  Certificate  of  Incorporation,  as  amended
heretofore,  is  hereby restated as further amended to read in full as set forth
in  Exhibit  A  attached  hereto  and  is  hereby  incorporated  herein  by this
reference.

     IN  WITNESS  WHEREOF,  the  undersigned, being the President and Secretary,
respectively  of  the  Corporation,  hereby execute this Restated Certificate of
Incorporation  this  5th  day  of  June, 2006 and hereby affirm the truth of the
statements  contained  herein  under  penalties  of  perjury.


                                        INTERVEST  BANCSHARES  CORPORATION


                                        By:  /s/  Lowell  S.  Dansker
                                             Lowell  S.  Dansker,  President


ATTEST:


By:  /s/  Stephen  A.  Helman
     Stephen  A.  Helman,  Secretary


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                                                                       EXHIBIT A
                          CERTIFICATE OF INCORPORATION
                                       OF
                        INTERVEST BANCSHARES CORPORATION

     1.     The  name  of  the  corporation is Intervest Bancshares Corporation.

     2.     The address of the registered office of the Corporation in the State
of  Delaware is 615 South Dupont Highway, , City of Dover, County of Kent, State
of  Delaware  19901.  The  name of its registered agent at such address is Colby
Attorneys  Service  Co.,  Inc.

     3.     The purpose for which it is formed is to engage in any lawful act or
activity  for which a corporation may be organized under the General Corporation
Law  of  the  State  of  Delaware.

     4.(a)     The Corporation is authorized to issue three classes of shares to
be designated, respectively, Preferred Stock ("Preferred Stock"), Class A Common
Stock  ("Class  A  Common  Stock")  and  Class  B  Common Stock ("Class B Common
Stock").  The  total  number  of shares of capital stock that the Corporation is
authorized  to  issue is Thirteen Million (13,000,000).  The total number shares
of  Preferred  Stock  this  Corporation  shall  have authority to issue is Three
Hundred  Thousand (300,000).  The total number of shares of Class A Common Stock
this  Corporation  shall have authority to issue is Twelve Million (12,000,000).
The  total  number of shares of Class B Common Stock this Corporation shall have
authority  to  issue  is Seven Hundred Thousand (700,000).  All of the shares of
capital  stock  shall  have  a  par  value  of  $1.00  per  share.

     (b)     The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is authorized, subject to limitations prescribed by law, to provide
for  the  issuance  of the shares of Preferred Stock from time to time in one or
more  series.  The Board of Directors is expressly authorized to provide for the
issue  of all or any of the shares of Preferred Stock in one or more series, and
to fix the number of shares and to determine or alter for each such series, such
voting  powers,  full  or  limited,  or no voting powers, and such designations,
preferences,  and  relative,  participating,  optional, or other rights and such
qualifications,  limitations,  or  restrictions  thereof, as shall be stated and
expressed  in  the  resolution  or resolutions adopted by the Board of Directors
providing  for  the  issue of such shares and as may be permitted by the General
Corporation  Law  of  the  State  of  Delaware.  The  Board of Directors is also
expressly authorized to increase or decrease (but not below the number of shares
of  such  series then outstanding) the number of shares of any series subsequent
to the issue of shares of that series.  In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the  status  that  they  had  prior to the adoption of the resolution originally
fixing  the  number  of  shares  of  such  series.

     (c)     The  powers,  preferences,  rights,  restrictions and other matters
relating  to  the  Class  A  Common  Stock  and  the Class B Common Stock are as
follows:

          (i)     Dividends.  Subject  to  preferences that may be applicable to
                  ---------
any  outstanding  shares  of  Preferred  Stock, the holders of shares of Class A
Common Stock shall be entitled to receive cash dividends when and as declared by
the Board of Directors out of funds legally available therefore.  The holders of
the  shares  of  Class  B Common Stock shall not be entitled to receive any cash
dividends  other  than  liquidating dividends until January 1, 2000, after which
time  the  holders  of  Class A Common Stock and Class B Common Stock will share
ratably,  without  distinction as to class, in dividends when and as declared by
the  Board  of  Directors.


<PAGE>
          (ii)     Voting.  So  long  as  at  least 50,000 shares of the Class B
                   ------
Common  Stock  remain  issued  and  outstanding,  the holders of the outstanding
shares of Class B Common Stock, voting separately and as a class, shall have the
sole  right  to  vote  for  the election of that number of directors which equal
two-thirds  of  the  number  of  directors then constituting the entire Board of
Directors  (rounded  up  to  the  next whole number), but shall not otherwise be
entitled  to vote for the election of directors of the Corporation.  The holders
of  the  outstanding  shares of Class A Common Stock, voting separately and as a
class,  shall  have  the  sole  right  to  vote  for  the  remaining  directors
constituting the entire Board of Directors.  At such time as there shall be less
than  50,000 shares of the Class B Common Stock issued and outstanding, then the
entire Board of Directors shall be elected by vote of the holders of the Class A
Common  Stock  and Class B Common Stock, voting together and without distinction
as  to  class.  Subject  to  the  foregoing  limitation, and except as otherwise
expressly  required by law, in all other matters as to which the vote or consent
of stockholders of the Corporation shall be required or be taken, the holders of
the shares of Class A Common Stock and Class B Common Stock, voting together and
without  distinction  as  to  class, shall each be entitled to one vote for each
share of such stock held by them, respectively.  In the case of any subdivision,
split  up, combination, stock dividend or change of the shares of Class B Common
Stock  into  a  different  number  of  shares  of the same or any other class or
classes  of  stock,  then  the  50,000  share threshold described above shall be
equitably  adjusted  to  reflect  such  event.

          (iii)     Liquidation.  Subject  to  any  preferences  that  may  be
                    -----------
applicable  to  any  outstanding  shares  of  Preferred  Stock,  in the event of
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  the  holders  of  the  shares  of Class A Common Stock and Class B
Common  Stock  shall  be  entitled  to  share ratably, without distinction as to
class, in all of the assets of the Corporation available for distribution to its
stockholders.

          (iv)     Conversion.  The  shares  of  Class  B  Common Stock shall be
                   ----------
convertible,  at  any  time  and from time to time after January 1, 2000, at the
option of the holder thereof, into shares of Class A Common Stock at the rate of
one  share Class A Common Stock for one share of Class B Common Stock.  In order
to exercise the conversion privilege, the holder of any shares of Class B Common
Stock shall surrender the certificate or certificates for such shares of Class B
Common  Stock  accompanied by proper instruments of surrender to the Corporation
at  its principal office.  The certificate or certificates for such shares shall
also  be accompanied by a written notice to the effect that the holder elects to
convert  such  shares  and stating the name or names in which the certificate or
certificates for Class A Common Stock which shall be issuable on such conversion
shall  be  issued.  Such conversion shall be deemed to have been effected on the
date  on  which such notice shall have been received by the Corporation and such
Class  B  Common Stock shall have been surrendered as hereinabove provided.  The
shares  of  Class B Common Stock so converted shall not be reissued and shall be
retired  and  canceled  as  provided by law.  In the case of the issuance of any
shares  of  stock  as  a dividend upon the shares of Class A Common Stock or the
shares  of  Class  B  Common  Stock or in the case of any subdivision, split up,
combination,  or change of the shares of Class A Common Stock or shares of Class
B  Common Stock into a different number of shares of the same or any other class
or  classes  of  stock,  or  in  the  case of any consolidation or merger of the
Corporation  with  or  into  another  corporation,  or  in  case  of any sale or
conveyance  to  another  corporation  of  the  property of the Corporation as an
entirety  or  substantially  as  an entirety, the conversion rate as hereinabove
provided  shall  be  appropriately adjusted so that the rights of the holders of
Class  A  Common Stock and of Class B Common Stock will not be diluted as result
of  such  stock  dividend,  subdivision,  split  up,  combination,  change,


<PAGE>
consolidation,  merger,  sale  or  conveyance.  Adjustments  in  the  rate  of
conversions  shall  be  calculated  to  the  nearest  one-tenth of a share.  The
Corporation shall not be required to issue fractions of shares of Class A Common
Stock  upon conversion of Class B Common Stock.  If any fractional interest in a
share  of  Class  A  Common  Stock  shall  be deliverable, the Corporation shall
purchase  such  fractional  interest  for  an amount equal to the current market
value  of  such  fractional  interest.  So  long as any shares of Class B Common
Stock  are  outstanding, the Corporation shall reserve and keep available out of
its  duly  authorized  but  unissued  stock,  for  the  purpose of effecting the
conversion  of  the Class B Common Stock as hereinabove provided, such number of
its duly authorized shares of Class A Common Stock and other securities as shall
from  time  to  time  be  sufficient to effect the conversion of all outstanding
shares  of  Class  B  Common  Stock.

     5.     The Board of Directors of the Corporation is expressly authorized to
make,  alter or repeal bylaws of this Corporation, but the stockholders may make
additional  bylaws  and may alter or repeal any bylaw whether adopted by them or
otherwise.

     6.     Election  of  directors  need not be by written ballot except and to
the  extent  provided  in  the  bylaws  of  the  Corporation.

     7.     To  the  fullest  extent permitted by the General Corporation Law of
the  State  of  Delaware  as the same now exist or may hereafter be amended in a
manner  more  favorable to directors, the directors of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damages
for  breach  of  fiduciary  duty  as  a  director.