International Bancshares (IBOC)

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of registrant as specified in its charter)

Registrant’s telephone number, including area code (956) 722-7611

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of registrant as specified in its charter)

Registrant’s telephone number, including area code   (956) 722-7611

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of registrant as specified in its charter)

Registrant’s telephone number, including area code   (956) 722-7611

International Bancshares
Corporation

April 18, 2009

Dear Shareholder:

        Once again, we are preparing for our Annual Shareholders' Meeting on Monday, May 18, 2009, at 2:00 PM. We encourage everyone to arrive no later than 1:30 p.m. to avoid delays. The meeting will be held at IBC's newest location, the IBC Annex Building at 2416 Jacaman Rd. Laredo, Texas 78041, across from the Laredo Entertainment Center.

        In preparation for the meeting, I'm enclosing the Annual Report to Shareholders containing financial statements audited by McGladrey & Pullen, LLP, as well as the formal Notice of Annual Meeting of Shareholders, Proxy Statement and a Proxy Card. The Proxy Card has been provided for the purpose of voting for the election of Directors and other issues to be presented at the meeting. In order to have a quorum at the meeting, I urge you to complete and sign the Proxy Card and return it in the enclosed self-addressed envelope.

        I'm happy with the results for 2008 considering the challenges we faced during these economic times. IBC has continued to grow total assets and earnings in the face of these many challenges. A great deal of emphasis has been placed on building retail banking through our expanded branch system. I'm happy to report that these efforts are really beginning to bear fruit. As you can see from the summary of financial data, IBC improved total results for 2008. Although these results were good, your management team is clearly focused on improving this performance.

        Over the last two years, IBC has opened 70 new branches, including locations in Beeville and Sinton. These new locations, coupled with IBC's aggressive organic growth program give IBC more than 265 branches in 101 communities throughout Texas and Oklahoma. This initiative is very aggressive, but in line with IBC's expansion strategy. IBC is totally committed to meeting the needs of our customers and these new branches are being positioned to expand existing relationships as well as attract new customers. This aggressive branch expansion program is expensive, but it is a cost that needs to be borne in order to assure IBC's ability to compete in the twenty-first century. Your management is pleased with the progress of this strategy and believes these branches will produce positive results as each branch matures.

        This is my 34^th year of service to IBC. It has been a real joy leading a company that has been built around successful people ready to meet all the challenges we face in the industry. I'm looking forward to sharing our success story at the annual meeting, so please make a special effort to attend, but in any event, please return your Proxy Card as soon as possible in order that we may have the necessary votes recorded at the meeting.

        We will have a social time immediately following our business session to provide you an opportunity to visit with your staff and enjoy the afternoon. Just one last reminder, the time of the meeting has been changed to 2:00 pm and it will be held at the IBC Annex Building on Jacaman Rd.

		Sincerely yours,
		Dennis E. Nixon President

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (956) 722-7611

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (956) 722-7611

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

INTERNATIONAL
BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of registrant as specified in its charter)

Registrant’s telephone number, including area code  (956) 722-7611

INTERNATIONAL BANCSHARES CORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, International Bancshares Corporation, a Texas corporation (the “Corporation”), hereby adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I

The name of the Corporation is International Bancshares Corporation, and the filing number issued to the Corporation by the Secretary of State of the State of Texas is 135841200.

ARTICLE II

Article Four of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

ARTICLE IV

The aggregate number of shares of all classes of stock which the corporation shall have the authority to issue is Three Hundred Million (300,000,000) shares, of which Two Hundred Seventy Five Million (275,000,000) shares shall be designated Common Stock of the par value of One Dollar ($1.00) per share and Twenty-Five Million (25,000,000) shares shall be designated Preferred Stock of the par value of One Cent ($0.01) per share.  The Preferred Stock may be divided into and issued in one or more series.  The Board of Directors of the corporation is expressly authorized to establish series of unissued shares of Preferred Stock and to fix and determine the designations, preferences, limitations and relative rights, including voting rights, of the shares of such series in a resolution or resolutions adopted by the Board of Directors providing for the issue of Preferred Stock of such series.

ARTICLE III

The amendment to the Articles of Incorporation of the Corporation was adopted by the shareholders of the Corporation on December 19, 2008.