UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 0-10196

INDEPENDENT BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas		75-1717279
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

1617 Broadway
Lubbock, Texas		79408
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (806) 749-1850

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

Title of each class

Name of each exchange

on which registered

8.5% Cumulative Trust Preferred Securities, Guaranteed by Independent Bankshares, Inc., Stated Value $10.00

American Stock Exchange

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

Common Stock, $0.25 Par Value

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b of the Act). Yes o No ý

On March 7, 2003, all of the shares of the Registrant’s voting stock was held indirectly by State National Bancshares, Inc. and thus no shares were held by non-affiliates of the Registrant. At March 7, 2003, 2,273,674 shares of the Registrant’s common stock, $0.25 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the indicated part or parts of this report: None

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The bylaws of the Company provide that the Board of Directors consists of not fewer than 7 nor more than 30 members (exclusive of advisory directors) and that the number of directors, within such limits, is to be determined by resolution of the Board of Directors at any meeting. The Board of Directors has set the board at 8 members (exclusive of advisory directors). Directors serve for one-year terms.

The tables below set forth for each director:

• the name;

• age and the principal occupation of each director;

• the directorships of public companies, if any, held by each director; and

• the year he first became a director of the Company.

Name and Age	Year First Became a Director of the Company	Principal Occupation During the Last Five Years

Tom C. Nichols (55)	2000	President, Chief Executive Officer and Director of the Company since 2002; Chief Executive Officer and Chairman of the Board the Bank since 1996.

Don E. Cosby (48)	2000	Executive Vice President, Chief Financial Officer and Director of the Company since 2001; Executive Vice President, Chief Financial Officer and Director of the Bank since 1996.

Rick J. Calhoon (49)	2000	Partner, Pruet Companies (oil and gas)

James A. Cardwell (71)	2000	Chairman and Chief Executive Officer, Petro Stopping Centers, L.P. (truck stops)

Gary J. Fletcher (56)	2000	Rancher, Salt Fork Ranch

Mark Merlo (41)	2002	Senior Vice President Castle Creek Capital

Ben Stribling (60)	2001	Real Estate Development and Investments

F. James Volk (56)	2002	Senior Vice President of State National and Regional President of State National Bank, El Paso, Texas

Resignation and Appointment of Directors and Officers

Effective May 15, 2001, Mr. Bryan W. Stephenson, President and Chief Executive Officer, Mr. Randal N. Crosswhite, Chief Financial Officer, and Mr. David D. Kirk, each resigned from the Company’s Board of Directors as well as from their respective positions as officers of the Company. Effective May 15, 2001, the Company appointed Mr. Tom C. Nichols, Chairman of the Board, to the position of President and Chief Executive Officer, and

effective May 31, 2001, the Company appointed Mr. Don E. Cosby, Executive Vice President, to the position of Chief Financial Officer and Secretary.

Effective April 1, 2002 Mr. Ronald Simpson resigned from the Company’s Board of Directors. Effective April 1, 2002, Mr. Mark Merlo and Mr. F. James Volk were appointed to the Company’s Board of Directors.

Meetings and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board of Directors and through its committees. In accordance with the bylaws of the Company, the Board of Directors has established an Audit Committee. During 2002, the Board of Directors held four regular meetings and the Audit Committee held four meetings. Each director attended at least 75% of the total number of meetings of the Board of Directors and the committees on which he served.

Audit Committee. The Audit Committee recommends to the Board of Directors the appointment and discharge of the Company’s independent auditors; reviews the completed audit with the independent auditors regarding the conduct of the audit, accounting adjustments, recommendations for improving internal controls and any other significant findings during the audit; meets periodically with management; monitors accounting and financial controls; and initiates and supervises special investigations. Members of the Audit Committee during 2002 consisted of Rick J. Calhoon, James A. Cardwell, Gary J. Fletcher and Ben Stribling.

Executive Officers

The table below sets forth at the date of this report the name, age, current positions with the Company, and principal occupation during the last five years of each principal executive officer of the Company and the year he first became an executive officer of the Company:

Name and Age	Current Position with the Company or the Bank	Executive Officer of the Company Since	Principal Occupation During Last Five Years

Tom C. Nichols (55)	President, Chief Executive Officer, and Chairman of the Board of the Company and Chief Executive Officer and Chairman of the Board of the Bank	2000	Chairman of the Board and Chief Executive Officer of State National and the Bank

Don E. Cosby (48)	Executive Vice President, Chief Financial Officer, Secretary and Director of the Company and of the Bank	2000	Executive Vice President, Chief Financial Officer, and Director of State National and the Bank

Term of Office

Executive officers of the Company are elected by the Board of Directors at its annual meeting and hold office until the next annual meeting of the Board of Directors or until their respective successors are duly elected and have qualified. The officers of the Bank are elected by the board of directors of the Bank at its annual meeting and hold office until the next annual meeting of such board of directors or until their respective successors are duly elected and have qualified.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Officers, directors and beneficial owners of more than 10% of the common stock must file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and AMEX pursuant to

Section 16(a). In August 2000 State National acquired 100% of the Common Stock of the Company in a cash merger. Because the Company is wholly owned by State National, none of these individuals beneficially has owned any securities of the Company at any time since their respective appointments.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents Filed as Part of Report.

1. Exhibits

The exhibits listed below are filed as part of or incorporated by reference in this report. Where such filing is made by incorporation by reference to a previously filed document, such document is identified in parenthesis. See the Index of Exhibits included with the exhibits filed as part of this report.

NO. Description

99.1 Chief Executive Officer and Chief Financial Officer Certification (filed herewith).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INDEPENDENT BANKSHARES, INC.

	By:	/s/ Tom C. Nichols
		Tom C. Nichols,
		President, Chief Executive Officer, Chairman of the Board and Director (principal executive officer)

	By:	/s/ Don E. Cosby
		Don E. Cosby,
		Executive Vice President, Chief Financial Officer, Secretary and Director (principal financial officer)

Date: April 17, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Tom C. Nichols	President, Chief Executive Officer, Chairman of the Board and Director	April 17, 2003
Tom C. Nichols

/s/ Don E. Cosby	Executive Vice President, Chief Financial Officer, Secretary and Director	April 17, 2003
Don E. Cosby

/s/ Rick J. Calhoon	Director	April 17, 2003
Rick J. Calhoon

/s/ James A. Cardwell	Director	April 17, 2003
James A. Cardwell

/s/ Gary J. Fletcher	Director	April 17, 2003
Gary J. Fletcher

/s/ Mark Merlo	Director	April 17, 2003
Mark Merlo

/s/ Ben Stribling	Director	April 17, 2003
Ben Stribling

/s/ F. James Volk F.	Senior Vice President and Director	April 17, 2003
James Volk

I, Tom C. Nichols, certify that:

1. I have reviewed this annual report on Form 10-K/A of Independent Bankshares, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 17, 2003

/s/ Tom C. Nichols
Tom C. Nichols
Chairman, President and Chief Executive Officer

I, Don E. Cosby, certify that:

1. I have reviewed this annual report on Form 10-K/A of Independent Bankshares, Inc.;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: April 17, 2003

/s/ Don. E. Cosby
Don E. Cosby
Executive Vice President and Chief Financial Officer