Prosperity Bancshares (PRSP)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of October 17, 2006, the Board of Directors of Prosperity Bancshares, Inc. (the “Company”), a Texas corporation and the parent company of Prosperity Bank, El Campo, Texas, elected James D. Rollins III to the Company’s Board of Directors. Mr. Rollins presently serves as President and Chief Operating Officer of the Company. In addition, Mr. Rollins serves as President and a director of Prosperity Bank.

As of the date of this filing, Mr. Rollins has not been appointed to a committee of the Company’s Board of Directors, nor has it been determined when, if at all, any such appointment will be made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Pursuant to the terms of the Merger Agreement, effective at the effective time of the Company Merger, the Board of Directors of the Company increased its number of directors by two (2) and appointed D. Michael Hunter and S. Reed Morian, each of whom was a member of the board of directors of First Capital prior to the consummation of the Company Merger. Mr. Hunter was appointed as a Class I director and Mr. Morian was appointed as a Class II director, and each will be nominated for election at the Company’s 2005 annual meeting of

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shareholders. As of the date of this filing, neither Mr. Hunter nor Mr. Morian has been appointed to a committee of the Company’s Board of Directors, nor has it been determined when, if at all, any such appointment would be made.