Prosperity Bancshares (PRSP)

COMPENSATION

4.1 Base Salary. As compensation for employment services rendered under this Agreement, Employee shall be entitled to receive from Employer an annual salary (“Base Salary”) of $185,000.00, prorated for any partial employment period during the two (2) year Term of this Agreement. The Base Salary shall be subject to review in accordance with the then existing procedures of Employer.

4.2 Bonus. Employer will guarantee a bonus payment of not less than $15,000.00 (“Bonus”) for each year of the Term of the Agreement, to be paid in accordance with Employer’s policies and procedures regarding annual bonuses.

4.3 Options. On the Effective Date of this Agreement, Employer shall deliver to Employee an incentive stock option agreement issued pursuant to the Prosperity Bancshares, Inc. 1998 Stock Incentive Plan (“Prosperity Stock Incentive Plan”) granting to Employee options to purchase 30,000 shares of common stock of Employer pursuant to the Prosperity Stock Incentive Plan. Subject to Section 8.2.3 hereof, the options shall vest twenty percent (20%) per annum beginning on the second anniversary of the grant date, shall have a term of 10 years and shall otherwise be subject to the terms and conditions of the Prosperity Stock Incentive Plan.