Prosperity Bancshares (PRSP)

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 27, 2009, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the fourth quarter and year ending December 31, 2008. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On December 31, 2008, Prosperity Bancshares, Inc. (the “Company”) and Prosperity Bank, a Texas banking association and wholly owned subsidiary of the Company (the “Bank”), upon recommendation of the Compensation Committee of the Board of Directors of the Company and the Board of Directors of the Bank, respectively, entered into amended and restated employment agreements (each an “Amended Agreement” and collectively, the “Amended Agreements”) with each of David Zalman, the Company’s Chairman and Chief Executive Officer, David Hollaway, the Company’s Chief Financial Officer, James D. Rollins III, the Company’s President and Chief Operating Officer, and H.E. Timanus, Jr., the Company’s Vice Chairman.

The agreements were amended in part to provide for a lump sum payment equal to three times an officer’s base salary upon a Change in Control (as defined in each Amended Agreement) and to ensure compliance with the deferred compensation rules of the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1983, as amended, and the final implementing regulations (“Section 409A”), to the extent applicable.

More specifically, Mr. Zalman’s and Mr. Timanus’ existing agreements were amended to (i) add the Company as a party to the agreement and include information regarding the executive’s position and responsibilities with the Company, (ii) update the executive’s position and responsibilities with the Company and the Bank, (iii) add a provision that entitles the executive to a lump sum payment upon a Change in Control equal to three times the executive’s based salary in effect as of the time of such Change in Control whether or not there has been a termination of employment, (iv) add a provision that entitles the executive to terminate the agreement for Good Reason (as defined in their respective Amended Agreement) whether prior to or after a Change in Control, (v) modify the definition of “Change in Control” in accordance with Section 409A and (v) implement certain other changes to the executive’s existing agreement that are required to be made to ensure continuing compliance with Section 409A, to the extent applicable.

Mr. Hollaway’s and Mr. Rollins’ existing agreements were amended to (i) update the executive’s position and responsibilities with the Company and the Bank, (ii) add a provision that entitles the executive to a lump sum payment upon a Change in Control equal to three times the executive’s base salary in effect as of the time of such Change in Control whether or not there has been a termination of employment, (iii) modify the definition of “Change in Control” in accordance with Section 409A and (iv) implement certain other changes to the executive’s existing agreement that are required to be made to ensure continuing compliance with Section 409A, to the extent applicable.

This summary of the material terms of the Amended Agreements is qualified in its entirety by reference to each Amended Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K.

The information concerning the material terms of the Amended Agreements and executive compensation set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated by reference into this Item 5.02.

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On November 7, 2008, Prosperity Bank, El Campo, Texas (“Prosperity Bank”), the wholly-owned commercial bank subsidiary of Prosperity Bancshares, Inc. (“Prosperity”), entered into a Purchase and Assumption Agreement (the “Agreement”) with the Federal Deposit Insurance Corporation (the “FDIC”) in its corporate capacity and in its capacity as receiver of Franklin Bank, S.S.B., Houston, Texas (“Franklin Bank”), the wholly-owned commercial bank subsidiary of Franklin Bank Corp. (“Franklin”). The Agreement provides for Prosperity Bank’s assumption of all $3.7 billion in insured and uninsured deposit liabilities, including approximately $1.7 billion in brokered deposits, of Franklin Bank’s 44 branches.

As of September 30, 2008, Franklin Bank had total assets of $5.1 billion and total deposits of $3.7 billion. Pursuant to the terms of the Agreement, Prosperity paid a deposit premium of 1.71% or approximately $60 million in cash to the FDIC for all deposit liabilities described above. In addition, the Agreement provides for Prosperity Bank’s purchase of approximately $504 million of assets, primarily Treasury and Agency Securities. Under the terms of the Agreement, subject to the purchase option described below, the FDIC will retain the remaining assets for later disposition.

Pursuant to the Agreement, depositors of Franklin Bank automatically became depositors of Prosperity Bank and Prosperity Bank will provide banking services to Franklin Bank’s former depositors through the former branches of Franklin Bank.

The Agreement provides Prosperity Bank an exclusive option for a period of ninety (90) days to (1) assume any or all leases related to Franklin Bank’s branches and (2) purchase, at fair market value, any or all real property previously owned by Franklin Bank related to such branches. The Agreement also provides that to the extent Prosperity Bank purchases owned real property, assumes leases or otherwise occupies the former Franklin Bank branches, Prosperity Bank must purchase or assume leases for, as the case may be, all furniture, fixtures and equipment located at such branches.

The only loans being purchased by Prosperity Bank are those loans which are specifically secured by deposits being assumed by Prosperity Bank pursuant to the Agreement. In addition to these loans, the Agreement provides Prosperity Bank an exclusive option for a period of thirty (30) days to purchase certain loan pools that may be established by the FDIC in accordance with the terms of the Agreement.

Prosperity Bank has received all of the necessary bank regulatory authorization to consummate the assumption of all the deposit liabilities and purchase of certain assets of Franklin Bank, which was effective as of November 7, 2008.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

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(d) Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Prosperity Bancshares, Inc. (the “Company”) has determined that, as a result of actions taken by the United States Treasury Department and the Federal Housing Finance Agency with respect to the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), it will record an other-than-temporary impairment and take a non-cash charge to its earnings for the third quarter 2008 related to its investments in perpetual preferred securities issued by Fannie Mae and Freddie Mac. The value of these securities has decreased materially and it is unclear if and when the value will improve. The Company’s perpetual preferred investments in Fannie Mae and Freddie Mac were included in securities available for sale as of June 30, 2008 with a book value of $14 million. These securities currently trade at 5 to 10 percent of par value. A 100 percent impairment loss on these securities would not impact the ability of Prosperity Bank, the Company’s wholly owned subsidiary, to maintain capital ratios above the “well-capitalized” regulatory requirement or the ability of the Company to pay its regular quarterly cash dividend to common shareholders. The Company does not hold any common stock or other equity securities issued by Fannie Mae or Freddie Mac.

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On July 23, 2008, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the second quarter ending June 30, 2008. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On May 19, 2008, Ned S. Holmes, a director of Prosperity Bancshares, Inc. (“Prosperity”), HF Properties, Ltd. and various Holmes family entities each entered into a written stock sales plan (collectively, the “Plans”) pursuant to the guidance specified in Rule
10b5-1 under the Securities Exchange Act of 1934.

Rule 10b5-1 plans permit individuals who are not in possession of material non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can achieve prudent and gradual asset diversification over an extended period of time.

The Plans provide for the sale of up to an aggregate of 200,000 shares of Prosperity common stock beginning on June 18, 2008. Shares are expected to be sold under the Plans at prevailing market prices, subject to minimum price thresholds. The Plans are scheduled to terminate on the earlier of December 31, 2008 or upon completion of sales of all shares covered by the Plans.

Transactions under the Plans will be publicly disclosed through filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. Prosperity does not undertake to report 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On January 25, 2008, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the fourth quarter and year ending December 31, 2007. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

During its regularly scheduled meeting on October 16, 2007, the Board of Directors of Prosperity Bancshares, Inc. (the “Company”) unanimously approved a resolution to amend and restate the Amended and Restated Bylaws of the Company to expressly provide for the issuance of uncertificated shares and to address related matters with respect to such uncertificated shares. The Company must be able to issue and transfer uncertificated shares, in order to be eligible to participate in the Direct Registration System, which is currently administered by The Depository Trust Company, consistent with the requirements of NASDAQ Rule 4350(1).

The foregoing summary of the amendments to the Amended and Restated Bylaws of the Company is not complete and is qualified in its entirety by reference to the complete text of such Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

(d) Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On August 1, 2007, management of Prosperity Bancshares, Inc. (the “Company”) presented information regarding the Company’s business and second quarter 2007 operational results to investors at the 8th Annual Keefe, Bruyette & Woods Community Bank Investor Conference. The slide presentation given at this conference is filed as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing description is qualified by reference to such exhibit.

The information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On June 27, 2007, Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), Prosperity Bank, a Texas banking association and wholly-owned subsidiary of Prosperity (“Prosperity Bank”), and The Bank of Navasota, N.A., a national banking association located in Navasota, Texas (the “Bank”), entered into the First Amendment to Agreement and Plan of Reorganization (the “Amendment”), which amends certain provisions of the Agreement and Plan of Reorganization, dated May 1, 2007 (the “Agreement”), pursuant to which the Bank will merge with and into Prosperity Bank, a wholly-owned subsidiary of Prosperity, with Prosperity Bank as the surviving entity.

The Amendment revises the terms of the Agreement to more accurately reflect the understanding of the parties by correcting the calculation of the minimum and maximum values of the merger consideration to be paid to Bank shareholders and increasing the Bank’s minimum allowance for loan losses from 1.3% to 2.0%.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

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Registrant’s telephone number, including area code:  (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On May 1, 2007, Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), Prosperity Bank, a Texas banking association and wholly-owned subsidiary of Prosperity (“Prosperity Bank”), and The Bank of Navasota, N.A., a national banking association located in Navasota, Texas (the “Bank”), entered into an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which the Bank will merge with and into Prosperity Bank, a wholly-owned subsidiary of Prosperity, with Prosperity Bank as the surviving entity.

Under the terms of the Agreement, all outstanding stock of the Bank will be converted into the right to receive an aggregate of 251,454 shares of Prosperity common stock, plus cash in lieu of any fractional shares, and approximately $8.6 million in cash, with all such consideration subject to adjustment as described in the Agreement. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of the Bank.

The press release announcing the transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

(d) Exhibits. The following are filed as exhibits to this current report on Form 8-K:

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Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: (713) 693-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Explanatory Note: This Amendment No. 1 on Form 8-K/A amends and restates in its entirety the Current Report on Form 8-K dated January 31, 2007 and filed by Prosperity Bancshares, Inc. on February 2, 2007.