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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

OR



| ̈ |  | 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: 000-25051

PROSPERITY BANCSHARES, INC.®

(Exact name of registrant as
specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|TEXAS                                                          |  | 74-2331986                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

Prosperity Bank Plaza

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices, including zip code)

(713) 693-9300

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) 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  x    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act:

Large Accelerated Filer  x    Accelerated
Filer   ̈    Non-accelerated Filer   ̈    Smaller Reporting Company   ̈

(Do not check if a

smaller
reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

As of April 30, 2008, there were 44,286,682 shares of the registrants Common Stock, par value $1.00 per share, outstanding.









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PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

INDEX TO FORM 10-Q



|                               |  |                                                                                                                                                           |  |   
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I - FINANCIAL INFORMATION |  | Page                                                                                                                                                     
|                               |  |                                                                                                                                                          
|Item 1.                        |  | Interim Consolidated Financial Statements                                                                                                                 |  | 3 
|                               |  | Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007 (unaudited)                                                                        |  | 3 
|                               |  | Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007 (unaudited)                                                          |  | 4 
|                               |  | Consolidated Statements of Changes in Shareholders Equity for the Year Ended December 31, 2007 and for the Three Months Ended March 31, 2008 (unaudited) |  | 5 
|                               |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (unaudited)                                                      |  | 6 
|                               |  | Notes to Interim Consolidated Financial Statements (unaudited)                                                                                            |  | 8 
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                     |  | 15
|Item 3.                        |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                                |  | 28
|Item 4.                        |  | Controls and Procedures                                                                                                                                   |  | 28
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                                                                                          
|                               |  |                                                                                                                                                          
|Item 1.                        |  | Legal Proceedings                                                                                                                                         |  | 28
|Item 1A.                       |  | Risk Factors                                                                                                                                              |  | 28
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                               |  | 28
|Item 3.                        |  | Defaults upon Senior Securities                                                                                                                           |  | 28
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                       |  | 28
|Item 5.                        |  | Other Information                                                                                                                                         |  | 28
|Item 6.                        |  | Exhibits                                                                                                                                                  |  | 29
|Signatures                     |  | 30                                                                                                                                                       



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PART I  FINANCIAL INFORMATION

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                                                                                             |  | March 31,2008                             |           |   | December 31,2007 |  
|                                                                                                                                                                                                                                                             |  | (Dollars in thousands, except share data) |          
|ASSETS                                                                                                                                                                                                                                                       |  |                                           |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                                                                                                                      |  | $                                         | 159,754   |   |                  | $ | 178,247   |  
|Federal funds sold                                                                                                                                                                                                                                           |  |                                           | 32,068    |   |                  |   | 192,843   |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|Total cash and cash equivalents                                                                                                                                                                                                                              |  |                                           | 191,822   |   |                  |   | 371,090   |  
|Interest bearing deposits in financial institutions                                                                                                                                                                                                          |  |                                           | 200       |   |                  |   | 200       |  
|Available for sale securities, at fair value (amortized cost of $248,545 and $258,264, respectively)                                                                                                                                                         |  |                                           | 252,448   |   |                  |   | 260,444   |  
|Held to maturity securities, at cost (fair value of $1,862,205 and $1,597,598 ,respectively)                                                                                                                                                                 |  |                                           | 1,833,934 |   |                  |   | 1,597,162 |  
|Loans held for investment                                                                                                                                                                                                                                    |  |                                           | 3,154,831 |   |                  |   | 3,132,025 |  
|Loans held for sale                                                                                                                                                                                                                                          |  |                                           | 6,796     |   |                  |   | 10,946    |  
|Less allowance for credit losses                                                                                                                                                                                                                             |  |                                           | (32,067   | ) |                  |   | (32,543   | )
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|Loans, net                                                                                                                                                                                                                                                   |  |                                           | 3,129,560 |   |                  |   | 3,110,428 |  
|Accrued interest receivable                                                                                                                                                                                                                                  |  |                                           | 25,664    |   |                  |   | 27,940    |  
|Goodwill                                                                                                                                                                                                                                                     |  |                                           | 767,950   |   |                  |   | 753,909   |  
|Core deposit intangibles, net of accumulated amortization of $23,982 and $21,490, respectively                                                                                                                                                               |  |                                           | 44,640    |   |                  |   | 46,069    |  
|Bank premises and equipment, net                                                                                                                                                                                                                             |  |                                           | 123,806   |   |                  |   | 120,044   |  
|Other real estate owned                                                                                                                                                                                                                                      |  |                                           | 11,612    |   |                  |   | 10,207    |  
|Bank Owned Life Insurance (BOLI)                                                                                                                                                                                                                             |  |                                           | 45,930    |   |                  |   | 45,486    |  
|Leased assets                                                                                                                                                                                                                                                |  |                                           | 3,301     |   |                  |   | 3,559     |  
|Other assets                                                                                                                                                                                                                                                 |  |                                           | 33,866    |   |                  |   | 25,805    |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                                                                                                                 |  | $                                         | 6,464,733 |   |                  | $ | 6,372,343 |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                         |  |                                           |           |   |                  |   |           |  
|LIABILITIES:                                                                                                                                                                                                                                                 |  |                                           |           |   |                  |   |           |  
|Deposits:                                                                                                                                                                                                                                                    |  |                                           |           |   |                  |   |           |  
|Noninterest-bearing                                                                                                                                                                                                                                          |  | $                                         | 1,202,622 |   |                  | $ | 1,168,069 |  
|Interest-bearing                                                                                                                                                                                                                                             |  |                                           | 3,746,096 |   |                  |   | 3,798,338 |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|Total deposits                                                                                                                                                                                                                                               |  |                                           | 4,948,718 |   |                  |   | 4,966,407 |  
|Other borrowings                                                                                                                                                                                                                                             |  |                                           | 125,360   |   |                  |   | 31,466    |  
|Securities sold under repurchase agreements                                                                                                                                                                                                                  |  |                                           | 70,942    |   |                  |   | 84,581    |  
|Accrued interest payable                                                                                                                                                                                                                                     |  |                                           | 11,477    |   |                  |   | 11,761    |  
|Other liabilities                                                                                                                                                                                                                                            |  |                                           | 49,286    |   |                  |   | 37,812    |  
|Junior subordinated debentures                                                                                                                                                                                                                               |  |                                           | 112,885   |   |                  |   | 112,885   |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                                                                                                            |  |                                           | 5,318,668 |   |                  |   | 5,244,912 |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|SHAREHOLDERS EQUITY:                                                                                                                                                                                                                                        |  |                                           |           |   |                  |   |           |  
|Preferred stock, $1 par value; 20,000,000 shares authorized; none issued or outstanding                                                                                                                                                                      |  |                                           |          |   |                  |   |          |  
|Common stock, $1 par value; 200,000,000 shares authorized; 44,315,936 and 44,188,323 shares issued at March 31, 2008 and
December 31, 2007, respectively; 44,278,848 and 44,151,235 shares outstanding at March 31, 2008 and December 31, 2007, respectively |  |                                           | 44,316    |   |                  |   | 44,188    |  
|Capital surplus                                                                                                                                                                                                                                              |  |                                           | 811,172   |   |                  |   | 809,026   |  
|Retained earnings                                                                                                                                                                                                                                            |  |                                           | 288,647   |   |                  |   | 273,407   |  
|Accumulated other comprehensive gain  net unrealized gain on available for sale securities, net of tax of $1,366 and $763, respectively                                                                                                                     |  |                                           | 2,537     |   |                  |   | 1,417     |  
|Less treasury stock, at cost, 37,088 shares                                                                                                                                                                                                                  |  |                                           | (607      | ) |                  |   | (607      | )
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|Total shareholders equity                                                                                                                                                                                                                                   |  |                                           | 1,146,065 |   |                  |   | 1,127,431 |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                   |  | $                                         | 6,464,733 |   |                  | $ | 6,372,343 |  
|                                                                                                                                                                                                                                                             |  |                                           |           |   |                  |   |           |  

See notes to interim consolidated financial statements.



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PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)



|                                                      |  |                                               |        |      |   |       
|----------------------------------------------------- |  | --------------------------------------------- | ------ | ---- | - | ------
|                                                      |  | Three Months EndedMarch 31,                  
|                                                      |  | 2008                                          |        | 2007
|                                                      |  | (Dollars in thousands, except per share data)
|INTEREST INCOME:                                      |  |                                               |        |      |   |       
|Loans, including fees                                 |  | $                                             | 58,520 |      | $ | 57,260
|Securities:                                           |  |                                               |        |      |   |       
|Taxable                                               |  |                                               | 23,639 |      |   | 20,661
|Nontaxable                                            |  |                                               | 928    |      |   | 793   
|70% nontaxable preferred dividends                    |  |                                               | 216    |      |   | 254   
|Federal funds sold                                    |  |                                               | 1,160  |      |   | 891   
|Deposits in other financial institutions              |  |                                               | 2      |      |   | 4     
|                                                      |  |                                               |        |      |   |       
|Total interest income                                 |  |                                               | 84,465 |      |   | 79,863
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|INTEREST EXPENSE:                                     |  |                                               |        |      |   |       
|Deposits                                              |  |                                               | 28,945 |      |   | 29,113
|Junior subordinated debentures                        |  |                                               | 2,019  |      |   | 2,598 
|Note payable and other borrowings                     |  |                                               | 1,506  |      |   | 2,064 
|                                                      |  |                                               |        |      |   |       
|Total interest expense                                |  |                                               | 32,470 |      |   | 33,775
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|NET INTEREST INCOME                                   |  |                                               | 51,995 |      |   | 46,088
|PROVISION FOR CREDIT LOSSES                           |  |                                               | 1,167  |      |   | 245   
|                                                      |  |                                               |        |      |   |       
|NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |  |                                               | 50,828 |      |   | 45,843
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|NONINTEREST INCOME:                                   |  |                                               |        |      |   |       
|Customer service fees                                 |  |                                               | 10,506 |      |   | 8,510 
|Other                                                 |  |                                               | 2,173  |      |   | 3,161 
|                                                      |  |                                               |        |      |   |       
|Total noninterest income                              |  |                                               | 12,679 |      |   | 11,671
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|NONINTEREST EXPENSE:                                  |  |                                               |        |      |   |       
|Salaries and employee benefits                        |  |                                               | 16,130 |      |   | 15,302
|Net occupancy expense                                 |  |                                               | 2,810  |      |   | 2,458 
|Depreciation expense                                  |  |                                               | 1,937  |      |   | 1,876 
|Data processing                                       |  |                                               | 1,291  |      |   | 985   
|Communications expense                                |  |                                               | 1,509  |      |   | 1,387 
|Core deposit intangibles amortization                 |  |                                               | 2,492  |      |   | 2,145 
|Other                                                 |  |                                               | 2,951  |      |   | 3,118 
|                                                      |  |                                               |        |      |   |       
|Total noninterest expense                             |  |                                               | 29,120 |      |   | 27,271
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|INCOME BEFORE INCOME TAXES                            |  |                                               | 34,387 |      |   | 30,243
|PROVISION FOR INCOME TAXES                            |  |                                               | 11,449 |      |   | 10,014
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|NET INCOME                                            |  | $                                             | 22,938 |      | $ | 20,229
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|EARNINGS PER SHARE                                    |  |                                               |        |      |   |       
|Basic                                                 |  | $                                             | 0.52   |      | $ | 0.51  
|                                                      |  |                                               |        |      |   |       
|                                                      |  |                                              
|Diluted                                               |  | $                                             | 0.52   |      | $ | 0.50  
|                                                      |  |                                               |        |      |   |       

See notes to interim consolidated financial statements.



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PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

(UNAUDITED)



|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------- |  | -------------- | ------ | ---------------- | - | ------- | ------------------------------------------ | - | ------- | ------------- |  | - | ------------------------ | - |  | - | ---- | - |  | - | --------- | -
|                                                                                                 |  | Common Stock                                            |  | CapitalSurplus |        | RetainedEarnings |   |         | AccumulatedOtherComprehensiveIncome (Loss) |   |         | TreasuryStock |  |   | TotalShareholdersEquity |  
|                                                                                                 |  | Shares                                                  |  | Amount         |        |                  |   |         |                                           
|                                                                                                 |  | (Amounts in thousands, except share and per share data) | 
|BALANCE AT JANUARY 1, 2007                                                                       |  | 32,829,873                                              |  | $              | 32,830 |                  | $ | 425,557 |                                            | $ | 209,581 |               |  | $ | (2,950                   | ) |  | $ | (607 | ) |  | $ | 664,411   |  
|Comprehensive Income:                                                                            |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Net income                                                                                       |  |                                                         |  |                |        |                  |   |         |                                            |   | 84,151  |               |  |   |                          |   |  |   |      |   |  |   | 84,151    |  
|Net change in unrealized income on available for sale securities.                                |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   | 4,367                    |   |  |   |      |   |  |   | 4,367     |  
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Total comprehensive income                                                                       |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 88,518    |  
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Common stock issued in connection with the exercise of stock options and restricted stock awards |  | 337,148                                                 |  |                | 337    |                  |   | 3,148   |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 3,485     |  
|Common stock issued in connection with the TXUI acquisition                                      |  | 10,769,942                                              |  |                | 10,770 |                  |   | 370,116 |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 380,886   |  
|Common stock issued in connection with the Bank of Navasota acquisition                          |  | 251,360                                                 |  |                | 251    |                  |   | 8,237   |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 8,488     |  
|Stock based compensation expense                                                                 |  |                                                         |  |                |        |                  |   | 1,968   |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 1,968     |  
|Cash dividends declared, $0.425 per share                                                        |  |                                                         |  |                |        |                  |   |         |                                            |   | (20,325 | )             |  |   |                          |   |  |   |      |   |  |   | (20,325   | )
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|BALANCE AT DECEMBER 31, 2007                                                                     |  | 44,188,323                                              |  |                | 44,188 |                  |   | 809,026 |                                            |   | 273,407 |               |  |   | 1,417                    |   |  |   | (607 | ) |  |   | 1,127,431 |  
|Cumulative effectsplit dollar life insurance adjustment                                         |  |                                                         |  |                |        |                  |   |         |                                            |   | (2,174  | )             |  |   |                          |   |  |   |      |   |  |   | (2,174    | )
|Comprehensive income:                                                                            |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Net income                                                                                       |  |                                                         |  |                |        |                  |   |         |                                            |   | 22,938  |               |  |   |                          |   |  |   |      |   |  |   | 22,938    |  
|Net change in unrealized income on available for sale securities                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   | 1,120                    |   |  |   |      |   |  |   | 1,120     |  
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Total comprehensive income                                                                       |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 24,058    |  
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|Common stock issued in connection with the exercise of stock options and restricted stock awards |  | 127,613                                                 |  |                | 128    |                  |   | 1,898   |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 2,026     |  
|Stock based compensation expense                                                                 |  |                                                         |  |                |        |                  |   | 248     |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   | 248       |  
|Cash dividends declared, $0.125 per share                                                        |  |                                                         |  |                |        |                  |   |         |                                            |   | (5,524  | )             |  |   |                          |   |  |   |      |   |  |   | (5,524    | )
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  
|BALANCE AT MARCH 31, 2008                                                                        |  | 44,315,936                                              |  | $              | 44,316 |                  | $ | 811,172 |                                            | $ | 288,647 |               |  | $ | 2,537                    |   |  | $ | (607 | ) |  | $ | 1,146,065 |  
|                                                                                                 |  |                                                         |  |                |        |                  |   |         |                                            |   |         |               |  |   |                          |   |  |   |      |   |  |   |           |  

See notes to interim consolidated financial statements.



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PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                    |  |                             |          |   |      |   |          |  
|----------------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                    |  | Three Months EndedMarch 31, |         
|                                                                                    |  | 2008                        |          |   | 2007 |  
|                                                                                    |  | (Dollars in thousands)      |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                               |  |                             |          |   |      |   |          |  
|Net income                                                                          |  | $                           | 22,938   |   |      | $ | 20,229   |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |                             |          |   |      |   |          |  
|Depreciation and amortization                                                       |  |                             | 4,429    |   |      |   | 4,021    |  
|Provision for credit losses                                                         |  |                             | 1,167    |   |      |   | 245      |  
|Net amortization of discount/premium on investments                                 |  |                             | (1,139   | ) |      |   | (2,617   | )
|Stock based compensation expense                                                    |  |                             | 248      |   |      |   | 432      |  
|Net amortization of premium on loans                                                |  |                             | (569     | ) |      |   |         |  
|Gain on sale of assets and other real estate                                        |  |                             | (43      | ) |      |   | (14      | )
|Gain on held for sale loans                                                         |  |                             | (73      | ) |      |   | (604     | )
|Proceeds from sales of held for sale loans                                          |  |                             | 4,223    |   |      |   | 112,705  |  
|Origination of held for sale loans                                                  |  |                             |         |   |      |   | (13,696  | )
|(Increase) decrease in other assets and accrued interest receivable                 |  |                             | (5,019   | ) |      |   | 11,494   |  
|Increase (decrease) in accrued interest payable and other liabilities               |  |                             | 7,087    |   |      |   | (3,486   | )
|                                                                                    |  |                             |          |   |      |   |          |  
|Net cash provided by operating activities                                           |  |                             | 33,249   |   |      |   | 128,709  |  
|                                                                                    |  |                             |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                               |  |                             |          |   |      |   |          |  
|Proceeds from maturities and principal paydowns of held to maturity securities      |  |                             | 217,633  |   |      |   | 65,124   |  
|Purchase of held to maturity securities                                             |  |                             | (453,439 | ) |      |   | (104,072 | )
|Proceeds from maturities and principal paydowns of available for sale securities    |  |                             | 9,920    |   |      |   | 251,460  |  
|Purchase of available for sale securities                                           |  |                             |         |   |      |   | (257,369 | )
|Net (increase) decrease in loans                                                    |  |                             | (31,613  | ) |      |   | 42,601   |  
|Purchase of Banco Popular branches                                                  |  |                             | (431     | ) |      |   |         |  
|Cash and cash equivalents acquired in the purchase of Banco Popular branches        |  |                             | 112,788  |   |      |   |         |  
|Purchase of Texas United Bancshares, Inc.                                           |  |                             | (72      | ) |      |   | (1,187   | )
|Cash and cash equivalents acquired in the purchase of Texas United Bancshares, Inc. |  |                             |         |   |      |   | 114,469  |  
|Purchase of bank premises and equipment                                             |  |                             | (3,826   | ) |      |   | (1,917   | )
|Net decrease in interest-bearing deposits in financial institutions                 |  |                             |         |   |      |   | 100      |  
|Net proceeds from sale of bank premises, equipment and other real estate            |  |                             | 2,794    |   |      |   | 916      |  
|                                                                                    |  |                             |          |   |      |   |          |  
|Net cash (used in) provided by investing activities                                 |  |                             | (146,246 | ) |      |   | 110,125  |  
|                                                                                    |  |                             |          |   |      |   |          |  

(Table continued on following page)



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|                                                                              |  |                             |          |   |      |   |          |  
|----------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | -------- | -
|                                                                              |  | Three Months EndedMarch 31, |         
|                                                                              |  | 2008                        |          |   | 2007 |  
|                                                                              |  | (Dollars in thousands)      |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                         |  |                             |          |   |      |   |          |  
|Net increase (decrease) in noninterest-bearing deposits                       |  | $                           | 13,728   |   |      | $ | (24,484  | )
|Net decrease in interest-bearing deposits                                     |  |                             | (156,757 | ) |      |   | (101,165 | )
|Net proceeds (repayments) of lines of credit                                  |  |                             | 93,894   |   |      |   | (188,627 | )
|Net (repayments) proceeds from securities sold under repurchase agreements    |  |                             | (13,639  | ) |      |   | 10,495   |  
|Proceeds from exercise of stock options                                       |  |                             | 2,027    |   |      |   | 1,799    |  
|Payments of cash dividends                                                    |  |                             | (5,524   | ) |      |   | (4,916   | )
|                                                                              |  |                             |          |   |      |   |          |  
|Net cash used in financing activities                                         |  |                             | (66,271  | ) |      |   | (306,898 | )
|                                                                              |  |                             |          |   |      |   |          |  
|                                                                              |  |                            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                     |  | $                           | (179,268 | ) |      | $ | (68,064  | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                |  |                             | 371,090  |   |      |   | 269,721  |  
|                                                                              |  |                             |          |   |      |   |          |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                      |  | $                           | 191,822  |   |      | $ | 201,657  |  
|                                                                              |  |                             |          |   |      |   |          |  
|                                                                              |  |                            
|NONCASH ACTIVITIES:                                                           |  |                             |          |   |      |   |          |  
|Stock issued in connection with the Texas United Bancshares, Inc. acquisition |  | $                           |         |   |      | $ | 383,247  |  
|                                                                              |  |                            
|SUPPLEMENTAL DISCLOSURES:                                                     |  |                             |          |   |      |   |          |  
|Cash paid for interest                                                        |  | $                           | 32,755   |   |      | $ | 33,416   |  
|Cash paid for income taxes                                                    |  |                             | 4,000    |   |      |   | 4,500    |  

See notes to interim consolidated financial statements.



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##### Table of Contents

PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)

1. BASIS
OF PRESENTATION

The interim consolidated financial statements include the accounts
of Prosperity Bancshares, Inc. ® (the Company) and its wholly-owned subsidiaries, Prosperity Bank ®(the
Bank) and Prosperity Holdings of Delaware, LLC. All significant inter-company transactions and balances have been eliminated.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the statements reflect all adjustments
necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis, and all such adjustments are of a normal recurring nature. These financial statements and the notes thereto
should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2007. Operating results for the three month period ended March 31, 2008 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2008.

2. INCOME PER COMMON SHARE

The following table illustrates the computation of basic and diluted earnings per share:



|                                                    |  |                                       |        |      |   |       
|--------------------------------------------------- |  | ------------------------------------- | ------ | ---- | - | ------
|                                                    |  | Three Months EndedMarch 31,          
|                                                    |  | 2008                                  |        | 2007
|                                                    |  | (In thousands, except per share data)
|Net income available to shareholders                |  | $                                     | 22,938 |      | $ | 20,229
|Weighted average shares outstanding                 |  |                                       | 44,188 |      |   | 39,813
|Potential dilutive shares                           |  |                                       | 140    |      |   | 470   
|                                                    |  |                                       |        |      |   |       
|Weighted average shares and equivalents outstanding |  |                                       | 44,328 |      |   | 40,283
|                                                    |  |                                       |        |      |   |       
|Basic earnings per share                            |  | $                                     | 0.52   |      | $ | 0.51  
|                                                    |  |                                       |        |      |   |       
|Diluted earnings per share                          |  | $                                     | 0.52   |      | $ | 0.50  
|                                                    |  |                                       |        |      |   |       

The incremental shares for the assumed exercise of the outstanding options were determined by
application of the treasury stock method. There were no stock options exercisable during the quarter ended March 31, 2008 or 2007 that would have had an anti-dilutive effect on the above computation.

3. NEW ACCOUNTING STANDARDS

Statements of Financial Accounting Standards

SFAS No. 141, Business Combinations (Revised 2007).SFAS 141R replaces SFAS 141, Business Combinations, and applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R requires an acquirer, upon initially
obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on
the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. This fair value approach replaces the cost-allocation process required under SFAS 141 whereby the cost of
an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. SFAS 141R requires acquirers to expense acquisition-related costs as incurred rather than allocating such costs to the
assets acquired and liabilities assumed, as was previously the case under SFAS 141. Under SFAS 141R, the requirements of SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, would have to be met in
order



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



to accrue for a restructuring plan in purchase accounting. Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual
contingency that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of SFAS 5, Accounting for
Contingencies. SFAS 141R is effective for the Company beginning on January 1, 2009. The Company is currently evaluating the impact of the adoption of SFAS 141R on the Companys accounting for business combinations closing on or
after January 1, 2009.

SFAS No. 157, Fair Value Measurements.SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for the Company on January 1, 2008 and its adoption did not have a
significant impact on the Companys financial statements. The implementation of SFAS 157 resulted in expanded disclosures about assets and liabilities measured at fair value as discussed in Note 4 below.

SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement
No. 115.SFAS 159 permits entities to choose to measure eligible items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at
each subsequent reporting date. The fair value option (i) may be applied instrument by instrument, with certain exceptions, (ii) is irrevocable (unless a new election date occurs) and (iii) is applied only to entire instruments and
not to portions of instruments. The Company adopted SFAS No. 159 effective January 1, 2008. The Company elected not to measure any eligible items using the fair value option in accordance with SFAS 159. Accordingly, SFAS 159 did
not have any impact on the Companys financial statements.

SFAS No. 160, Noncontrolling Interest in Consolidated
Financial Statements, an amendment of ARB Statement No. 51.SFAS 160 amends Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the
consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable
to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest.
SFAS 160 is effective for the Company on January 1, 2009 and is not expected to have a significant impact on the Companys financial statements.

Financial Accounting Standards Board Staff Positions and Interpretations

FASB Staff Position
(FSP) No. 157-2.FSP 157-2 delays the effective date of SFAS 157,Fair Value Measurements, for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). The delay is intended to allow the Board and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS
157. This FSP defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. FSP 157-2 was effective for the Company on
January 1, 2008 and did not have a significant impact on the Companys financial statements.



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



Emerging Issues Task Force Issues

Emerging Issues Task Force (EITF) Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of
Endorsement Split Dollar Life Insurance Arrangements.EITF 06-4 requires the recognition of a liability and related compensation expense for endorsement split-dollar life insurance policies that provide a benefit to an employee that
extends to post-retirement periods. Under EITF 06-4, life insurance policies purchased for the purpose of providing such benefits do not effectively settle an entitys obligation to the employee. Accordingly, the entity must recognize a
liability and related compensation expense during the employees active service period based on the future cost of insurance to be incurred during the employees retirement. If the entity has agreed to provide the employee with a death
benefit, then the liability for the future death benefit should be recognized by following the guidance in SFAS 106, Employers Accounting for Postretirement Benefits Other Than Pensions. The Company adopted EITF 06-4
effective as of January 1, 2008 as a change in accounting principle through a cumulative-effect adjustment to retained earnings. The amount of the adjustment was $2.2 million.

SEC Staff Accounting Bulletins

SAB No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings.SAB No. 109 supersedes SAB 105, Application of Accounting Principles to Loan Commitments, and indicates
that the expected net future cash flows related to the associated servicing of the loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. The guidance in SAB 109 is
applied on a prospective basis to derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. SAB 109 did not significantly impact the Companys financial statements.

4. FAIR VALUE DISCLOSURES

Effective January
1, 2008, the Company adopted SFAS 157 and SFAS 159, which address aspects of the expanding application of fair value accounting.

SFAS 157
defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. Under SFAS 159, the Company may elect to report select financial assets and liabilities at fair value on an
instrument-by-instrument basis with changes in fair value reported in earnings. After the initial adoption, the election is made at the acquisition of a financial asset or financial liability and it may not be revoked. Additionally, the transition
provisions of SFAS 159 permit a one-time election for existing positions at the adoption date with a cumulative-effect adjustment included in beginning retained earnings and future changes in fair value reported in earnings. The Company elected not
to measure any eligible items using the fair value option at adoption date in accordance with SFAS 159.

Fair Value Hierarchy

SFAS 157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In
accordance with SFAS 157, these inputs are summarized in the three broad levels listed below:



| |  |  | Level 1  Quoted prices in active markets for identical assets or liabilities. Level 1 assets include US Treasury securities that are highly liquid and are
actively traded in over-the-counter markets.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



| |  |  | Level 2  Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include US government and agency mortgage-backed debt securities, corporate securities, municipal bonds and CRA funds.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level
3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair values requires significant
management judgment or estimation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In determining the appropriate levels, the Company performs a detailed analysis of
the assets and liabilities that are subject to SFAS 157.

The following table presents fair value measurements as of March 31, 2008:



|                                                    |  |                        |       |         |   |         |  |       |   |  |   |        
|--------------------------------------------------- |  | ---------------------- | ----- | ------- | - | ------- |  | ----- | - |  | - | -------
|                                                    |  | Level 1                |       | Level 2 |   | Level 3 |  | Total
|                                                    |  | (Dollars in thousands)
|Measured on a recurring basis:                      |  |                        |       |         |   |         |  |       |   |  |   |        
|Interest bearing deposits in financial institutions |  | $                      | 200   |         | $ |        |  | $     |  |  | $ | 200    
|Available for sale securities (at fair value)       |  |                        | 3,522 |         |   | 248,926 |  |       |  |  |   | 252,448
|                                                    |  |                        |       |         |   |         |  |       |   |  |   |        
|TOTAL                                               |  | $                      | 3,722 |         | $ | 248,926 |  | $     |  |  | $ | 252,648
|                                                    |  |                        |       |         |   |         |  |       |   |  |   |        

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These instruments include other real estate owned, repossessed
assets and impaired loans per SFAS 114, Accounting by Creditors for Impairment of a Loanan amendment of FASB Statements No. 5 and 15. Financial assets and financial liabilities measured at fair value on a non-recurring basis which
were recorded in 2008 and remained outstanding at March 31, 2008 were not significant.

5. GOODWILL AND CORE DEPOSIT
INTANGIBLES

Changes in the carrying amount of the Companys goodwill and core deposit intangibles (CDI) for three months ended
March 31, 2008 were as follows:



|                                             |  |                        |         |                        |   |        |  
|-------------------------------------------- |  | ---------------------- | ------- | ---------------------- | - | ------ | -
|                                             |  | Goodwill               |         | CoreDepositIntangibles |  
|                                             |  | (Dollars in thousands) |        
|Balance as of December 31, 2007              |  | $                      | 753,909 |                        | $ | 46,069 |  
|Amortization                                 |  |                        |        |                        |   | (2,492 | )
|Acquisition of Banco Popular branches        |  |                        | 12,400  |                        |   | 1,063  |  
|Acquisition of Texas United Bancshares, Inc. |  |                        | 1,208   |                        |   |       |  
|Acquisition of The Bank of Navasota          |  |                        | 433     |                        |   |       |  
|                                             |  |                        |         |                        |   |        |  
|Balance as of March 31, 2008                 |  | $                      | 767,950 |                        | $ | 44,640 |  
|                                             |  |                        |         |                        |   |        |  



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



Purchase accounting adjustments to prior year acquisitions were made to adjust deferred tax asset and
liability balances. Goodwill is recorded on the acquisition date of each entity. The Company may record subsequent adjustments to goodwill for amounts undeterminable at acquisition date, such as deferred taxes and real estate valuations, and
therefore the goodwill amounts reflected in the table above may change accordingly. The Company initially records the total premium paid on acquisitions as goodwill. After finalizing the valuation, core deposit intangibles are identified and
reclassified from goodwill to core deposit intangibles on the balance sheet. This reclassification has no effect on total assets, liabilities, shareholders equity, net income or cash flows. Management performs an evaluation annually, and more
frequently if a triggering event occurs, of whether any impairment of the goodwill and other intangibles has occurred. If any such impairment is determined, a write down is recorded. As of March 31, 2008, there were no impairments recorded on
goodwill.

Core deposit intangibles are amortized on an accelerated basis over their estimated lives, which the Company believes is between
8 and 10 years. Gross core deposit intangibles outstanding were $68.6 million and $65.6 million at March 31, 2008 and March 31, 2007, respectively. Net core deposit intangibles outstanding were $44.6 million and $51.9 million at the same
dates, respectively. Amortization expense related to intangible assets totaled $2.5 million and $2.1 million for the three months ended March 31, 2008 and 2007, respectively. The increase in amortization expense was primarily due to the core
deposit intangibles from the acquisition of Texas United Bancshares, Inc., Bank of Navasota and six branches of Banco Popular. The estimated aggregate future amortization expense for intangible assets remaining as of March 31, 2008 is as
follows (dollars in thousands):



|               |  |   |       
|-------------- |  | - | ------
|Remaining 2008 |  | $ | 7,181 
|2009           |  |   | 8,608 
|2010           |  |   | 7,553 
|2011           |  |   | 6,393 
|2012           |  |   | 5,151 
|Thereafter     |  |   | 9,754 
|               |  |   |       
|Total          |  | $ | 44,640
|               |  |   |       

6. STOCK BASED COMPENSATION

The Company had three stock-based employee compensation plans at March 31, 2008 and five stock option plans assumed in connection with acquisitions
under which no additional options will be granted. Prior to 2003, the Company accounted for those plans under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. The Company adopted SFAS 123 on January 1, 2003 and SFAS 123(R) on January 1, 2006. The Company recorded $248,000 and $432,000 in stock-based compensation expense for the three months ended March 31, 2008 and
2007, respectively. There was approximately $36,000 and $88,000 of income tax benefit recorded for the stock-based compensation expense for the same periods.

The Company has granted shares (restricted stock) to certain directors and associates under the 2004 Plan. The awardee is not entitled to the shares until they vest, which is generally over a 1 to 5 year
period, but the awardee is entitled to receive dividends on and vote the shares prior to vesting. The shares granted do not have a cost to the awardee and the only requirement of vesting is continued service to the Company. Compensation cost related
to restricted stock is calculated based on the fair value of the shares at the date of grant. If the awardee leaves the Company before the shares vest, the unvested shares are forfeited. As of March 31, 2008, there were 77,899 shares of
restricted stock outstanding with a weighted average grant date fair value of $33.86.



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



Stock options are issued at the current market price on the date of the grant, subject to a
pre-determined vesting period with a contractual term of 10 years. Options assumed in connection with acquisitions also have a contractual term of 10 years from date of original issuance under the original plan. The fair value of stock options
granted is estimated at the date of grant using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.

The fair value of options was estimated using an option-pricing model with the following weighted average assumptions as of the dates indicated:



|                         |  |           |   |  |       |  
|------------------------ |  | --------- | - |  | ----- | -
|                         |  | March 31, |  
|                         |  | 2008      |   |  | 2007  |  
|Expected life (in years) |  | 4.94      |   |  | 4.35  |  
|Risk free interest rate  |  | 4.18      | % |  | 4.24  | %
|Volatility               |  | 21.24     | % |  | 21.14 | %
|Dividend yield           |  | 1.21      | % |  | 1.24  | %

A summary of changes in outstanding options during the three months ended March 31, 2008 is
set forth below:



|                                         |  |                  |   |  |                                |       |                                           |      |                          |   |      
|---------------------------------------- |  | ---------------- | - |  | ------------------------------ | ----- | ----------------------------------------- | ---- | ------------------------ | - | -----
|                                         |  | Number ofOptions |   |  | Weighted AverageExercise Price |       | Weighted AverageRemaining ContractualTerm |      | Aggregate IntrinsicValue
|                                         |  | (In thousands)   |   |  |                                |       | (In years)                                |      | (In thousands)          
|Options outstanding, beginning of period |  | 1,088            |   |  | $                              | 23.26 |                                           |      |                          |   |      
|Options granted                          |  |                 |   |  |                                |      |                                           |      |                          |   |      
|Options forfeited                        |  | (2               | ) |  |                                | 23.88 |                                           |      |                          |   |      
|Options exercised                        |  | (124             | ) |  |                                | 16.27 |                                           |      |                          |   |      
|Options outstanding, end of period       |  | 962              |   |  | $                              | 24.17 |                                           | 6.12 |                          | $ | 4,321
|                                         |  |                  |   |  |                                |       |                                           |      |                          |   |      
|Options exercisable, end of period       |  | 283              |   |  | $                              | 16.46 |                                           | 4.54 |                          | $ | 3,451
|                                         |  |                  |   |  |                                |       |                                           |      |                          |   |      

No options were granted during the three months ended March 31, 2008 or 2007. The total
intrinsic value of the options exercised during the three month periods ended March 31, 2008 and 2007 was $1.5 million and $2.8 million, respectively. The total fair value of shares vested during the three month period ended March 31, 2008
was approximately $94,000.

A summary of changes in non-vested options is set forth below:



|                                                    |  |                              |   |      |                                      |      |                  |     |   |                                      |   |     
|--------------------------------------------------- |  | ---------------------------- | - | ---- | ------------------------------------ | ---- | ---------------- | --- | - | ------------------------------------ | - | ----
|                                                    |  | Three Months Ended March 31,
|                                                    |  | 2008                         |   | 2007
|                                                    |  | Number ofOptions             |   |      | Weighted AverageGrant Date FairValue |      | Number ofOptions |     |   | Weighted AverageGrant Date FairValue
|                                                    |  | (In thousands)               |   |      |                                      |      | (In thousands)   |     |   |                                     
|Non-vested options outstanding, beginning of period |  | 707                          |   |      | $                                    | 6.52 |                  | 778 |   |                                      | $ | 5.93
|Options granted                                     |  |                             |   |      |                                      |     |                  |    |   |                                      |   |    
|Non-vested options forfeited                        |  |                             |   |      |                                      |     |                  | (12 | ) |                                      |   | 4.99
|Options vested                                      |  | (28                          | ) |      |                                      | 3.36 |                  | (13 | ) |                                      |   | 0.85
|                                                    |  |                              |   |      |                                      |      |                  |     |   |                                      |   |     
|Non-vested options outstanding, end of period       |  | 679                          |   |      | $                                    | 6.65 |                  | 753 |   |                                      | $ | 6.03
|                                                    |  |                              |   |      |                                      |      |                  |     |   |                                      |   |     

The Company received $2.0 million and $1.8 million in cash from the exercise of stock options
during the three month periods ended March 31, 2008 and 2007, respectively. There was no tax benefit realized from option exercises of the share-based payment arrangements during the three month periods ended March 31, 2008 and 2007.



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PROSPERITY BANCSHARES, INC. ®AND SUBSIDIARIES

NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

(UNAUDITED)



As of March 31, 2008, there was $2.9 million of total unrecognized compensation expense related
to stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.8 years.

7. RECENT AND PENDING ACQUISITIONS

On January 10, 2008, the Company completed its acquisition of six (6) Houston retail
branches from Banco Popular North America. In connection with the acquisition, the Company assumed approximately $125.0 million in deposits. Since January 11, 2008, all six (6) locations have been operating as full service banking centers
of Prosperity Bank.

On February 7, 2008, the Company announced the signing of a definitive agreement to acquire 1st Choice Bancorp,
Inc and its wholly-owned subsidiary, 1st Choice Bank. 1st Choice Bancorp operates two (2) banking offices in Houston, Texas, with one location in South Houston and another in the Heights area. Prosperitys Heights banking center will be
consolidated with the 1st Choice Bancorp Heights location, with the resulting banking center being located in 1st Choices Heights banking office. As of March 31, 2008, 1st Choice Bancorp had, on a consolidated basis, total assets of
$313.9 million, loans of $198.9 million, deposits of $285.1 million and stockholders equity of $27.5 million. Under the terms of the definitive agreement, Prosperity will issue approximately 1,757,813 shares of Prosperity common stock plus
approximately $18,750,000 in cash for all outstanding shares of 1st Choice Bancorp capital stock, with the cash portion of the merger consideration subject to decrease in the event 1st Choice Bancorps equity capital is less than $26.0 million.

8. REDEMPTION OF JUNIOR SUBORDINATED DEBENTURES

On April 7, 2008, the Company redeemed in full the debentures held by SNB Capital Trust III in the amount of $10.3 million. The debentures redeemed
bore interest at a floating rate of 3 month LIBOR + 3.15%. The trust in turn redeemed in full the trust preferred securities and common securities it issued.



14



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special
Cautionary Notice Regarding Forward-Looking Statements

Statements and financial discussion and analysis contained in this quarterly
report on Form 10-Q that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions and involve a
number of risks and uncertainties, many of which are beyond the Companys control. Many possible events or factors could affect the future financial results and performance of the Company and could cause such results or performance to differ
materially from those expressed in the forward-looking statements. These possible events or factors include, without limitation:



| |  | changes in interest rates and market prices, which could reduce the Companys net interest margins, asset valuations and expense expectations;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in the levels of loan prepayments and the resulting effects on the value of the Companys loan portfolio;
|- |  | -----------------------------------------------------------------------------------------------------------------



| |  | changes in local economic and business conditions which adversely affect the Companys customers and their ability to transact profitable business with the
company, including the ability of the Companys borrowers to repay their loans according to their terms or a change in the value of the related collateral;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increased competition for deposits and loans adversely affecting rates and terms;
|- |  | ---------------------------------------------------------------------------------



| |  | the timing, impact and other uncertainties of any future acquisitions, including the Companys ability to identify suitable future acquisition candidates, the
success or failure in the integration of their operations, and the ability to enter new markets successfully and capitalize on growth opportunities;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increased credit risk in the Companys assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a
percentage of the total loan portfolio;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the failure of assumptions underlying the establishment of and provisions made to the allowance for credit losses;
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | changes in the availability of funds resulting in increased costs or reduced liquidity;
|- |  | ---------------------------------------------------------------------------------------



| |  | a deterioration or downgrade in the credit quality and credit agency ratings of the securities in the Companys securities portfolio;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  | increased asset levels and changes in the composition of assets and the resulting impact on the Companys capital levels and regulatory capital ratios;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the Companys ability to acquire, operate and maintain cost effective and efficient systems without incurring unexpectedly difficult or expensive but necessary
technological changes;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the loss of senior management or operating personnel and the potential inability to hire qualified personnel at reasonable compensation levels;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in statutes and government regulations or their interpretations applicable to financial holding companies and the Companys present and future banking
and other subsidiaries, including changes in tax requirements and tax rates;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | acts of terrorism, an outbreak of hostilities or other international or domestic calamities, weather or other acts of God and other matters beyond the
Companys control; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | other risks and uncertainties listed from time to time in the Companys reports and documents filed with the Securities and Exchange Commission.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------



15



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##### Table of Contents

A forward-looking statement may include a statement of the assumptions or bases underlying the
forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable. However, the Company cautions you that assumptions or bases almost always vary from actual results, and the
differences between assumptions or bases and actual results can be material. The Company undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or
otherwise.

Managements Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of the
Companys interim consolidated financial statements and accompanying notes. This section should be read in conjunction with the Companys interim consolidated financial statements and accompanying notes included elsewhere in this report
and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.

RECENT AND PENDING ACQUISITIONS

On January 10, 2008, the Company completed its acquisition of six (6) Houston retail branches from Banco Popular North America. In connection with the acquisition, the Company assumed approximately $125.0 million in deposits.
Since January 11, 2008, all six (6) locations have been operating as full service banking centers of Prosperity Bank.

On February 7, 2008, the Company announced the signing of a definitive agreement to acquire
1st Choice Bancorp, Inc and its wholly-owned subsidiary, 1st Choice Bank. 1st Choice Bancorp operates two (2) banking offices in Houston, Texas, with one location in South Houston and another in the Heights area. Prosperitys Heights
banking center will be consolidated with the 1stChoice Bancorp Heights location, with the resulting banking center being located in 1st
Choices Heights banking office. As of March 31, 2008, 1st Choice Bancorp had, on a consolidated basis, total assets of $313.9 million, loans of $198.9 million, deposits of $285.1 million and stockholders equity of $27.5 million.
Under the terms of the definitive agreement, Prosperity will issue approximately 1,757,813 shares of Prosperity common stock plus approximately $18,750,000 in cash for all outstanding shares of 1st Choice Bancorp capital stock, with the cash portion
of the merger consideration subject to decrease in the event 1st Choice Bancorps equity capital is less than $26.0 million.

REDEMPTION OF JUNIOR SUBORDINATED DEBENTURES

On April 7, 2008, the Company redeemed in full the debentures held by SNB
Capital Trust III in the amount of $10.3 million. The debentures redeemed bore interest at a floating rate of 3 month LIBOR + 3.15%. The trust in turn redeemed in full the trust preferred securities and common securities it issued.

OVERVIEW

The Company, a Texas corporation, was formed in 1983 as a vehicle to acquire the former Allied
First Bank in Edna, Texas which was chartered in 1949 as The First National Bank of Edna. The Company is a registered financial holding company that derives substantially all of its revenues and income from the operation of its bank subsidiary,
Prosperity Bank®(Prosperity Bank® or the Bank). The Bank
provides a wide array of financial products and services to small and medium-sized businesses and consumers. At March 31, 2008, the Bank operated one hundred thirty-one (131) full-service banking locations; with forty-six (46) in the
Greater Houston Consolidated Metropolitan Statistical Area (CMSA), thirty-three (33) in the South Texas area including Corpus Christi and Victoria, twenty-four (24) in the Central Texas area including Austin and Bryan/College
Station, two (2) in East Texas and twenty-six (26) in the Dallas/Fort Worth, Texas area. The Companys San Antonio loan production office became a full service banking center on March 31, 2008. The Greater Houston CMSA includes
Austin, Brazoria, Chambers, Fort Bend, Galveston, Harris, Liberty, Montgomery, San Jacinto and Waller counties. The Companys headquarters are located at Prosperity Bank Plaza, 4295 San Felipe in Houston, Texas and its telephone number is
(713) 693-9300. The Companys website address is www.prosperitybanktx.com. Information contained on the Companys website is not incorporated by reference into this quarterly report on Form 10-Q and is not part of this or any
other report.

The Company generates the majority of its revenues from interest income on loans, service charges on customer accounts and
income from investment in securities. The revenues are partially offset by interest expense paid on deposits and other borrowings and non-interest expenses such as administrative, occupancy and general operating expenses. Net interest income is the
difference between interest income on earning assets such as loans and securities and interest expense on liabilities such as deposits and borrowings which are used to fund those assets. The level of interest rates and the volume and mix of earning
assets and interest-bearing liabilities impact net interest income and margin.

Three principal components of the Companys growth
strategy are internal growth, stringent cost control practices and strategic merger transactions. The Company focuses on continual internal growth. Each banking center is operated as a separate profit center, maintaining separate data with respect
to its net interest income, efficiency ratio, deposit growth, loan



16



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##### Table of Contents

growth and overall profitability. Banking center presidents and managers are accountable for performance in these areas and compensated accordingly. The
Company also focuses on maintaining stringent cost control practices and policies. The Company has invested significantly in the infrastructure required to centralize many of its critical operations, such as data processing and loan processing.
Management believes that this centralized infrastructure can accommodate substantial additional growth while enabling the Company to minimize operational costs through certain economies of scale. The Company also intends to continue to seek
expansion opportunities. During 2007, forty-one (41) banking centers were acquired in the acquisition of Texas United Bancshares, Inc. (the TXUI acquisition). The acquisition of The Bank of Navasota, N.A. (the Navasota
acquisition) was completed on September 1, 2007 and added one (1) banking center. On January 10, 2008, the Company purchased six (6) branches of Banco Popular North America.

Total assets were $6.46 billion at March 31, 2008 compared with $6.37 billion at December 31, 2007, an increase of $92.4 million or 1.5%. Total
loans were $3.16 billion at March 31, 2008 compared with $3.14 billion at December 31, 2007, an increase of $18.7 million or 0.6%. Total deposits were $4.95 billion at March 31, 2008 compared with $4.97 billion December 31, 2007,
a decrease of $17.7 million or 0.4%. Shareholders equity increased $18.6 million or 1.7%, to $1.15 billion at March 31, 2008 compared with $1.13 billion at December 31, 2007.

CRITICAL ACCOUNTING POLICIES

The Companys accounting policies are integral to understanding the financial results reported. Accounting policies are described in detail in Note 1 to the consolidated financial statements included in the Companys Annual Report
on Form 10-K for the year ended December 31, 2007. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity:

Allowance for Credit LossesThe allowance for credit losses is a reserve established through charges to earnings in the form of a provision
for credit losses. Management has established an allowance for credit losses which it believes is adequate for estimated losses in the Companys loan portfolio. Based on an evaluation of the loan portfolio, management presents a monthly review
of the allowance for credit losses to the Banks Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. In making its evaluation, management considers factors
such as historical loan loss experience, industry diversification of the Companys commercial loan portfolio, the amount of nonperforming assets and related collateral, the volume, growth and composition of the Companys loan portfolio,
current economic changes that may affect the borrowers ability to pay and the value of collateral, the evaluation of the Companys loan portfolio through its internal loan review process and other relevant factors. Portions of the
allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in managements judgment, should be charged off. Charge-offs occur when loans are deemed to be uncollectible. The allowance for
credit losses includes allowance allocations calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS 118, and allowance allocations
determined in accordance with SFAS No. 5, Accounting for Contingencies.

Goodwill and Intangible AssetsGoodwill
and intangible assets that have indefinite useful lives are subject to at least an annual impairment test and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a two-step process
that begins with an estimation of the fair value of each of the Companys reporting units compared with its carrying value. If the carrying amount exceeds the fair value of a reporting unit, a second test is completed comparing the implied fair
value of the reporting units goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their
carrying values. Other identifiable intangible assets that are subject to amortization are amortized on an accelerated basis over the years expected to be benefited. These amortizable intangible assets are reviewed for impairment if circumstances
indicate their value may not be recoverable based on a comparison of fair value to carrying value. Based on the Companys annual goodwill impairment test as of September 30, 2007, management does not believe any of its goodwill is impaired
as of March 31, 2008. While the Company believes no impairment existed at March 31, 2008 under accounting standards applicable at that date, different conditions or assumptions, or changes in cash flows or profitability, if
significantly negative or unfavorable, could have a material adverse effect on the outcome of the Companys impairment evaluation and financial condition or future results of operations.

Stock-Based CompensationThe Company adopted the provisions of SFAS No. 123R Share-Based Payment (Revised 2004), on
January 1, 2006 and its adoption did not have a material impact on the Companys financial statements. The Company had previously adopted SFAS No. 123 on January 1, 2003. Among other things, SFAS No. 123R eliminates the
ability to account for stock-based compensation using the intrinsic value based method of accounting and requires that such transactions be recognized as compensation expense in the income statement based on their fair values on the date of the
grant. SFAS No. 123R requires that management make assumptions including stock price volatility and employee turnover that are utilized to measure compensation expense. The fair value of stock options granted is estimated at the date of grant
using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions.

Valuation of SecuritiesThe Companys available for sale securities portfolio is reported at fair value. When the fair value of a security is below its amortized cost, and
depending on the length of time the condition exists and the extent the fair market value is below amortized cost, additional analysis is performed to determine whether an impairment exists. Available for sale and held to maturity securities are
analyzed quarterly for possible other-than-temporary impairment. The analysis considers the (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer,
and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Often, the information available to conduct these assessments is limited and
rapidly changing, making estimates of fair value subject to judgment. If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a
material effect on the Companys results of operations and financial condition.



17



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##### Table of Contents

RESULTS OF OPERATIONS

Net income available to shareholders was $22.9 million ($0.52 per common share on a diluted basis) for the quarter ended March 31, 2008 compared with
$20.2 million ($0.50 per common share on a diluted basis) for the quarter ended March 31, 2007, an increase of $2.7 million or 13.4%. The Company posted returns on average common equity of 8.02% and 8.71%, returns on average assets of 1.43% and
1.40% and efficiency ratios of 45.06% and 47.23% for the quarters ended March 31, 2008 and 2007, respectively.

Net Interest Income

The Companys net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities,
referred to as a volume change. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a rate change.

Net interest income before the provision for credit losses was $52.0 million for the quarter ended March 31, 2008 compared with $46.1 million for
the quarter ended March 31, 2007, an increase of $5.9 million or 12.82%. Net interest income increased primarily as a result of an increase in average interest-earning assets to $5.25 billion for the quarter ended March 31, 2008 compared
with $4.82 billion for the quarter ended March 31, 2007, an increase of $430.9 million or 8.9% that was primarily due to the TXUI acquisition.

The average rate paid on interest-bearing liabilities decreased 39 basis points from 3.60% for the quarter ended March 31, 2007 to 3.21% for the quarter ended March 31, 2008, while the average yield on interest-earning assets
decreased 27 basis points from 6.72% for the quarter ended March 31, 2007 compared with 6.45% for the quarter ended March 31, 2008. The average volume of interest-bearing liabilities increased $257.5 million and the average volume of
interest-earning assets increased $430.9 million for the same period. The net interest margin on a tax equivalent basis increased 10 basis points from 3.93% for the quarter ended March 31, 2007 compared with 4.03% for the quarter ended
March 31, 2008.



18



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##### Table of Contents

The following table sets forth, for each major category of interest-earning assets and interest-bearing
liabilities, the average amounts outstanding, the interest earned or paid on such amounts, and the average rate earned or paid for the quarters ended March 31, 2008 and 2007. The table also sets forth the average rate paid on total
interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Except as indicated in the footnotes, no tax-equivalent adjustments were made and all average balances are daily average
balances. Any nonaccruing loans have been included in the table as loans carrying a zero yield.



|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|--------------------------------------------------------- |  | ---------------------------- | --------- | - | ------------------- | - | --------------------- |  | ---- | ------------------------- |  | - | ------------------- | - | --------------------- | - | ------ |  | ---- | -
|                                                          |  | Three Months Ended March 31, |          
|                                                          |  | 2008                         |           |   | 2007                |  
|                                                          |  | AverageOutstandingBalance    |           |   | InterestEarned/Paid |   | AverageYield/Rate (4) |  |      | AverageOutstandingBalance |  |   | InterestEarned/Paid |   | AverageYield/Rate (4) |  
|                                                          |  | (Dollars in thousands)       |          
|Assets                                                    |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Interest-earning assets:                                  |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Loans                                                     |  | $                            | 3,143,174 |   |                     | $ | 58,520                |  | 7.47 | %                         |  | $ | 2,876,029           |   |                       | $ | 57,260 |  | 8.07 | %
|Securities(1)                                             |  |                              | 1,977,510 |   |                     |   | 24,783                |  | 5.01 |                           |  |   | 1,873,905           |   |                       |   | 21,708 |  | 4.63 |  
|Federal funds sold and other temporary investments        |  |                              | 131,601   |   |                     |   | 1,162                 |  | 3.54 |                           |  |   | 71,451              |   |                       |   | 895    |  | 5.08 |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total interest-earning assets                             |  |                              | 5,252,285 |   |                     |   | 84,465                |  | 6.45 | %                         |  |   | 4,821,385           |   |                       |   | 79,863 |  | 6.72 | %
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Less allowance for credit losses                          |  |                              | (31,948   | ) |                     |   |                       |  |      |                           |  |   | (32,131             | ) |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total interest-earning assets, net of allowance           |  |                              | 5,220,337 |   |                     |   |                       |  |      |                           |  |   | 4,789,254           |   |                       |   |        |  |      |  
|Noninterest-earning assets                                |  |                              | 1,198,814 |   |                     |   |                       |  |      |                           |  |   | 1,006,958           |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total assets                                              |  | $                            | 6,419,151 |   |                     |   |                       |  |      |                           |  | $ | 5,796,212           |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Liabilities and shareholders equity                      |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Interest-bearing liabilities:                             |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Interest-bearing demand deposits                          |  | $                            | 869,728   |   |                     | $ | 3,121                 |  | 1.44 | %                         |  | $ | 860,328             |   |                       | $ | 4,730  |  | 2.23 | %
|Savings and money market accounts                         |  |                              | 1,252,346 |   |                     |   | 7,414                 |  | 2.37 |                           |  |   | 1,178,241           |   |                       |   | 8,267  |  | 2.85 |  
|Certificates of deposit                                   |  |                              | 1,660,635 |   |                     |   | 18,410                |  | 4.45 |                           |  |   | 1,462,241           |   |                       |   | 16,116 |  | 4.47 |  
|Junior subordinated debentures                            |  |                              | 112,885   |   |                     |   | 2,019                 |  | 7.17 |                           |  |   | 130,413             |   |                       |   | 2,598  |  | 8.08 |  
|Federal funds purchased and other borrowings              |  |                              | 96,978    |   |                     |   | 902                   |  | 3.73 |                           |  |   | 110,703             |   |                       |   | 1,462  |  | 5.36 |  
|Securities sold under repurchase agreements               |  |                              | 66,074    |   |                     |   | 604                   |  | 3.67 |                           |  |   | 59,236              |   |                       |   | 602    |  | 4.12 |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total interest-bearing liabilities                        |  |                              | 4,058,646 |   |                     |   | 32,470                |  | 3.21 | %                         |  |   | 3,801,162           |   |                       |   | 33,775 |  | 3.60 | %
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Noninterest-bearing liabilities:                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Noninterest-bearing demand deposits                       |  |                              | 1,155,210 |   |                     |   |                       |  |      |                           |  |   | 1,035,294           |   |                       |   |        |  |      |  
|Other liabilities                                         |  |                              | 61,745    |   |                     |   |                       |  |      |                           |  |   | 31,050              |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total liabilities                                         |  |                              | 5,275,601 |   |                     |   |                       |  |      |                           |  |   | 4,867,506           |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Shareholders equity                                      |  |                              | 1,143,550 |   |                     |   |                       |  |      |                           |  |   | 928,706             |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Total liabilities and shareholders equity                |  | $                            | 6,419,151 |   |                     |   |                       |  |      |                           |  | $ | 5,796,212           |   |                       |   |        |  |      |  
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Net interest rate spread                                  |  |                              |           |   |                     |   |                       |  | 3.24 | %                         |  |   |                     |   |                       |   |        |  | 3.12 | %
|Net interest income and margin (2)                        |  |                              |           |   |                     | $ | 51,995                |  | 3.97 | %                         |  |   |                     |   |                       | $ | 46,088 |  | 3.88 | %
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  
|Net interest income and margin (tax-equivalent basis) (3) |  |                              |           |   |                     | $ | 52,832                |  | 4.03 | %                         |  |   |                     |   |                       | $ | 46,764 |  | 3.93 | %
|                                                          |  |                              |           |   |                     |   |                       |  |      |                           |  |   |                     |   |                       |   |        |  |      |  



|(1) |  | Yield is based on amortized cost and does not include any component of unrealized gains or losses.
|--- |  | --------------------------------------------------------------------------------------------------



|(2) |  | The net interest margin is equal to net interest income divided by average interest-earning assets.
|--- |  | ---------------------------------------------------------------------------------------------------



|(3) |  | In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on taxable investments and loans, a tax-equivalent adjustment has been
computed using a federal income tax rate of 35%.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | Annualized and based on an actual/365 basis.
|--- |  | --------------------------------------------



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##### Table of Contents

The following table presents the dollar amount of changes in interest income and interest expense for the
major components of interest-earning assets and interest-bearing liabilities and distinguishes between the increase (decrease) related to higher outstanding balances and the changes in interest rates. For purposes of this table, changes attributable
to both rate and volume which cannot be segregated have been allocated to rate.



|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  
|-------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ------ | ----- |  | - | ------ | -
|                                                   |  | Three Months EndedMarch 31, |      
|                                                   |  | 2008 vs. 2007               |      
|                                                   |  | Increase (Decrease)Due to   |       |   |      |  
|                                                   |  | Volume                      |       |   | Rate |   |        | Total | 
|                                                   |  | (Dollars in thousands)      |      
|Interest-earning assets:                           |  |                             |       |   |      |   |        |       |  |   |        |  
|Loans                                              |  | $                           | 5,319 |   |      | $ | (4,059 | )     |  | $ | 1,260  |  
|Securities                                         |  |                             | 1,200 |   |      |   | 1,875  |       |  |   | 3,075  |  
|Federal funds sold and other temporary investments |  |                             | 762   |   |      |   | (495   | )     |  |   | 267    |  
|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  
|Total increase (decrease) in interest income       |  |                             | 7,281 |   |      |   | (2,679 | )     |  |   | 4,602  |  
|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  
|Interest-bearing liabilities:                      |  |                             |       |   |      |   |        |       |  |   |        |  
|Interest-bearing demand deposits                   |  |                             | 52    |   |      |   | (1,661 | )     |  |   | (1,609 | )
|Savings and money market accounts                  |  |                             | 526   |   |      |   | (1,379 | )     |  |   | (853   | )
|Certificates of deposit                            |  |                             | 2,211 |   |      |   | 83     |       |  |   | 2,294  |  
|Junior subordinated debentures                     |  |                             | (353  | ) |      |   | (226   | )     |  |   | (579   | )
|Federal funds purchased and other borrowings       |  |                             | (183  | ) |      |   | (377   | )     |  |   | (560   | )
|Securities sold under repurchase agreements        |  |                             | 70    |   |      |   | (68    | )     |  |   | 2      |  
|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  
|Total increase (decrease) in interest expense      |  |                             | 2,323 |   |      |   | (3,628 | )     |  |   | (1,305 | )
|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  
|Increase in net interest income                    |  | $                           | 4,958 |   |      | $ | 949    |       |  | $ | 5,907  |  
|                                                   |  |                             |       |   |      |   |        |       |  |   |        |  

Provision for Credit Losses

Management actively monitors the Companys asset quality and provides specific loss provisions when necessary. Provisions for credit losses are charged to income to bring the total allowance for credit losses to
a level deemed appropriate by management of the Company based on such factors as historical credit loss experience, industry diversification of the commercial loan portfolio, the amount of nonperforming loans and related collateral, the volume
growth and composition of the loan portfolio, current economic conditions that may affect the borrowers ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review function and other
relevant factors.

Loans are charged-off against the allowance for credit losses when appropriate. Although management believes it uses the
best information available to make determinations with respect to the provision for credit losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations.

The Company made a $1.2 million and $245,000 provision for credit losses for the quarters ended March 31, 2008 and 2007, respectively. The increase
in the provision for credit losses was primarily due to increased charge-offs for the first quarter of 2008. For the quarter ended March 31, 2008, net charge-offs were $1.6 million compared with net charge-offs of $635,000 for the quarter ended
March 31, 2007.

Noninterest Income

The Companys primary sources of recurring noninterest income are service charges on deposit accounts and other banking service related fees. Noninterest income does not include loan origination fees which are recognized over the life
of the related loan as an adjustment to yield using the interest method. Banking related service fees include check cashing fees, official check fees, safe deposit box rent and currency handling fees. Noninterest income totaled $12.7 million for the
three months ended March 31, 2008 compared with $11.7 million for the same period in 2007, an increase of $1.0 million or 8.6%. The increase was primarily due to an increase in insufficient funds charges and customer service charges which
resulted from an increase in the number of accounts due to the full quarter effect of the TXUI acquisition on January 31, 2007, the Bank of Navasota acquisition on September 1, 2007 and the acquisition of six branches of Banco Popular on
January 10, 2008. As of March 31, 2008, approximately 75,000 deposit accounts were attributed to these three acquisitions.



20



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##### Table of Contents

Gain on sale of held for sale loans decreased $531,000 to $73,000 for the quarter ended March 31,
2008 compared with $604,000 for the same quarter of 2007. These loans were originated for the purpose of sale into the secondary market in connection with mortgage banking activities acquired in the TXUI acquisition. The Company does not intend to
continue to originate loans for sale into the secondary market, and does not expect to have significant gains from this activity going forward. Trust and investment income decreased $388,000 to $80,000 for the quarter ended March 31, 2008
compared with $468,000 for the same quarter of 2007. The decrease was due to the dissolution of the trust department acquired in the TXUI acquisition in the second quarter of 2007.

The following table presents, for the periods indicated, the major categories of noninterest income:



|                                        |  |                             |        |      |   |       
|--------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                        |  | Three months endedMarch 31,
|                                        |  | 2008                        |        | 2007
|                                        |  | (Dollars in thousands)     
|Service charges on deposit accounts     |  | $                           | 10,506 |      | $ | 8,510 
|Banking related service fees            |  |                             | 439    |      |   | 401   
|Brokered mortgage income                |  |                             | 110    |      |   | 132   
|Trust and investment income             |  |                             | 80     |      |   | 468   
|Income from leased assets               |  |                             | 334    |      |   | 299   
|Bank owned life insurance income (BOLI) |  |                             | 461    |      |   | 368   
|Gain on sale of assets, net             |  |                             | 43     |      |   | 14    
|Gain on sale of held for sale loans     |  |                             | 73     |      |   | 604   
|Other noninterest income                |  |                             | 633    |      |   | 875   
|                                        |  |                             |        |      |   |       
|Total noninterest income                |  | $                           | 12,679 |      | $ | 11,671
|                                        |  |                             |        |      |   |       

Noninterest Expense

Noninterest expense totaled $29.1 million for the quarter ended March 31, 2008 compared with $27.3 million for the quarter ended March 31, 2007, an increase of $1.8 million or 6.8%. This increase was
principally due to increases in salaries and employee benefits, net occupancy and equipment expense and core deposit intangibles amortization.

The following table presents, for the periods indicated, the major categories of noninterest expense:



|                                          |  |                             |        |      |   |       
|----------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                          |  | Three Months EndedMarch 31,
|                                          |  | 2008                        |        | 2007
|                                          |  | (Dollars in thousands)     
|Salaries and employee benefits (1)        |  | $                           | 16,130 |      | $ | 15,302
|                                          |  |                             |        |      |   |       
|Non-staff expenses:                       |  |                             |        |      |   |       
|Net occupancy expense                     |  |                             | 2,810  |      |   | 2,458 
|Depreciation expense                      |  |                             | 1,937  |      |   | 1,876 
|Data processing                           |  |                             | 1,291  |      |   | 985   
|Communications expense                    |  |                             | 1,509  |      |   | 1,387 
|Printing and supplies                     |  |                             | 446    |      |   | 295   
|Regulatory assessments and FDIC insurance |  |                             | 259    |      |   | 218   
|Ad valorem and franchise taxes            |  |                             | 676    |      |   | 596   
|Core deposit intangibles amortization     |  |                             | 2,492  |      |   | 2,145 
|Other                                     |  |                             | 1,570  |      |   | 2,009 
|                                          |  |                             |        |      |   |       
|Total non-staff expenses                  |  |                             | 12,990 |      |   | 11,969
|                                          |  |                             |        |      |   |       
|Total noninterest expense                 |  | $                           | 29,120 |      | $ | 27,271
|                                          |  |                             |        |      |   |       



|(1) |  | Includes stock-based compensation expense of $248,000 and $432,000 for the three months ended March 31, 2008 and 2007, respectively.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

Salaries and employee benefit expenses were $16.1 million for the quarter ended March 31, 2008 compared with $15.3 million for the quarter ended
March 31, 2007, an increase of $828,000 or 5.4%. The increase was principally due to annual employee pay increases, the Bank of Navasota acquisition, the acquisition of six branches of Banco Popular and the full quarter effect of the TXUI
acquisition. The number of full-time equivalent (FTE) associates employed by the Company decreased from 1,432 at March 31, 2007 compared with 1,374 at March 31, 2008.



21



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##### Table of Contents

Core deposit intangibles amortization increased $347,000, or 16.2%, to $2.5 million for the quarter ended
March 31, 2008 compared with $2.1 million during the same period in 2007. The increase was principally due to the acquisition of TXUI, the Bank of Navasota and the six branches of Banco Popular. Net occupancy and equipment expense increased
$352,000 from $2.5 million for the quarter ended March 31, 2007 compared with $2.8 million for the quarter ended March 31, 2008. The increase was primarily related to the full quarter effect of the additional banking centers acquired in
connection with the TXUI acquisition on January 31, 2007, and the additional banking centers acquired in connection with the Bank of Navasota acquisition on September 1, 2007 and the acquisition of six branches of Banco Popular on
January 10, 2008.

Income Taxes

Income tax expense increased $1.4 million to $11.4 million for the quarter ended March 31, 2008 compared with $10.0 million for the same period in 2007. The increase was primarily attributable to higher pretax net earnings for the
quarter ended March 31, 2008 compared with the same period in 2007. The Companys effective tax rate for the three months ended March 31, 2008 was 33.3% compared with 33.1% for the same period in 2007.

FINANCIAL CONDITION

Loan Portfolio

Total loans were $3.16 billion at March 31, 2008, an increase of $18.7 million or 0.6% compared with $3.14 billion at
December 31, 2007. The increase was primarily due to internal growth. Period end loans comprised 60.2% of average earning assets for the quarter ended March 31, 2008 compared with 62.2% of average earning assets for the quarter ended
December 31, 2007.

The following table summarizes the loan portfolio of the Company by type of loan as of March 31, 2008 and
December 31, 2007:



|                                    |  |                        |           |         |                  |   |        |   |           |  |       |  
|----------------------------------- |  | ---------------------- | --------- | ------- | ---------------- | - | ------ | - | --------- |  | ----- | -
|                                    |  | March 31,2008          |           |         | December 31,2007 |  
|                                    |  | Amount                 |           | Percent |                  |   | Amount |   | Percent   | 
|                                    |  | (Dollars in thousands) |          
|Commercial and industrial           |  | $                      | 436,238   |         | 13.8             | % |        | $ | 436,338   |  | 13.9  | %
|Real estate:                        |  |                        |           |         |                  |   |        |   |           |  |       |  
|Construction and land development   |  |                        | 664,679   |         | 21.0             |   |        |   | 683,171   |  | 21.7  |  
|1-4 family residential              |  |                        | 546,765   |         | 17.3             |   |        |   | 526,338   |  | 16.7  |  
|Home equity                         |  |                        | 94,559    |         | 3.0              |   |        |   | 93,877    |  | 3.0   |  
|Commercial mortgages                |  |                        | 1,095,506 |         | 34.6             |   |        |   | 1,075,285 |  | 34.3  |  
|Farmland                            |  |                        | 66,826    |         | 2.1              |   |        |   | 63,873    |  | 2.0   |  
|Multifamily residential             |  |                        | 66,162    |         | 2.1              |   |        |   | 73,424    |  | 2.3   |  
|Agriculture                         |  |                        | 52,520    |         | 1.7              |   |        |   | 50,146    |  | 1.6   |  
|Consumer (net of unearned discount) |  |                        | 121,975   |         | 3.9              |   |        |   | 123,213   |  | 3.9   |  
|Other                               |  |                        | 16,397    |         | 0.5              |   |        |   | 17,306    |  | 0.6   |  
|                                    |  |                        |           |         |                  |   |        |   |           |  |       |  
|Total loans                         |  | $                      | 3,161,627 |         | 100.0            | % |        | $ | 3,142,971 |  | 100.0 | %
|                                    |  |                        |           |         |                  |   |        |   |           |  |       |  

Nonperforming Assets

The Company had $17.6 million in nonperforming assets at March 31, 2008 and $15.4 million in nonperforming assets at December 31, 2007, an increase of $2.2 million or 14.1%. The ratio of nonperforming assets
to loans and other real estate was 0.55% at March 31, 2008 compared with 0.49% at December 31, 2007.

The Company generally
places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral fully
supports the carrying value of the loan. The Company generally charges off loans before attaining nonaccrual status.



22



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##### Table of Contents

The following table presents information regarding past due loans and nonperforming assets as of the
dates indicated:



|                                                          |  |                        |        |   |                  |   |        |  
|--------------------------------------------------------- |  | ---------------------- | ------ | - | ---------------- | - | ------ | -
|                                                          |  | March 31,2008          |        |   | December 31,2007 |  
|                                                          |  | (Dollars in thousands) |       
|Nonaccrual loans                                          |  | $                      | 1,332  |   |                  | $ | 1,035  |  
|Restructured loans                                        |  |                        |       |   |                  |   |       |  
|Accruing loans 90 or more days past due                   |  |                        | 4,484  |   |                  |   | 4,092  |  
|                                                          |  |                        |        |   |                  |   |        |  
|Total nonperforming loans                                 |  |                        | 5,816  |   |                  |   | 5,127  |  
|Repossessed assets                                        |  |                        | 126    |   |                  |   | 56     |  
|Other real estate                                         |  |                        | 11,612 |   |                  |   | 10,207 |  
|                                                          |  |                        |        |   |                  |   |        |  
|Total nonperforming assets                                |  | $                      | 17,554 |   |                  | $ | 15,390 |  
|                                                          |  |                        |        |   |                  |   |        |  
|Nonperforming assets to total loans and other real estate |  |                        | 0.55   | % |                  |   | 0.49   | %

Allowance for Credit Losses

Management actively monitors the Companys asset quality and provides specific loss allowances when necessary. The allowance for credit losses is a reserve established through charges to earnings in the form of a
provision for credit losses. Loans are charged-off against the allowance for credit losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses,
future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations. As of March 31, 2008, the allowance for credit losses amounted to $32.1 million or 1.01% of total loans compared
with $32.5 million or 1.04% of total loans at December 31, 2007.

Set forth below is an analysis of the allowance for credit losses
for the three months ended March 31, 2008 and the year ended December 31, 2007:



|                                                        |  |                                  |           |   |                             |   |           |  
|------------------------------------------------------- |  | -------------------------------- | --------- | - | --------------------------- | - | --------- | -
|                                                        |  | Three Months EndedMarch 31, 2008 |           |   | Year EndedDecember 31, 2007 |  
|                                                        |  | (Dollars in thousands)           |          
|Average loans outstanding                               |  | $                                | 3,143,174 |   |                             | $ | 3,092,797 |  
|                                                        |  |                                  |           |   |                             |   |           |  
|Gross loans outstanding at end of period                |  | $                                | 3,161,627 |   |                             | $ | 3,142,971 |  
|                                                        |  |                                  |           |   |                             |   |           |  
|Allowance for credit losses at beginning of period      |  | $                                | 32,543    |   |                             | $ | 23,990    |  
|Balance acquired with acquisitions                      |  |                                  |          |   |                             |   | 13,386    |  
|Provision for credit losses                             |  |                                  | 1,167     |   |                             |   | 760       |  
|Charge-offs:                                            |  |                                  |           |   |                             |   |           |  
|Commercial and industrial                               |  |                                  | (432      | ) |                             |   | (1,045    | )
|Real estate and agriculture                             |  |                                  | (1,089    | ) |                             |   | (4,143    | )
|Consumer                                                |  |                                  | (656      | ) |                             |   | (2,974    | )
|Recoveries:                                             |  |                                  |           |   |                             |   |           |  
|Commercial and industrial                               |  |                                  | 103       |   |                             |   | 1,175     |  
|Real estate and agriculture                             |  |                                  | 139       |   |                             |   | 208       |  
|Consumer                                                |  |                                  | 292       |   |                             |   | 1,186     |  
|                                                        |  |                                  |           |   |                             |   |           |  
|Net charge-offs                                         |  |                                  | (1,643    | ) |                             |   | (5,593    | )
|                                                        |  |                                  |           |   |                             |   |           |  
|Allowance for credit losses at end of period            |  | $                                | 32,067    |   |                             | $ | 32,543    |  
|                                                        |  |                                  |           |   |                             |   |           |  
|Ratio of allowance to end of period loans               |  |                                  | 1.01      | % |                             |   | 1.04      | %
|Ratio of net charge-offs to average loans (annualized)  |  |                                  | 0.21      | % |                             |   | 0.18      | %
|Ratio of allowance to end of period nonperforming loans |  |                                  | 551.4     | % |                             |   | 634.7     | %



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##### Table of Contents

Securities

The carrying cost of securities totaled $2.09 billion at March 31, 2008 compared with $1.86 billion at December 31, 2007, an increase of $228.8 million or 12.3%. At March 31, 2008, securities represented 32.3% of total assets
compared with 29.2% of total assets at December 31, 2007.

The following table summarizes the amortized cost of securities as of the
dates shown (available-for-sale securities are not adjusted for unrealized gains or losses):



|                                                                     |  |                        |           |                  |   |          
|-------------------------------------------------------------------- |  | ---------------------- | --------- | ---------------- | - | ---------
|                                                                     |  | March 31,2008          |           | December 31,2007
|                                                                     |  | (Dollars in thousands)
|U.S. Treasury securities and obligations of U.S. government agencies |  | $                      | 89,388    |                  | $ | 229,119  
|70% nontaxable preferred stock                                       |  |                        | 14,025    |                  |   | 14,025   
|States and political subdivisions                                    |  |                        | 86,062    |                  |   | 87,517   
|Corporate debt securities                                            |  |                        | 3,217     |                  |   | 3,215    
|Collateralized mortgage obligations                                  |  |                        | 212,881   |                  |   | 223,952  
|Mortgage-backed securities                                           |  |                        | 1,661,618 |                  |   | 1,282,338
|Qualified Zone Academy Bond (QZAB)                                   |  |                        | 8,000     |                  |   | 8,000    
|Equity securities                                                    |  |                        | 7,288     |                  |   | 7,260    
|                                                                     |  |                        |           |                  |   |          
|Total amortized cost                                                 |  | $                      | 2,082,479 |                  | $ | 1,855,426
|                                                                     |  |                        |           |                  |   |          
|Total fair value                                                     |  | $                      | 2,114,653 |                  | $ | 1,858,042
|                                                                     |  |                        |           |                  |   |          

Premises and Equipment

Premises and equipment, net of accumulated depreciation, totaled $123.8 million and $120.0 million at March 31, 2008 and December 31, 2007, respectively, an increase of $3.8 million or 3.1%. The increase was
primarily due to the six banking centers acquired from Banco Popular.

Deposits

Total deposits were $4.95 billion at March 31, 2008 compared with $4.97 billion at December 31, 2007, a decrease of $17.7 million or 0.4%. At
March 31, 2008, noninterest-bearing deposits accounted for approximately 24.3% of total deposits compared with 23.5% of total deposits at December 31, 2007. Interest-bearing demand deposits totaled $3.75 billion or 75.7% of total deposits
at March 31, 2008 compared with $3.80 billion or 76.5% of total deposits at December 31, 2007.

The following table summarizes
the daily average balances and weighted average rates paid on deposits for the periods indicated below:



|                                |  |                                 |           |             |                            |   |                |   |             |  |      |  
|------------------------------- |  | ------------------------------- | --------- | ----------- | -------------------------- | - | -------------- | - | ----------- |  | ---- | -
|                                |  | Three Months EndedMarch 31,2008 |           |             | Year EndedDecember 31,2007 |  
|                                |  | AverageBalance                  |           | AverageRate |                            |   | AverageBalance |   | AverageRate | 
|                                |  | (Dollars in thousands)          |          
|Interest-bearing demand         |  | $                               | 869,728   |             | 1.44                       | % |                | $ | 829,757     |  | 1.97 | %
|Regular savings                 |  |                                 | 233,814   |             | 0.76                       |   |                |   | 222,397     |  | 0.99 |  
|Money market savings            |  |                                 | 1,018,532 |             | 2.75                       |   |                |   | 983,187     |  | 3.34 |  
|Time deposits                   |  |                                 | 1,660,635 |             | 4.45                       |   |                |   | 1,549,064   |  | 4.60 |  
|                                |  |                                 |           |             |                            |   |                |   |             |  |      |  
|Total interest-bearing deposits |  |                                 | 3,782,709 |             | 3.07                       |   |                |   | 3,584,405   |  | 3.42 |  
|Noninterest-bearing deposits    |  |                                 | 1,155,210 |             |                           |   |                |   | 1,143,114   |  |     |  
|                                |  |                                 |           |             |                            |   |                |   |             |  |      |  
|Total deposits                  |  | $                               | 4,937,919 |             | 2.35                       | % |                | $ | 4,727,519   |  | 2.60 | %
|                                |  |                                 |           |             |                            |   |                |   |             |  |      |  



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##### Table of Contents

Other Borrowings

The Company utilizes borrowings to supplement deposits to fund its lending and investment activities. Borrowings consist of funds from the Federal Home Loan Bank (FHLB) and correspondent banks. FHLB
advances are considered short-term, overnight borrowings. At March 31, 2008, the Company had $95.0 million in FHLB advances and $30.4 million in FHLB long-term notes payable compared with no FHLB advances and $31.5 million in FHLB
long-term notes payable at December 31, 2007. The weighted average interest rate paid on the FHLB notes payable at period end was 5.3%. The maturity dates on the FHLB notes payable range from the years 2008 to 2028 and have interest rates
ranging from 3.08% to 6.26%. The highest outstanding balance of FHLB advances during the first quarter of 2008 was $185.0 million compared with $240.0 million during 2007. The Company had no federal funds purchased at March 31, 2008 or
December 31, 2007.

At March 31, 2008, the Company had $70.9 million in securities sold under repurchase agreements compared with
$84.6 million at December 31, 2007, a decrease of $13.6 million or 16.1%. The decrease was primarily due to normal customer activity.

The following table presents the Companys borrowings at March 31, 2008 and December 31, 2007:



|                                            |  |                        |         |                  |   |        
|------------------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------
|                                            |  | March 31,2008          |         | December 31,2007
|                                            |  | (Dollars in thousands)
|FHLB advances                               |  | $                      | 95,000  |                  | $ |       
|FHLB long-term notes payable                |  |                        | 30,360  |                  |   | 31,466 
|                                            |  |                        |         |                  |   |        
|Total other borrowings                      |  |                        | 125,360 |                  |   | 31,466 
|Federal funds purchased                     |  |                        |        |                  |   |       
|Securities sold under repurchase agreements |  |                        | 70,942  |                  |   | 84,581 
|                                            |  |                        |         |                  |   |        
|Total                                       |  | $                      | 196,302 |                  | $ | 116,047
|                                            |  |                        |         |                  |   |        

Junior Subordinated Debentures

At March 31, 2008 and December 31, 2007, the Company had outstanding $112.9 million in junior subordinated debentures issued to the
Companys unconsolidated subsidiary trusts.



25



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##### Table of Contents

A summary of pertinent information related to the Companys ten issues of junior subordinated
debentures outstanding at March 31, 2008 is set forth in the table below:



|                               |  |                |  |                                     |            |                  |                                           |                                      |   |                 |  |               
|------------------------------ |  | -------------- |  | ----------------------------------- | ---------- | ---------------- | ----------------------------------------- | ------------------------------------ | - | --------------- |  | --------------
|Description                    |  | Issuance Date  |  | TrustPreferredSecuritiesOutstanding |            | Interest Rate(1) |                                           | JuniorSubordinatedDebt Owedto Trusts |   | MaturityDate(2)
|Prosperity Statutory Trust II  |  | July 31, 2001  |  | $                                   | 15,000,000 |                  | 3 month LIBOR+ 3.58%, not toexceed 12.50% |                                      | $ | 15,464,000      |  | July 31, 2031 
|Prosperity Statutory Trust III |  | Aug. 15, 2003  |  |                                     | 12,500,000 |                  | 6.50%(3)                                  |                                      |   | 12,887,000      |  | Sept. 17, 2033
|Prosperity Statutory Trust IV  |  | Dec. 30, 2003  |  |                                     | 12,500,000 |                  | 6.50%(4)                                  |                                      |   | 12,887,000      |  | Dec. 30, 2033 
|SNB Statutory Trust II(5)      |  | Mar. 26, 2003  |  |                                     | 10,000,000 |                  | 3 month LIBOR +3.15%                      |                                      |   | 10,310,000      |  | Mar. 26, 2033 
|SNB Capital Trust III(5, 6)    |  | Mar. 27, 2003  |  |                                     | 10,000,000 |                  | 3 month LIBOR +3.15%                      |                                      |   | 10,310,000      |  | Mar. 27, 2033 
|SNB Capital Trust IV(5)        |  | Sept. 25, 2003 |  |                                     | 10,000,000 |                  | 3 month LIBOR +3.00%                      |                                      |   | 10,310,000      |  | Sept. 25, 2033
|TXUI Statutory Trust I(7)      |  | Sept. 07, 2000 |  |                                     | 7,000,000  |                  | 10.60%                                    |                                      |   | 7,210,000       |  | Sept. 07, 2030
|TXUI Statutory Trust II(7)     |  | Dec. 19, 2003  |  |                                     | 5,000,000  |                  | 6.45%(8)                                  |                                      |   | 5,155,000       |  | Dec. 19, 2033 
|TXUI Statutory Trust III(7)    |  | Nov. 30, 2005  |  |                                     | 15,500,000 |                  | 3 month LIBOR +1.39%                      |                                      |   | 15,980,000      |  | Dec. 15, 2035 
|TXUI Statutory Trust IV(7)     |  | Mar. 31, 2006  |  |                                     | 12,000,000 |                  | 3 month LIBOR +1.39%                      |                                      |   | 12,372,000      |  | June 30, 2036 



|(1) |  | The 3-month LIBOR in effect as of March 31, 2008 was 2.69%.
|--- |  | -----------------------------------------------------------

|(2) |  | All debentures are callable five years from issuance date except for TXUI Statutory Trust I which is callable ten years from issuance date.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The debentures bear a fixed interest rate until September 17, 2008, when the rate begins to float on a quarterly basis based on the three-month LIBOR plus 3.00%.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | The debentures bear a fixed interest rate until December 30, 2008, when the rate begins to float on a quarterly basis based on the three-month LIBOR plus 2.85%.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Assumed in connection with the SNB acquisition on April 1, 2006.
|--- |  | ----------------------------------------------------------------

|(6) |  | Subsequently redeemed on April 7, 2008.
|--- |  | ---------------------------------------

|(7) |  | Assumed in connection with the TXUI acquisition on January 31, 2007.
|--- |  | --------------------------------------------------------------------

|(8) |  | The debentures bear a fixed interest rate until December 19, 2008, when the rate begins to float on a quarterly basis based on the three-month LIBOR plus 2.85%.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Liquidity

Liquidity
involves the Companys ability to raise funds to support asset growth or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate the Company on an ongoing basis. The
Companys liquidity needs have primarily been met by growth in core deposits and the issuance of junior subordinated debentures. Although access to purchased funds from correspondent banks is available and has been utilized on occasion to take
advantage of investment opportunities, the Company does not generally rely on these external funding sources.



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The cash and federal funds sold position, supplemented by amortizing investment and loan portfolios, have generally created an adequate liquidity position.

Asset liquidity is provided by cash and assets which are readily marketable or which will mature in the near future. As of March 31,
2008, the Company had cash and cash equivalents of $191.8 million compared with $371.1 million at December 31, 2007. The decrease of $179.3 million is due to a reduction in federal funds sold of $160.8 million and a reduction in cash and due
from banks of $18.5 million.

Contractual Obligations

The following table summarizes the Companys contractual obligations and other commitments to make future payments as of March 31, 2008 (other than deposit obligations). The Companys future cash
payments associated with its contractual obligations pursuant to its junior subordinated debentures, FHLB notes payable and operating leases as of March 31, 2008 are summarized below. Payments for FHLB notes payable includes interest of $7.7
million that will be paid over the future periods presented. Payments related to leases are based on actual payments specified in underlying contracts.



|                                     |  |                        |       |                 |   |                 |  |            |       |       |   |         |  |   |        
|------------------------------------ |  | ---------------------- | ----- | --------------- | - | --------------- |  | ---------- | ----- | ----- | - | ------- |  | - | -------
|                                     |  | Payments due in:      
|                                     |  | RemainingFiscal 2008   |       | Fiscal2009-2010 |   | Fiscal2011-2012 |  | Thereafter |       | Total
|                                     |  | (Dollars in thousands)
|Junior subordinated debentures       |  | $                      |      |                 | $ |                |  | $          |      |       | $ | 112,885 |  | $ | 112,885
|Federal Home Loan Bank notes payable |  |                        | 1,941 |                 |   | 17,621          |  |            | 4,013 |       |   | 14,440  |  |   | 38,015 
|Operating leases                     |  |                        | 2,666 |                 |   | 5,121           |  |            | 2,703 |       |   | 2,640   |  |   | 13,130 
|                                     |  |                        |       |                 |   |                 |  |            |       |       |   |         |  |   |        
|Total                                |  | $                      | 4,607 |                 | $ | 22,742          |  | $          | 6,716 |       | $ | 129,965 |  | $ | 164,030
|                                     |  |                        |       |                 |   |                 |  |            |       |       |   |         |  |   |        

Off-Balance Sheet Items

In the normal course of business, the Company enters into various transactions, which, in accordance with accounting principles generally accepted in the United States, are not included in its consolidated balance
sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and
interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Companys commitments associated with
outstanding standby letters of credit and commitments to extend credit as of March 31, 2008 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not
necessarily reflect the actual future cash funding requirements:



|                             |  |                        |         |                 |   |                 |  |            |       |       |   |        |  |   |        
|---------------------------- |  | ---------------------- | ------- | --------------- | - | --------------- |  | ---------- | ----- | ----- | - | ------ |  | - | -------
|                             |  | RemainingFiscal 2008   |         | Fiscal2009-2010 |   | Fiscal2011-2012 |  | Thereafter |       | Total
|                             |  | (Dollars in thousands)
|Standby letters of credit    |  | $                      | 12,147  |                 | $ | 3,725           |  | $          | 687   |       | $ | 347    |  | $ | 16,906 
|Commitments to extend credit |  |                        | 420,830 |                 |   | 129,507         |  |            | 3,868 |       |   | 90,634 |  |   | 644,839
|                             |  |                        |         |                 |   |                 |  |            |       |       |   |        |  |   |        
|Total                        |  | $                      | 432,977 |                 | $ | 133,232         |  | $          | 4,555 |       | $ | 90,981 |  | $ | 661,745
|                             |  |                        |         |                 |   |                 |  |            |       |       |   |        |  |   |        

Capital Resources

Total shareholders equity was $1.15 billion at March 31, 2008 compared with $1.13 billion at December 31, 2007, an increase of $18.6 million or 1.7%. The increase was due primarily to net earnings of
$22.9 million partially offset by dividends paid of $5.5 million for the three months ended March 31, 2008.

Both the Board of
Governors of the Federal Reserve System, with respect to the Company, and the Federal Deposit Insurance Corporation (FDIC), with respect to the Bank, have established certain minimum risk-based capital standards that apply to bank
holding companies and federally insured banks. As of March 31, 2008, the Companys Tier 1 risk-based capital, total risk-based capital and leverage capital ratios were 13.09%, 14.04% and 7.84%, respectively. As of March 31, 2008, the
Banks risk-based capital ratios were above the levels required for the Bank to be designated as well capitalized by the FDIC, with Tier-1 risk-based capital, total risk-based capital and leverage capital ratios of 11.39%, 12.35%
and 6.83%, respectively.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company manages market risk, which for
the Company is primarily interest rate risk, through its Asset Liability Committee which is composed of senior officers of the Company, in accordance with policies approved by the Companys Board of Directors.

The Company uses simulation analysis to examine the potential effects of market changes on net interest income and market value. The Company considers
macroeconomic variables, Company strategy, liquidity and other factors as it quantifies market risk. See the Companys Annual Report on Form 10-K, Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations-Interest Rate Sensitivity and Liquidity which was filed on March 1, 2008 for further discussion.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.As of the end of
the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) were effective as of the end of the period covered by this
report.

Changes in internal control over financial reporting. There were no changes in the Companys internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Neither the Company nor the Bank is currently a party to any material legal
proceeding.

ITEM 1A. RISK FACTORS

There have been no material changes in the Companys risk factors from those
disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



| | a. |  | Not applicable
| | -- |  | --------------

| | b. |  | Not applicable
| | -- |  | --------------

| | c. |  | Not applicable
| | -- |  | --------------

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Not applicable



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ITEM 6. EXHIBITS



|               |    |  |                                                                                                                                                                                                                                                
|-------------- | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |    |  | Description of Exhibit                                                                                                                                                                                                                         
|3.1            |    |  | Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1
(Registration No. 333-63267) (the Registration Statement))
|               |   
|3.2            |    |  | Articles of Amendment to Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 to the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006)   
|               |   
|3.3            |    |  | Amended and Restated Bylaws of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on October 19,
2007)                                                             
|               |   
|4.1            |    |  | Form of certificate representing shares of the Companys common stock (incorporated by reference to Exhibit 4 to the Registration Statement)                                                                                                   
|               |   
|31.1           | *  |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                     
|               |   
|31.2           | *  |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                     
|               |   
|32.1           | ** |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                             
|               |   
|32.2           | ** |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                             



|* |  | Filed with this Quarterly Report on Form 10-Q.
|- |  | ----------------------------------------------

|** |  | Furnished with this Quarterly Report on Form 10-Q.
|-- |  | --------------------------------------------------



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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 thereunto duly authorized.



| |  |       |  |         |  |                              
| |  | ----- |  | ------- |  | -----------------------------
| |  |       |  |         |  | PROSPERITY BANCSHARES, INC. ®
| |  |       |  |         |  | (Registrant)                 
| |  |       | 
| |  | Date: |  | 05/9/08 |  | /s/ David Zalman             
| |  |       |  |         |  | David Zalman                 
| |  |       |  |         |  | Chief Executive Officer      
| |  |       | 
| |  | Date: |  | 05/9/08 |  | /s/ David Hollaway           
| |  |       |  |         |  | David Hollaway               
| |  |       |  |         |  | Chief Financial Officer      



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