EXHIBIT 99.1

2

“Safe Harbor”

Statement

“Safe Harbor”

Statement

under the Private Securities Litigation Reform Act of 1995

Statements contained in this presentation which are not historical

facts and which pertain to future operating results of Prosperity

Bank and its subsidiaries constitute “forward-looking statements”

within the meaning of the Private Securities Litigation reform Act of

1995. These forward-looking statements involve significant risks and

uncertainties. Actual results may differ materially from the results

discussed in these forward-looking statements. Factors that might

cause such a difference include, but are not limited to, those

discussed in the company’s periodic filings with the SEC. Copies of

the

SEC

filings

for

Prosperity

Bancshares

®

may

be

downloaded

from

the Internet at no charge from www.prosperitybanktx.com.

3

Corporate Profile

Corporate Profile

A Texas based Financial Holding Company with approximately $9 billion

in assets

2    largest Texas based commercial bank by Texas deposits

Strong

balance

sheet

growth

–

10

year

CAGR

of

36%

loans,

34%

deposits and 36% assets

Strong

earnings

growth

–

10

year

CAGR

of

14%

for

EPS

(diluted)

and

34% for net income

Shareholder driven with approximately 11% inside ownership

Excellent

asset

quality

–

Net

Charge

Offs

/

Average

Loans

of

0.07%

for

three months ending September 30, 2009

Excellent

cost

control

–

under

50%

efficiency

ratio

Since 2000, integrated over 20 successful acquisitions

a Track Record of Success

nd

4

3Q09 Highlights

3Q09 Highlights

Net Interest Margin was 4.08% for the three months ended September

30, 2009

Non-

Performing Assets to Average Earning Assets remain low at 0.29%

or $21.920 million

Strong Earnings of $29.322 million or $0.63 per share (diluted) and

1.32% Return on Assets for the three months ended September 30, 2009

Tangible Common Equity Ratio increases 29 basis points to 5.13%

5

Banking Center Network

Banking Center Network

Sources:  SNL Financial and MapPoint

Texas has five of the

nation’s top 20 cities

in population:

4  Houston

7  San Antonio

9  Dallas

16  Austin

17  Fort Worth

158 Full Service Locations

9

in Bryan/ College Station Area

27

in Central Texas Area

24

in Dallas/ Fort Worth Area

20

in East Texas Area

51

in Houston Area

27

in South Texas Area

The Houston MSA is

the nation’s 6th

largest regional area

with 5.6 million

residents

The Dallas/ Fort

Worth MSA is the

nation’s 4th largest

regional area with

6.1 million residents

6

Balance Sheet Summary

Balance Sheet Summary

$0

$1,200

$2,400

$3,600

$4,800

$6,000

$7,200

$8,400

$9,600

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

3Q09

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

Loans

Deposits

Assets

Equity

As Originally Reported

$ in millions

Total footings as of 9/30/09

Loans = $3.41 bil.

Deposits = $7.12 bil.

Assets = $8.96 bil.

5 year CAGR

Loans = 36%

Deposits = 29%

Assets = 31%

7

$1.36

$1.59

$1.77

$2.09

$2.06

$0.53

$0.63

$1.94

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

$2.00

$2.25

2003

2004

2005

2006

2007

2008

3Q 2008

3Q 2009

EPS Growth Diluted

EPS Growth Diluted

*Excludes

the

non-cash

after

tax

impairment

charge

related

to

FNMA/FLHMC

preferred

stock

of

$6.5

million.

**Excludes

the

non-cash

after

tax

impairment

charge

related

to

FNMA/FLHMC

preferred

stock

of

$9.1

million.

***Excludes

the

non-cash

after

tax

impairment

charge

related

to

FNMA/FLHMC

preferred

stock

of

$9.1

million;

the

5

year

CAGR

as

reported

is

6.5%.

*

**

**

8

Deposit Composition

Deposit Composition

Non-interest

Bearing DDA

20.70%

MMA &

Savings

28.13%

Interest

Bearing DDA

14.99%

CDs & IRAs

<$100,000

18.11%

CDs & IRAs

>$100,000

18.07%

$ in thousands

3Q09 Cost of Deposits= 1.26%

September 30, 2009

Amount

Non-interest Bearing DDA

$

1,473,189

20.70

%

Interst Bearing DDA

1,066,778

14.99

MMA & Savings

2,002,423

28.13

CD's & IRA's<100m

1,289,362

18.11

CD's & IRA's>100m

1,286,241

18.07

Total Deposits

$

7,117,993

100.00

    

%

% of total

9

Net Interest Margin

*

Net Interest Margin

*

4.04%

4.08%

3.98%

3.65%

4.15%

4.10%

4.12%

4.07%

4.09%

4.03%

3.93%

3.60%

3.70%

3.80%

3.90%

4.00%

4.10%

4.20%

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

Net

Interest

Margin

for

2007

-

4.06%

and

for

2008

–

3.96%

* Tax equivalent - annualized 

$0

$400

$800

$1,200

$1,600

$2,000

$2,400

$2,800

$3,200

$3,600

2003

2004

2005

2006

2007

2008

3Q08

3Q09

30.00%

35.00%

40.00%

45.00%

50.00%

55.00%

60.00%

65.00%

70.00%

Loans

Loan / Deposit

Ratio

10

Loan Growth

Loan Growth

$ in millions

11

Loan Portfolio

Loan Portfolio

Home Equity

3%

Agriculture

4%

Consumer

3%

1-4 Family

Residential

20%

Commercial

13%

Construction

17%

Commercial

R.E.

39.25%

$ in thousands

Loans/ Deposits: 47.6%

September 30, 2009

Construction Loan Breakout

Approximate $ in million

Single Family:             

Land Development:

Raw Land:

Lots:                                     

Commercial/ Other:             

CRE Loan Breakout

Approximate $ in million

Owner Occupied:     

$616

Office Building:              

$82

Multi-family:                

$74

Strip Center:

$152

Church:

$87

Other:

$325

Amount

Commercial R.E.

$

1,336,454

39.25

%

Commercial

439,848

12.91

Construction

564,106

16.56

1-4 Family Residential

692,885

20.34

Consumer

110,795

3.25

Agriculture

145,176

4.26

Home Equity

116,873

3.43

Gross Loans

$

3,406,137

100.0

%

% of total

$152

$77

$84

$151

$99

Asset Quality –

NPA*/ Loans + OREO

*

Includes loans past due 90 days and still accruing

Asset Quality –

NPA*/ Loans + OREO

*

Includes loans past due 90 days and still accruing

Source: SNL Financial

Texas Peer Group Includes: CFR, EBTX, FFIN, FBTX, IBOC, MCBI, SBSI, SNBI, SBIB, SBIT, TCBI, TRBS & TXUI

^ SNBI, SBIT, TRBS & TXUI have been acquired and were excluded from 2006 & 2007 and FBTX failed and was excluded from 2008

Note:

3Q09

does

not

include

IBOC

as

they

have

yet

to

report

3Q09

earnings

12

0.40%

0.49%

0.05%

0.09%

0.17%

0.13%

0.38%

0.00%

0.64%

0.45%

2.26%

1.18%

0.84%

1.02%

0.97%

0.83%

0.70%

0.97%

1.46%

3.22%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

2001

2002

2003

2004

2005

2006^

2007^

2008^

3Q08^

3Q09^

PRSP NPA*/Loans + OREO

Peer NPA*/Loans + OREO

Asset Quality –

NCO/Average Loans

Asset Quality –

NCO/Average Loans

0.23%

0.54%

0.06%

0.08%

0.06%

0.03%

0.04%

0.18%

0.23%

0.22%

0.30%

0.32%

0.30%

0.19%

0.20%

0.19%

0.13%

0.48%

0.44%

1.13%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

2001

2002

2003

2004

2005

2006^

2007^

2008^

3Q08^

3Q09^

PRSP NCO / Loans

Peer NCO / Loans

Source: SNL Financial

Texas Peer Group Includes: CFR, EBTX, FFIN, FBTX, IBOC, MCBI, SBSI, SNBI, SBIB, SBIT, TCBI, TRBS & TXUI

^ SNBI, SBIT, TRBS & TXUI have been acquired and were excluded from 2006 & 2007 and FBTX failed and was excluded from 2008

Note:

3Q09

does

not

include

IBOC

as

they

have

yet

to

report

3Q09

earnings

(Annualized)

13

14

Contact Information

Contact Information

Corporate Headquarters

Investor Contacts

Prosperity Bank Plaza

David Zalman

4295 San Felipe

Chairman & Chief Executive Officer

Houston, Texas  77027

979.543.2200

281.269.7199  Telephone

Dan Rollins

281.269-7222  Fax

President & Chief Operating Officer

281.269.7199

David Hollaway

Chief Financial Officer

979.543.2200

david.zalman@prosperitybanktx.com

www.prosperitybanktx.com

dan.rollins@prosperitybanktx.com

david.hollaway@prosperitybanktx.com

3rd Quarter 2009 Earnings

16

Financial Highlights

Financial Highlights

*ROAA,

ROAE,

and

ROAE

tangible

does

not

include

the

non-cash

after

tax

impairment

charge

related

to

FNMA/FLHMC

preferred

stock

of

$6.5

million.

**ROAA,

ROAE,

and

ROAE

tangible

does

not

include

the

non-cash

after

tax

impairment

charge

related

to

FNMA/FLHMC

preferred

stock

of

$9.1

million.

As Originally Reported                                          

($ in thousands, except EPS)

2004

2005

2006

2007

2008

3Q08

3Q09

Non Interest Income

$23,071

$30,021

$33,982

$52,923

$52,370

$13,117

$15,236

Net Interest Income

$81,967

$110,897

$138,145

$200,435

$227,729

$57,806

$77,413

Net Income

$34,707

$47,860

$61,725

$90,635*

$93,623**

$24,563**

$29,322

Book Value Per Share

$12.32

$16.69

$20.26

$25.54

$27.24

$26.68

$28.75

Tangible Book Value Per Share

$4.96

$6.48

$6.62

$7.42

$7.43

$8.08

$8.93

ROAA

1.36%

1.42%

1.49%

1.49%

1.33%

1.44%**

1.32%

ROAE

14.27%

11.56%

10.24%

8.72%

7.85%

8.02%**

8.93%

ROAE-

tangible

33.41%

29.88%

31.53%

32.34%

26.77%

26.76%**

29.34%

Efficiency Ratio

49.45%

48.93%

45.29%

46.29%

46.51%

45.43%

44.46%

Leverage Ratio

6.30%

7.83%

7.76%

8.09%

5.68%

7.75%

6.09%

Tier I Risk Capital

13.56%

15.34%

13.52%

13.13%

9.89%

12.71%

11.85%

Total Risk Capital

14.67%

16.37%

14.55%

14.11%

10.76%

13.65%

13.01%

Tangible Ratio

4.38%

5.46%

5.24%

5.88%

4.19%

6.28%

5.13%

17

PRSP Acquisitions

PRSP Acquisitions

Branch Acquisitions

Date of

Announcement

Seller

# of

Branches

Branch

Type

Branch

Locale

State

Amount of

Deposits

Transferred

($000)

Deposit

Premium

($000)

Premium/

Deposits (%)

Assets

Transferred:

Loan? Yor

N

1

11/7/2008

Franklin Bank

46

Bank

TX

3,700,000

60,000

1.71

Yes

2

10/22/2007

Banco

Popular North America

6

Bank

TX

140,000

NA

10.1

Yes

3

6/15/2000

Compass Bancshares, Inc.

5

Bank

TX

87,000

NA

NA

Yes

4

2/27/1998

Grimes County Capital Corporation

1

Bank

TX

5,900

250

4.24

No

5

3/30/1997

Wells Fargo & Company

1

Bank

TX

NA

NA

NA

No

6

3/11/1996

Victoria Bankshares, Inc.

1

Bank

TX

46,000

NA

NA

Yes

Date of

Announcement

Seller

# of

Branches

City

State

Type

Consideration

Accounting

Method

PRSP

Assets

($000)

Sellers'

Assets

($000)

Sellers'

Assets

Contribution

(%)

Deal

Value

($000)

1

02/07/08

1st Choice Bancorp, Inc.

1

Houston

TX

Bank

Mixed

Purchase

6,372,343

313,900

4.69

66.2

2

05/01/07

The Bank of Navasota

1

Navasota

TX

Bank

Common Stock

Purchase

6,247,926

72,300

1.14

17.1

3

07/19/06

Texas United Bancshares, Inc.

34

La Grange

TX

Bank

Common Stock

Purchase

4,547,220

1,818,000

27.82

357.1

4

11/16/05

SNB Bancshares, Inc.

6

Houston

TX

Bank

Mixed

Purchase

3,493,972

1,121,747

24.30

242.7

5

09/12/05

Grapeland Bancshares, Inc.

2

Grapeland

TX

Bank

Common Stock

Purchase

3,479,747

73,000

2.15

7.3

6

10/26/04

FirstCapital

Bankers,

Inc.

20

Corpus Christi

TX

Thrift

Common Stock

Purchase

2,709,169

773,566

22.21

135.7

7

05/12/04

Village Bank and Trust

1

Austin

TX

Thrift

Cash

Purchase

2,449,553

110,400

4.31

20.2

8

04/26/04

Liberty Bank

4

Austin

TX

Thrift

Mixed

Purchase

2,449,553

186,000

7.06

42.0

9

10/06/03

First State Bank of North Texas

3

Dallas

TX

Bank

Mixed

Purchase

2,078,532

93,900

4.32

21.3

10

07/21/03

Mainbancorp

3

Dallas

TX

Bank

Mixed

Purchase

1,983,277

195,700

8.98

39.7

11

03/05/03

BankDallas

SSB

1

Dallas

TX

Thrift

Cash

Purchase

1,822,256

40,716

2.19

7.0

12

02/03/03

Abrams Centre Bancshares, Inc.

1

Dallas

TX

Bank

Cash

Purchase

1,822,256

95,388

4.97

16.3

13

08/15/02

First National Bank of Bay City

1

Bay City

TX

Bank

Cash

Purchase

1,360,356

28,174

2.03

5.0

14

07/15/02

Southwest Bank Holding Company

2

Dallas

TX

Bank

Cash

Purchase

1,289,637

127,055

8.97

21.0

15

05/02/02

Paradigm Bancorporation, Incorporated

8

Houston

TX

Bank

Common Stock

Purchase

1,289,637

259,262

16.74

41.6

16

04/26/02

First State Bank

1

Needville

TX

Bank

Cash

Purchase

1,289,637

17,539

1.36

3.7

17

02/22/02

Texas Guaranty Bank, N.A.

2

Houston

TX

Bank

Cash

Purchase

1,262,152

75,019

5.61

11.8

18

11/08/00

Commercial Bancshares, Inc.

12

Houston

TX

Bank

Common Stock

Pooling

693,079

401,271

36.67

53.3

19

06/21/99

South Texas Bancshares, Inc.

3

Beeville

TX

Bank

Cash

Purchase

461,903

142,091

23.53

23.4

20

06/05/98

Union State Bank

1

East Bernard

TX

Bank

Cash

Purchase

339,287

79,174

18.92

17.6

At Announcement

18

Historical Loan Composition

Historical Loan Composition

$ in millions

CAGR

Loan Composition

Commercial

$

94.0

12.2%

$

144.4

13.9%

$

222.8

14.4%

$

297.7

13.7%

$

453.6

14.5%

$

499.1

14.0%

39.6%

Construction

$

36.5

4.7%

$

109.6

10.6%

$

206.7

13.4%

$

433.2

19.9%

$

683.2

21.7%

$

666.1

18.6%

78.8%

1-4 Family Residential

$

237.1

30.8%

$

260.5

25.2%

$

313.2

20.3%

$

377.0

17.3%

$

526.3

16.7%

$

668.1

18.7%

23.0%

Home Equity

$

27.9

3.6%

$

34.5

3.3%

$

58.7

3.8%

$

63.4

2.9%

$

93.9

3.0%

$

107.0

3.0%

30.8%

Commercial Real Estate

$

283.8

36.9%

$

389.6

37.7%

$

619.3

40.3%

$

881.1

40.5%

$

1,148.7

36.6%

$

1,343.4

37.7%

36.5%

Agriculture

$

35.9

4.7%

$

44.1

4.2%

$

56.3

3.6%

$

57.4

2.6%

$

114.0

3.6%

$

145.7

4.1%

32.3%

Consumer

$

54.8

7.1%

$

52.9

5.1%

$

65.1

4.2%

$

66.7

3.1%

$

123.2

3.9%

$

137.7

3.9%

20.2%

Total Loans

$

770.0

100.0%

$

1,035.6

100.0%

$

1,542.1

100.0%

$

2,176.5

100.0%

$

3,142.9

100.0%

$

3,567.1

100.0%

35.9%

12/31/2008

12/31/2007

12/31/2006

12/31/2003

12/31/2004

12/31/2005

3rd Quarter 2009 Earnings