PROSPERITY BANCSHARES INC — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROSPERITY BANCSHARES INC (PRSP)
CIK: 0001068851
Period of Report: 2011-02-03

Reporting Person: Fisher Peter (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-03	Common Stock	M	30000	$19.01	Acquired	44637	Direct
2011-02-03	Common Stock	M	12000	$27.02	Acquired	56637	Direct
2011-02-03	Common Stock	S	42000	$41.5509	Disposed	14637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-03	Employee Stock Option (right to buy)	$19.01	M	30000	Disposed	2012-09-03	Common Stock (30000)	Direct
2011-02-03	Employee Stock Option (right to buy)	$27.02	M	12000	Disposed	2014-10-19	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2972	Indirect
Common Stock	8332	Indirect

Footnotes

F1: Includes 424 shares acquired through the Prosperity Bancshares, Inc. 401(k) Plan since the last Form 4 filed by the reporting person.

F2: Option became fully vested on September 3, 2007.

F3: There was no price associated with this stock option grant.

F4: Option became fully vested on October 19, 2009.