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Prosperity Bancshares, Inc.® Completes Merger With American State Financial Corporation

HOUSTON, July 2, 2012 /PRNewswire/ -- Prosperity Bancshares, Inc.® (NYSE: PB), the parent company of Prosperity Bank®, (collectively referred to as "Prosperity") announced the completion of the merger with American State Financial Corporation and its wholly owned subsidiary American State Bank (collectively referred to as "ASB") whereby American State Bank was merged with and into Prosperity Bank effective on July 1, 2012.

American State Bank operated thirty-seven (37) banking offices in eighteen (18) counties across West Texas. As of March 31, 2012, ASB, on a consolidated basis, reported total assets of $3.16 billion, total loans of $1.24 billion and total deposits of $2.51 billion.

Under the terms of the definitive agreement, Prosperity issued approximately 8.525 million shares of Prosperity common stock plus $178.5 million in cash for all outstanding shares of American State Financial Corporation capital stock.

W. R. Collier, Chairman and Chief Executive Officer of ASB will become a director of Prosperity Bancshares effective as of the first Board meeting held following completion of the merger, which is scheduled for August 21, 2012 and will serve as Prosperity's Senior Chairman – West Texas Area.  Michael F. Epps, ASB's President, will serve as Chairman – West Texas Area and will be responsible for the day to day operations and management of all West Texas locations.  Tony Whitehead, ASB's Lubbock Division President, will serve as President – West Texas Area and will be responsible for credit approvals in West Texas.  Gary Galbraith, ASB's Abilene Division President, will serve as a Regional President and will continue to be responsible for all locations in the Abilene Region.  Mike Marshall, ASB's Midland/Odessa Division President, will serve as a Regional President and will continue to be responsible for all locations in the Midland/Odessa Region.  Finally, E. K. Hufstedler, ASB's Metroplex Division President, will serve as a Regional President and continue to manage the former ASB locations in the DFW Metroplex.

In addition, Scott Collier, Mark Kirkpatrick, Van May and Don Pickering will all be joining the Board of Directors of Prosperity Bank effective as of the first Board meeting following completion of the merger, which is scheduled for July 17, 2012. Mr. Collier is in the construction business.  Mr. Kirkpatrick is a rancher and is also in the oil and gas business.  Mr. May is in agribusiness and Mr. Pickering is in manufacturing.

"The closing of this merger with our partners in West Texas from American State Bank is an exciting event in our bank's history.  Over the past few months as we have worked closely with Mr. Collier and his team, we have found an extraordinary bank in West Texas that we believe will complement our existing footprint in Texas," commented David Zalman, Chairman and Chief Executive Officer of Prosperity.  "Upon the completion of our operational integration, the customers of American State Bank will be able to use any of our locations across the state of Texas."

"We are very excited about becoming a part of the Prosperity Bank family," said W.R. Collier, Chairman and Chief Executive Officer of ASB.  "This merger provides our customers with significantly expanded banking opportunities while maintaining our community bank approach to doing business."

ASB was advised in this transaction by Sandler O'Neill + Partners, L.P. as financial advisor and Hunton & Williams LLP as legal counsel. Keefe, Bruyette & Woods, Inc. was the financial advisor and Bracewell & Guiliani LLP was legal counsel to Prosperity. 

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