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Prosperity Bancshares, Inc.® To Merge With F&M Bancorporation Inc. In Tulsa, Oklahoma

Stocks in this article: PB

FMBC was advised in this transaction by J.P. Morgan Securities LLC as financial advisor, Norton Rose Fulbright LLP as legal counsel and Fenimore, Kay, Harrison & Ford, LLP as regulatory counsel.  Bracewell & Giuliani LLP was legal counsel to Prosperity and Keefe, Bruyette & Woods, Inc. served as an advisor to Prosperity.

In addition to the information contained within this announcement, an Investor Presentation has been posted on Prosperity's website ( www.prosperitybankusa.com) containing additional information regarding this merger.

Conference Call

Prosperity's management team will host a conference call on Thursday, August 29, 2013 at 11:00 a.m. Eastern Standard Time ( 10:00 a.m. Central Standard Time) to discuss this transaction. Individuals and investment professionals may participate in the call by dialing 866-952-7528, the reference code is PBUS.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Prosperity's website at http://www.prosperitybankusa.com. The webcast may be accessed directly from Prosperity's home page by clicking the "About Us" tab and then the "Presentations & Calls" link.

Prosperity Bancshares, Inc. ®

Prosperity Bancshares, Inc. ® is a Houston, Texas based regional financial holding company, formed in 1983 with $16.3 billion in assets. Operating under a community banking philosophy and seeking to develop broad customer relationships based on service and convenience, Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services at http://www.prosperitybankusa.com, Retail Brokerage Services, MasterMoney Debit Cards, Credit Cards, 24 hour voice response banking, Trust and Wealth Management and Mobile Banking.  Prosperity currently operates two hundred nineteen (219) full service banking locations; fifty-eight (58) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-five (35) in the Dallas/Fort Worth area; twenty-two (22) in the East Texas area; thirty-four (34) in the Central Texas area including Austin and San Antonio; thirty-four (34) in the West Texas area including Lubbock, Midland/ Odessa and Abilene; ten (10) in the Bryan/College Station area; and six (6) in the Central Oklahoma area.

In connection with the proposed merger of F&M Bancorporation Inc. into Prosperity Bancshares, Prosperity Bancshares will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Prosperity Bancshares' common stock to be issued to the shareholders of F&M Bancorporation Inc.  The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of F&M Bancorporation Inc. seeking their approval of the proposed transaction.

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