0001193125-09-002580 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Prosperity Bancshares Inc • State commercial banks • Texas

This Second Amended and Restated Employment Agreement (“Agreement”), dated as of January 1, 1998 (the “Effective Date”), previously amended and restated on January 18, 2005, and further amended and restated to be effective January 1, 2009, is by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank (formerly known as First Prosperity Bank), a Texas banking association and wholly owned subsidiary of the Company (the “Bank” and together with the Company, the “Employer”), and David Zalman, an individual residing in El Campo, Wharton County, Texas (the “Employee”). This Agreement amends and restates the Employment Agreement dated as of January 1, 1998 by and between the Bank and Employee (the “Original Agreement”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Prosperity Bancshares Inc • State commercial banks • Texas

This Amended and Restated Employment Agreement (“Agreement”), dated as of August 10, 2006 (the “Effective Date”), and amended and restated to be effective January 1, 2009, is by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank, a Texas banking association (the “Bank”), and David Hollaway, an individual residing in Sugar Land, Fort Bend County, Texas (the “Employee”). The Company and the Bank are collectively referred to herein as “Prosperity.” This Agreement amends and restates the Employment Agreement dated as of August 10, 2006 by and among the Company, the Bank and Employee (the “Original Agreement”).

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