First Victoria National Bank will be merged with Prosperity Bank.

Prosperity Bancshares, Inc.® (PB), the parent company of Prosperity Bank®, (collectively referred to as "Prosperity") announced today the signing of a definitive merger agreement with FVNB Corp. and its wholly owned subsidiary First Victoria National Bank (collectively referred to as "FVNB") headquartered in Victoria, Texas, whereby First Victoria National Bank will be merged with and into Prosperity Bank.  Prosperity has completed six (6) merger transactions in the last eighteen (18) months.       

First Victoria National Bank operates thirty-four (34) banking offices (including one (1) loan production office); four (4) in Victoria, Texas; seven (7) in the South Texas area including Corpus Christi; six (6) in the Bryan/College Station area; five (5) in the Central Texas area including New Braunfels; and twelve (12) in the Houston area including The Woodlands and Huntsville.  As of March 31, 2013, FVNB, on a consolidated basis, reported total assets of $2.410 billion, total loans of $1.608 billion and total deposits of $2.147 billion.

Under the terms of the definitive agreement, Prosperity will issue approximately 5,570,818 shares of Prosperity common stock plus $91.250 million in cash for all outstanding shares of FVNB Corp. capital stock, subject to certain conditions and potential adjustments.

M. Russell Marshall, CEO of FVNB, with his extensive experience in trust and wealth management, will serve the combined entity as Chairman - Wealth Management/Private Banking and will be responsible for the wealth management operations for all of Prosperity Bank.  Kenneth Vickers, Chief Lending Officer of FVNB, will join Prosperity as Senior EVP and will serve on Prosperity Bank's Executive Loan Committee and John Zacek, EVP of the Victoria Region for FVNB, will become President - South Texas Area for Prosperity Bank and will have management responsibilities for the Bank's South Texas Area.  Other area and regional officers of FVNB that will join Prosperity Bank upon consummation of the merger include Tim Jones as President - Bryan/College Station Area, Kevin Kaplan as Regional President - Corpus Christi, Travis Freeman as Regional President - The Woodlands/Magnolia, Barry Williams as Regional President - New Braunfels, and Royce Moran as Regional President - Victoria.

 "I could not be more excited about joining forces with all of the professionals of First Victoria National Bank," commented David Zalman, Chairman and CEO of Prosperity.  "We have always had a great deal of respect for the bank and for the people that have contributed to its success.  Both of our banks do business in many of the same communities and we have knowledge of the specific needs of those communities in terms of financial products as well as community support.  We believe this combination will further strengthen our already strong management and operations teams in South Texas and increase our ability to effectively compete and serve our customers.  We look forward to joining with the new team members that we believe will help Prosperity grow to the next level."

 "The merger of two great Texas banks, First Victoria National Bank, the oldest independent bank in Texas, and Prosperity Bank, one of the largest and most successful banking franchises in Texas, is excellent news for both our customers and shareholders," said Russell Marshall, President and Chief Executive Officer of FVNB.  "Our customers can continue to expect the same level of service and support that they are accustomed to with First Victoria, with the added advantage of the much larger Prosperity network.  Prosperity has an in-depth understanding of our markets and with the enhanced products our combined institutions can offer, I believe our customers will be pleased with this change.  FVNB is excited to be joining such a great organization."

The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the fourth quarter of 2013, although delays may occur.  The transaction is subject to certain conditions, including the approval by FVNB's shareholders and customary regulatory approvals.  Operational integration is anticipated to begin during the fourth quarter of 2013.

 FVNB was advised in this transaction by Keefe, Bruyette & Woods as financial advisor and Hunton & Williams LLP as legal counsel.  Bracewell & Giuliani LLP was legal counsel 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.

Prosperity Bancshares, Inc.® Prosperity Bancshares, Inc.® is a Houston, Texas based regional financial holding company, formed in 1983 with $16.1 billion in assets (including the Coppermark Bancshares acquisition completed on April 1, 2013). 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, 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 FVNB Corp. 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's common stock to be issued to the shareholders of FVNB Corp.  The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of FVNB Corp. seeking their approval of the proposed transaction.