NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT

Exhibit 10.1

NON-COMPETITION, NON-SOLICITATION

AND CONFIDENTIALITY AGREEMENT

THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this " Agreement "), which is effective as of January 31, 2007 (the " Effective Date "), is by and among L. Don Stricklin, an individual who resides in La Grange, Texas (the " Undersigned "), Texas United Bancshares, Inc., a Texas corporation (the " Company "), and Prosperity Bancshares, Inc., a Texas corporation (" Prosperity Bancshares "). Prosperity Bancshares and Prosperity Bank, a Texas banking association are collectively referred to herein as " Prosperity ."

WHEREAS, this Agreement is being entered into in connection with the Agreement and Plan of Reorganization, dated as of July 18, 2006, as amended, by and between Prosperity Bancshares and the Company (the " Merger Agreement "), pursuant to which the Company will merge with and into Prosperity Bancshares, with Prosperity Bancshares as the surviving entity (the " Merger "); and

WHEREAS, Prosperity Bancshares has required as a condition to consummation of the Merger that the Undersigned execute and deliver a non-competition and non-solicitation agreement for the benefit of Prosperity and the Undersigned’s agreement to and compliance with the provisions of this Agreement are a material factor, material inducement and material condition to Prosperity’s participation in the transactions contemplated by the Merger Agreement; and

WHEREAS, Prosperity has agreed to pay the Undersigned $65,000 per year for two years in consideration for the Undersigned executing and delivering this Agreement; and

WHEREAS, the Undersigned will receive pecuniary and other benefits as a result of the Merger; and

WHEREAS, the Undersigned, as a director, executive officer and/or shareholder of the Company, as the case may be, has had access to certain Confidential Information (as hereinafter defined), including, without limitation, information concerning the Company’s business and the relationships between the Company, its subsidiaries and their customers, and the Undersigned will continue to have access to Confidential Information and may have access to new Confidential Information of the Company; and

WHEREAS, the Undersigned recognizes that Prosperity Bancshares would not have entered into the Merger Agreement without the Undersigned agreeing to the terms and conditions of this Agreement; and

WHEREAS, any capitalized term not defined herein shall have the meaning set forth in the Merger Agreement;

NOW, THEREFORE, in consideration of the good and valuable consideration contained herein and in the Merger Agreement, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows:

1. The Undersigned agrees that he will not, at any time after the Effective Date and through and including the Closing Date make any unauthorized disclosure, directly or indirectly, of any Confidential Information of the Company or third parties, or make any use thereof, directly or indirectly. The Undersigned further agrees that he will not, at any time after the Effective Date make any unauthorized disclosure, directly or indirectly, of any Confidential Information of Prosperity or third parties, or make any use thereof, directly or indirectly and that he shall deliver promptly to Prosperity at any time after the Effective Time of the Merger, at its reasonable request, without retaining any copies, all documents and other material in the Undersigned’s possession at that time relating, directly or indirectly, to any Confidential Information or other information of the Company, or Confidential Information or other information regarding third parties, learned in such person’s position as a director, officer or shareholder of the Company.

For purposes of this Agreement, " Confidential Information " means and includes Prosperity’s and/or the Company’s confidential and/or proprietary information and/or trade secrets, including those of their respective subsidiaries, including Prosperity Bank, Gateway National Bank, GNB Financial, n.a., Northwest Bank and State Bank, that have been and/or will be developed or used and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, but is not limited to, the following: information regarding past, current and prospective customers and investors and business affiliates, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures, pricing, and pricing techniques, including contact names, services provided, pricing, type and amount of services used; financial data; pricing strategies and price curves; positions; plans or strategies for expansion or acquisitions; budgets; research; financial and sales data; trading methodologies and terms; communications information; evaluations, opinions and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and other such confidential or proprietary information. The term " Confidential Information " does not include any information that (i) at the time of disclosure or thereafter is generally available to and known to the public, other than by a breach of this Agreement by the disclosing party, (ii) was available to the disclosing party on a non-confidential basis from a source other than the non-disclosing party or (iii) was independently acquired or developed without violating any obligations of this Agreement. The Undersigned acknowledges that the Company’s and Prosperity’s business is highly competitive, that this Confidential Information constitutes a valuable, special and unique asset to be acquired by Prosperity in the Merger and that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company and Prosperity.

2. The Undersigned agrees that, for the period (the " Non-Competition Period ") beginning on the Effective Date and through the second anniversary of the Closing Date, the Undersigned will not, in any capacity, directly or indirectly: