UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF THEof the Securities
SECURITIES EXCHANGE ACT OFExchange Act of 1934 (Amendment No. 1)
Filed by the Registrantþ

Filed by a Party other than the Registranto
Check the appropriate box:
oþ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))
þo Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12.Pursuant to §240.14a-12
HOME BANCSHARES, INC.
Home BancShares, Inc.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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amount on which the filing fee is calculated and state how it was determined):
 
    
 
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o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
ABOUT THE ANNUAL MEETING
PROPOSAL ONE — ELECTION OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
NOMINEES FOR DIRECTOR
CORPORATE GOVERNANCE
BOARD MEETINGS AND COMMITTEES OF THE BOARD
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
EXECUTIVE AND DIRECTOR COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PRINCIPAL SHAREHOLDERS OF THE COMPANY
PROPOSAL TWO — APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES
PROPOSAL THREE — APPROVAL OF AMENDMENT TO THE COMPANY’S 2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
PROPOSAL FOUR — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT AND NON-AUDIT FEES
SUBMISSION OF SHAREHOLDER PROPOSALS
WHERE YOU CAN FIND MORE INFORMATION

(HOME BANCSHARES, INC. LOGO)
(HOME BANCSHARES LOGO)
HOME BANCSHARES, INC.
719 Harkrider Street, Suite 100
Conway, Arkansas 72032
(501) 328-4656328-4770
Internet Site:www.homebancshares.com
 
NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 9, 2007January ___, 2009
 
     The Annual
     A Special Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on May 9, 2007,January ___, 2009, at 6:30 p.m. (CDT)10:00 a.m. (CST) at the New Life Church,corporate offices, located at 633 S. Country Club,719 Harkrider, Conway, Arkansas, for the following purposes:
 (1) To elect twelve directors for a termamend the Company’s Restated Articles of one year.Incorporation to amend the terms of the authorized shares of preferred stock.
 
 (2)To approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000.
(3)To approve an amendment to the Company’s 2006 Stock Option and Performance Incentive Plan to increase the number of shares reserved for issuance under such plan to 1,500,000.
(4)To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.
(5) To transact such other business as may properly come before the meeting or any adjournments thereof.
     The Board of Directors of the Company has approved an amendment to the Articles of Incorporation to amend the terms of the authorized shares of preferred stock to make the shares “blank check” preferred stock. The primary purpose of this amendment is to allow the Company to sell securities under the U.S. Department of the Treasury’s TARP Capital Purchase Program. The Board believes this amendment will provide maximum flexibility with respect to our ability to augment our capital in the near future and for other proper corporate purposes in the long term. We encourage you to read the accompanying proxy statement carefully, as it contains a detailed explanation of the proposed amendment and the reasons for the proposed amendment. The Board of Directors believes the amendment is in the best interest of the Company and its shareholders.
     Only shareholders of record on March 23, 2007,November 26, 2008, will be entitled to vote at the meeting or any adjournments thereof. A list of shareholders will be available for inspection at the office of the Company at 719 Harkrider, Suite 100, Conway, Arkansas, 72032, beginning two business days after the date of this notice and continuing through the meeting. The stock transfer books will not be closed.
     The 2006 Annual Report to Shareholders is included in this publication.By Order of the Board of Directors
By Order of the Board of Directors
C. RANDALL SIMS
C. RANDALL SIMS
Secretary
Conway, Arkansas
March 30, 2007December ___, 2008
YOUR VOTE IS IMPORTANT
PLEASE EXECUTE YOUR PROXY WITHOUT DELAY

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HOW TO VOTE IF YOU ARE A SHAREHOLDER OF RECORD
     Your vote is important.  You can save the Company the expense of a second mailing by voting promptly. Shareholders of record can vote by telephone, on the Internet, by mail or by attending the Meeting and voting by ballot as described below. (Please note: if you are a beneficial owner of shares held in the name of a bank, broker or other holder, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.)
     The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card.Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 1:00 a.m. on May 9, 2007.January ___, 2009.
VOTE BY TELEPHONE
     You can vote by calling the toll-free telephone number on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
VOTE ON THE INTERNET
     You also can choose to vote on the Internet. The website for Internet voting iswww.investorvote.com. As with the telephone voting,Easy-to-follow prompts allow you canto vote your shares and confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.
VOTE BY MAIL
     If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Home BancShares, Inc., c/o Computershare, P. O. Box 43101, Providence, Rhode Island 02940-5067.
VOTING AT THE ANNUALSPECIAL MEETING
     The method by which you vote will not limit your right to vote at the AnnualSpecial Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Meeting.
     All shares that have been properly voted and not revoked will be voted at the AnnualSpecial Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

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(HOME BANCSHARES, INC. LOGO)(HOME BANCSHARES LOGO)
HOME BANCSHARES, INC.
719 Harkrider Street, Suite 100
Conway, Arkansas 72032
(501) 328-4656328-4770
Internet Site:www.homebancshares.com
 
PROXY STATEMENT
 
     This Proxy Statement and the accompanying proxy card are being mailed in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Home BancShares, Inc. (the “Company”) for use at the AnnualSpecial Meeting of Shareholders.Shareholders to be held on January ___, 2009. This Proxy Statement and the accompanying proxy card were first mailed to shareholders of the Company on or about March 30, 2007.December ___, 2008.
     This introductory section is a summary of selected information from this Proxy Statement and may not contain all of the information that is important to you. To better understand the nominees being solicited for directors and the proposalsproposal that areis submitted for a vote, you should carefully read this entire document and other documents to which we refer.
     The proxies being solicited by this Proxy Statement are being solicited by the Company. The expense of soliciting proxies, including the cost of preparing, assembling and mailing the material submitted with this Proxy Statement, will be paid by the Company. The Company will also reimburse brokerage firms, banks, trustees, nominees and other persons for the expense of forwarding proxy material to beneficial owners of shares held by them of record. Solicitations of proxies may be made personally or by telephone, electronic communication or telegraphic communications,facsimile, by directors, officers and regular employees, who will not receive any additional compensation in respect of such solicitations.
The Company may pay for and utilize the services of individuals or companies we do not regularly employ in connection with this proxy solicitation, if management determines it advisable.
ABOUT THE ANNUALSPECIAL MEETING
When and Where Is the AnnualSpecial Meeting?
Date:Wednesday, May 9, 2007
Time:6:30 p.m., Central Daylight Time
Location:New Life Church, 633 S. Country Club, Conway, Arkansas
Date:day, January ___, 2009
Time: 10:00 a. m., Central Standard Time
Location: Corporate Offices, located at 719 Harkrider, Conway, Arkansas 72032
What Is the Purpose of the AnnualSpecial Meeting?
     At
     The Board of Directors has called the Special Meeting of Shareholders to vote on an amendment to our Annual Meeting, shareholders will act upon matters outlinedRestated Articles of Incorporation to amend the terms of the authorized shares of preferred stock.
Why Is the Amendment to Article THIRD of the Restated Articles of Incorporation Necessary?
     The Board of Directors has applied for and has received preliminary approval to participate in the accompanying Noticerecently announced TARP Capital Purchase Program (the “CPP” or the “Program”) by the United States Department of Annual Meeting. In addition, our managementthe

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Treasury (the “Treasury”) instituted under the Emergency Economic Stabilization Act of 2008. Under the Program, eligible healthy financial institutions, such as the Company, will reportbe able to sell senior preferred shares (the “Senior Preferred Shares”) on standardized terms to the performanceTreasury in amounts equal to between 1% and 3% of an institution’s risk-weighted assets. The Program is completely voluntary, and although we anticipate being profitable in current year, have adequate sources of liquidity, and are well-capitalized under regulatory guidelines, the Board of Directors believes it is advisable to take advantage of the Companyvoluntary Program to raise additional low cost capital to ensure that during calendar year 2006.these uncertain times, we are well-positioned to support existing operations as well as anticipated future growth. Because the terms of the preferred shares authorized under our Restated Articles of Incorporation do not meet the requirements of the Program, it is necessary for us to amend the Restated Articles of Incorporation to amend the terms of the preferred shares in order to participate in the Program. Even if the proposed amendment to the Restated Articles of Incorporation is adopted, however, there can be no assurance that we will issue any Senior Preferred Shares to the Treasury thereunder. On November 10, 2008, the Treasury gave preliminary approval for us to issue $50.0 million of such Senior Preferred Shares.
Who Is Entitled to Vote?
     Only shareholders of record at the close of business on the record date, March 23, 2007,November 26, 2008, are entitled to receive the Notice of AnnualSpecial Meeting and to vote the shares of common stock that they held on that date at the Meeting or at any postponement or adjournment of the Meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted on.

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Who Can Attend the Meeting?
     All shareholders as of the record date, or their duly appointed proxies, may attend the Meeting, and each may be accompanied by one guest.Meeting. Seating is limited and will be on a first-come, first-served basis. Registration will begin at 5:9:30 p.m.a.m., and seating will be available at approximately 6:00 p.m.9:45 a.m.
No cameras, electronic devices, large bags, briefcases or packages
will be permitted at the Meeting.
     Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the Meeting.
What Constitutes a Quorum?
     The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business. As of the record date, 17,221,93819,836,939 shares of common stock of the Company were outstanding. Proxies received, but marked as abstentions and broker non-votes, will be included in the calculation of the number of shares considered to be present at the Meeting.
Can a Shareholder Nominate a Director?
     The Nominating and Corporate Governance Committee of the Board of Directors will consider a candidate properly and timely recommended for directorship by a shareholder or group of shareholders of the Company. The recommendation must be submitted by one or more shareholders that have beneficially owned, individually or as a group, 2% or more of the outstanding common stock for at least one year as of the date the recommendation is submitted. Shareholder recommendations must be submitted to the Secretary of the Company in writing via certified U.S. mail not less than 120 days prior to the first anniversary of the date of the Proxy Statement relating to the Company’s previous Annual Meeting. Recommendations must be addressed as follows:
Home BancShares, Inc.
Attn: Corporate Secretary
P.O. Box 966
Conway, Arkansas 72033
DIRECTOR CANDIDATE RECOMMENDATION
     Generally, candidates for a director position should possess:
•relevant business and financial expertise and experience, including an understanding of fundamental financial statements;
•the highest character and integrity and a reputation for working constructively with others;
•sufficient time to devote to meetings and consultation on Board matters; and
•freedom from conflicts of interest that would interfere with their performance as a director.

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     The full text of our “Policy Regarding Director Recommendations by Stockholders” and “Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy” are published on our website atwww.homebancshares.comand can be found under the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”
How Can I Communicate Directly with the Board?Board?
     Shareholder communications to the Board of Directors, any committee of the Board of Directors, or any individual director must be sent in writing via certified U.S. mail to the Corporate Secretary at the following address:
Home BancShares, Inc.
Attn: Corporate Secretary
P.O. Box 966
Conway, Arkansas  72033
     Our “Stockholder Communications Policy” is published on the Company’s website atwww.homebancshares.comand can be found under the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”

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How Do I Vote?
     The enclosed proxy card indicates the number of shares you own. There are four ways to vote:
 • By Internet atwww.investorvote.com; we encourage you to vote this way.
 
 • By toll-free telephone at the number shown on your proxy card.
 
 • By completing and mailing your proxy card.
 
 • By written ballot at the Meeting.
     If you vote by Internet or telephone, your vote must be received by 1:00 a.m. on May 9, 2007.January ___, 2009. Your shares will be voted as you indicate.If you do not indicate your voting preferences, C. Randall Sims and Randy Mayor will vote your sharesFORProposals 1, 2, 3 and 4.the proposed amendment to the Articles of Incorporation.
     If you Vote by Telephone or on the Internet, You DoNOT Need to Return Your Proxy Card.
     If you complete and properly sign the accompanying proxy card and return it to the Company, or tender your vote via telephone or the Internet, it will be voted as you direct. If you attend the Meeting, you may deliver your completed proxy card in person. A proxy duly executed and returned by a shareholder, and not revoked prior to or at the Meeting, will be voted in accordance with the shareholder’s instructions on such proxy.
     If your shares are held in “street name,” you will need to contact your broker or other nominee to determine whether you will be able to vote by telephone or Internet.

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What Are the Board’s Recommendations?
     Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendationsrecommendation of the Board of Directors. The Board’s recommendation is set forth together with eachthe proposal in this Proxy Statement. In summary, the Board recommends a vote:
•Forthe election of the nominated slate of directors (see pages 9-35).
 • Forthe approval of anthe amendment to the Company’s Restated Articles of Incorporation as amended, to increase the authorized shares of common stock from 25,000,000 to 50,000,000 (see pages 36-37).
•Forthe approval of an amendment to the Company’s 2006 Stock Option and Performance Incentive Plan to increase the number of shares reserved for issuance under such plan to 1,500,000 (see pages 37-41).
•Forthe ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm (see pages 42-44)9-22).
     As of the date of this Proxy Statement, the Board knows of no other business that may properly be, or is likely to be, brought before the AnnualSpecial Meeting. With respect to any other matter that properly comes before the Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, at their own discretion.
What Vote Is Required to Approve Eachthe Proposal?
•Election of Directors. The affirmative vote of a plurality of the votes cast in person or by proxy at the Meeting is required for the election of directors. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more of the directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.
•Other Proposals. For each other proposal, the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have no effect on the outcome of the vote.
The affirmative vote of a majority of the votes cast in person or by proxy at the Special Meeting, assuming a quorum is present, will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have no effect on the outcome of the vote.
     If you hold shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.
     The authorized common stock of the Company consists of 25,000,00050,000,000 shares at $0.01 par value. As of the close of business on March 23, 2007,November 26, 2008, there were 17,221,93819,836,939 shares eligible to vote.

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Can I Change My Vote After I Return the Proxy Card?
     Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted proxy.
How Many Directors Are There?
     Our Restated Articles of Incorporation provide that the number of directors shall not be less than two nor more than fifteen, with the exact numberDo I have a Right to be fixed by the shareholders or the Board. Currently, we have twelve directors.
How Long Do Directors Serve?
     Our Bylaws provide that the directors shall serve a term of one year and until their successors are duly elected and qualified. The shareholdersDissent from Approval of the Company elect successors for directors whose terms have expired at the Annual Meeting. The Board elects members to fill new membership positions and vacancies in unexpired terms on the Board.
Do the Shareholders Elect the Executive Officers?Proposal?
     No. Executive officersPursuant to the Arkansas Business Corporation Act of 1987, as amended, the Company’s shareholders are elected bynot entitled to dissenters’ rights of appraisal with respect to the Board and hold office until their successors are elected and qualified or until the earlier of their death, retirement, resignation or removal.proposed amendment.
You Should Carefully Read this Proxy Statement in its Entirety.
[Remainder of page intentionally left blank.]

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PROPOSAL ONE – ELECTION OF DIRECTORS
     Our Restated Articles of Incorporation provide that the number of directors shall not be less than two nor more than fifteen, with the exact number to be fixed by the shareholders or the Board. The Board of Directors proposes that the nominees for directors described below be re-elected for a new term of one year and until their successors are duly elected and qualified. All nominees are currently serving as directors.
     Each of the nominees has consented to serve the term for which he is nominated. If any nominee becomes unavailable for election, which is not anticipated, the directors’ proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the meeting.
The Board of Directors Recommends that Shareholders Vote
FOR
Each of the Nominees Listed Herein
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
     The names of the Company’s directors and executive officers as of March 23, 2007, and their respective ages and positions are as follows:
[Table follows on next page.]

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Positions Held
NameAgePositions Heldwith Bank Subsidiaries
John W. Allison60Chairman of the Board and Chief Executive OfficerChairman of the Board, First State Bank; Director, Community Bank, Twin City Bank, Bank of Mountain View, and Marine Bank
Ron W. Strother58President, Chief Operating Officer, and DirectorDirector, First State Bank, Community Bank, Twin City Bank, and Bank of Mountain View
Randy E. Mayor42Chief Financial Officer and TreasurerDirector, First State Bank
C. Randall Sims52Director and SecretaryPresident, Chief Executive Officer, and Director, First State Bank; Director Community Bank
Brian S. Davis41Director of Financial Reporting and Investor Relations Officer
Richard H. Ashley51Vice Chairman of the BoardChairman of the Board, Twin City Bank; Director, Community Bank
Dale A. Bruns64DirectorDirector, First State Bank and Twin City Bank
Richard A. Buckheim63DirectorChairman of the Board, Marine Bank
Jack E. Engelkes57DirectorDirector, First State Bank
Frank D. Hickingbotham70Director
Herren C. Hickingbotham48DirectorDirector, Twin City Bank
James G. Hinkle58DirectorChairman of the Board, Bank of Mountain View
Alex R. Lieblong56Director
William G. Thompson59DirectorDirector, Community Bank
Robert F. Birch, Jr.57—President, Chief Executive Officer, and Director, Twin City Bank
Tracy M. French45—President, Chief Executive Officer, and Director, Community Bank
Robert Hunter Padgett48—President, Chief Executive Officer, and Director, Marine Bank
Michael L. Waddington64—Chief Executive Officer and Director, Bank of Mountain View

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NOMINEES FOR DIRECTOR
     The twelve director nominees consist of the current twelve members of the Board. Their experience and qualifications as Board members are as follows:
John W. AllisonDirector Since 1998
     John W. Allison is the founder and has been Chairman of the Board of Home BancShares since 1998. He also serves on the Asset/Liability Committee of Home BancShares. Mr. Allison has more than 23 years of banking experience, including service as Chairman of First National Bank of Conway from 1983 until 1998, and as a director of First Commercial Corporation from 1985 (when First Commercial acquired First National Bank of Conway) until 1998. At various times during his tenure on First Commercial’s board, Mr. Allison served as the Chairman of that company’s Executive Committee and as Chairman of its Asset Quality Committee. Prior to its sale to Regions Financial Corporation in 1998, First Commercial was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets.
Ron W. StrotherDirector Since 2004
     Ron W. Strother has been President, Chief Operating Officer, and a director of Home BancShares since 2004. He also serves as Chairman of the Asset/Liability Committee of Home BancShares. Mr. Strother has more than 34 years of banking experience, which includes serving as Regional Chief Executive Officer over Central Arkansas for Arvest Bank Group (Bentonville) from 2000 to 2004, Chairman and Chief Executive Officer of Central Bank & Trust Company (Little Rock) from 1996 to 2000, President and Chief Operating Officer of First Commercial Bank (Little Rock) from 1991 to 1994, President of First Commercial Mortgage Company from 1984 to 1987, and President of Commercial National Mortgage Company from 1981 to 1984. Mr. Strother began his career in 1973 with Commercial National Bank (Little Rock), which became First Commercial Bank in 1983.
C. Randall SimsDirector Since 1998
     C. Randall Sims has been President and Chief Executive Officer of First State Bank and a director of Home BancShares since 1998. He has served as Secretary of Home BancShares since 1998. Prior to joining First State Bank, Mr. Sims was an executive vice president with First National Bank of Conway. He holds a Juris Doctor degree from the University of Arkansas at Little Rock School of Law and a Bachelor of Arts degree in accounting and business administration from Ouachita Baptist University in Arkadelphia, Arkansas. He attended the Graduate School of Banking at the University of Wisconsin and is an honor graduate of the American Bankers Association National Lending School held at the University of Oklahoma. Mr. Sims currently serves as a Trustee at the University of Central Arkansas and as Chairman of the Conway Christian School Board.
Richard H. AshleyDirector Since 2004
     Richard H. Ashley has been a director of Home BancShares since 2004 and has served as Vice Chairman of Home BancShares since 2006. He also serves on the Asset/Liability Committee and the Compensation Committee of Home BancShares. Mr. Ashley was one of the original stockholders and organizers of Twin City Bank in 2000. He has served as a director of the bank since 2000 and as Chairman since 2002. Mr. Ashley is President and owner of the Ashley Company, a privately held company involved in land development and investment in seven states throughout the United States since 1978.

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Dale A. BrunsDirector Since 2004
     Dale A. Bruns has been a director of Home BancShares since 2004 and a director of First State Bank since 1998. Mr. Bruns has also served as a director of Twin City Bank since 2000 and FirsTrust Financial Services since 2004. Mr. Bruns is the chairman of the compensation committees for Home BancShares, First State Bank, and Twin City Bank and is a member of the Nominating and Corporate Governance Committee of Home BancShares. Prior to his service with First State Bank, he served as a director of the First National Bank of Conway from 1985 to 1998. Mr. Bruns has owned and operated several McDonald’s restaurants located in central Arkansas. He is also the owner of Central Arkansas Sign Company, Inc. He currently serves on the impact committee for the McDonald’s Great Southern Region and the purchasing committee of the Central Arkansas McDonald’s Cooperative, and is a past member of the McDonald’s National Operator advisory board of directors. Mr. Bruns attended the University of Northern Iowa and the Harvard Business School Program for Management Development.
Richard A. BuckheimDirector Since 2005
     Richard A. Buckheim has been a director of Home BancShares since 2005. He has also been appointed to serve on the Compensation Committee of Home BancShares beginning in 2007. Mr. Buckheim was one of the original organizers of Marine Bank in 1995 and has been active in its management since the bank opened. Since 2000, he has been Chairman of the Board of the bank and has served on the bank’s compensation committee. Mr. Buckheim formerly owned two restaurants in Key West, Florida. Prior to moving to Key West, he founded and served as President of Buckheim and Rowland, Inc., a Michigan-based advertising and marketing company with offices in Ann Arbor, Detroit, New York, New York, and Melbourne, Florida.
Jack E. EngelkesDirector Since 2004
     Jack E. Engelkes has been a director of Home BancShares since 2004 and a director of First State Bank since 1998. He also serves as Chairman of the Audit Committee and a member of the Compensation Committee of Home BancShares. From 1995 to 1998, he served as a director of First National Bank of Conway. Since 1990, Mr. Engelkes has served as managing partner in the accounting firm of Engelkes, Conner and Davis, Ltd. He became President of the Board of Conway Regional Health Foundation in 2006. He has also been a director of the Conway Regional Medical Center since 2005 and the Conway Development Corporation since 2000. Mr. Engelkes holds a bachelor’s degree in Business and Economics from Hendrix College in Conway.
Frank D. HickingbothamDirector Since 2004
     Frank D. Hickingbotham has been a director of Home BancShares since 2004. He also serves as a member of the Nominating and Corporate Governance Committee of Home BancShares. In 1989, Mr. Hickingbotham founded FDH Bancshares, which was acquired by First Commercial Corporation in 1995. Mr. Hickingbotham also founded TCBY Enterprises, Inc., a publicly traded worldwide manufacturer, franchiser and distributor of frozen yogurt, in 1981, and served as the company’s Chairman and Chief Executive Officer until the company was sold in 2000. Since 2000, he has been the Chairman and Chief Executive Officer of Hickingbotham Investments, Inc., a privately held diversified company with interests in banking, real estate, automobile and motorcycle dealerships, and food service equipment sales and distribution. Mr. Hickingbotham is the father of Home BancShares director Herren C. Hickingbotham.

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Herren C. HickingbothamDirector Since 2004
     Herren C. Hickingbotham has been a director of Home BancShares since 2004 and a director of Twin City Bank since 2002. He also serves on the Audit Committee of Home BancShares. From 1986 to 2000, Mr. Hickingbotham served as President and Chief Operating Officer of TCBY Enterprises, Inc., a publicly traded worldwide manufacturer, franchiser and distributor of frozen yogurt. He served on the board of directors of TCBY from 1983 to 2000. Since 2000, Mr. Hickingbotham has been a principal in Hickingbotham Investments, Inc., a privately held diversified company with interests in banking, real estate, automobile and motorcycle dealerships, and food service equipment sales and distribution. Mr. Hickingbotham is the son of Home BancShares director Frank D. Hickingbotham.
James G. HinkleDirector Since 2005
     James G. Hinkle has been a director of Home BancShares since 2005. Mr. Hinkle currently serves as Chairman of the Bank of Mountain View and as a member of the Asset/Liability Committee of Home BancShares. He has over 25 years of banking experience. From 1995 to 2005, he served as President of Mountain View BancShares, Inc., until the company’s merger into Home BancShares. He served as President of the Bank of Mountain View from 1981 to 2005.
Alex R. LieblongDirector Since 2003
     Alex R. Lieblong has been a director of Home BancShares since 2003. He served as a director of First State Bank from 1998 to 2002 and has served as an advisory director of First State Bank since 2002. He also serves as Chairman of the Nominating and Corporate Governance Committee and a member of the Audit Committee of Home BancShares. Mr. Lieblong became a director of Lodgian, Inc., a publicly traded owner and operator of hotels, in 2006. He also currently serves on the board of directors of Ballard Petroleum, a privately held energy company. Since 1997, Mr. Lieblong has been an owner and general principal in the brokerage firm of Lieblong & Associates, Inc. Prior to Lieblong & Associates, Inc., he held management positions with Paine Webber, Merrill Lynch, and E.F. Hutton. Mr. Lieblong was a founder and has been managing partner of Key Colony Fund, L.P., a hedge fund, since 1998.
William G. ThompsonDirector Since 2004
     William G. Thompson has been a director of Home BancShares since 2004 and a director of Community Bank since 1988. He also serves on the Audit Committee and the Nominating and Corporate Governance Committee of Home BancShares. Mr. Thompson has over 25 years of banking experience. From 2002 to 2004, he served as Chairman of the Board of Community Bank. Mr. Thompson owns several privately held businesses located in Cabot, Arkansas, including Transloading Service Inc., Thompson Service Inc., and Thompson Sales Inc.
CORPORATE GOVERNANCE
Duties of the Board
     The Board of Directors has the responsibility to serve as the trustee for the shareholders. It also has the responsibility for establishing broad corporate policies and for the overall performance of the Company. The Board, however, is not involved in day-to-day operating details. Members of the Board are kept informed of the Company’s business through discussion with the Chief Executive Officer and other officers, by reviewing analyses and reports sent to them quarterly, and by participating in Board and Committee meetings.

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Corporate Governance Guidelines and Policies
     We believe that good corporate governance helps ensure that the Company is managed for the long-term benefit of its shareholders. We continue to review our corporate governance policies and practices, corporate governance rules and regulations of the Securities and Exchange Commission (the “SEC”), and the listing standards of the Nasdaq Stock Market on which our common stock is traded. The Board has adopted various corporate governance guidelines and policies to assist the Board in the exercise of its responsibilities to the Company and its shareholders. The guidelines and policies address, among other items, director independence and director qualifications. You can access and print our corporate governance guidelines and policies, including the charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, our Corporate Code of Ethics for Directors, Executive Officers and Employees and other Company policies and procedures required by applicable law or regulation, on our website atwww.homebancshares.com under the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”
Director Independence
     Nasdaq rules require that a majority of the directors of Nasdaq-listed companies be “independent.” An “independent director” generally means a person other than an officer or employee of the listed company or its subsidiaries, or any other individual having a relationship which, in the opinion of the listed company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Certain categories of persons are deemed not to be independent under the Nasdaq rules, such as persons employed by the listed company within the last three years, and persons who have received (or whose immediate family members have received) payments exceeding a specified amount from the listed company within the last three years, excluding payments that are not of a disqualifying nature (such as compensation for board service, payments arising solely from investments in the listed company’s securities, and benefits under a tax-qualified retirement plan). Nasdaq rules impose somewhat more stringent independence requirements on persons who serve as members of the audit committee of a listed company.
     Of the twelve persons who currently serve on our Board of Directors, we believe that nine are “independent” for purposes of Nasdaq rules. Messrs. Allison, Strother, and Sims are not considered independent because they are officers of Home BancShares. The Board has also determined that no member of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee has any material relationship with the Company (either directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with the Company) and that all members of these committees meet the criteria for independence under the Nasdaq listing standards.
Code of Ethics
     We have adopted a Code of Ethics that applies to all of our directors, officers, and employees. We believe our Code of Ethics is reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest, full, fair and accurate disclosure in filings and other public communications made by us, compliance with applicable laws, prompt internal reporting of ethics violations, and accountability for adherence to the Code of Ethics. This Code of Ethics is published in its entirety on our website atwww.homebancshares.comunder the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.” We will post on our website any amendment to this code and any waivers of any provision of this code made for the benefit of any of our senior executive officers or directors.

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BOARD MEETINGS AND COMMITTEES OF THE BOARD
     The business of the Company is managed under the direction of the Board of Directors, who meet on a regularly scheduled basis during the calendar year to review significant developments affecting the Company and to act on matters that require Board approval. Special meetings are also held when Board action is required on matters arising between regularly scheduled meetings.
     All members of the Board are strongly encouraged to attend each meeting of the Board and meetings of the Board Committees on which they serve, as well as the Annual Meeting. The Board of Directors held four regularly scheduled meetings and two telephonic meetings during calendar year 2006. During this period all members of the Board participated in at least 75% of all meetings, including the Annual Meeting. Our “Director Attendance Policy” is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”
     Our Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Asset/Liability Committee. Committee members are elected annually by the Board and serve until their successors are elected and qualified or until their earlier resignation or removal.
     The following table discloses the Board members who served on each of the Board’s committees and the number of meetings held by each committee during calendar year 2006.
         
      Nominating  
      and Corporate  
  Audit Compensation Governance Asset/Liability
John W. Allison       X
Richard H. Ashley   X   X
Dale A. Bruns   Chair X  
Jack E. Engelkes Chair X    
Frank D. Hickingbotham     X  
Herren C. Hickingbotham X      
James G. Hinkle       X
Alex R. Lieblong X   Chair  
Ron W. Strother       Chair
William G. Thompson X   X  
         
Number of Meetings
 3 3 — 2
     On January 19, 2007, the Board voted to appoint Richard A. Buckheim as an additional member of the Compensation Committee for 2007 and to retain all other committee appointments as shown above for calendar year 2006.

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Audit Committee
     The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of our accounting and financial reporting processes and our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function and our independent auditors. In fulfilling its duties, the Audit Committee, among other things:
•prepares the Audit Committee report for inclusion in the annual proxy statement;
•appoints, compensates, retains and oversees the independent auditors;
•pre-approves all auditing and appropriate non-auditing services performed by the independent auditor;
•discusses with the internal and independent auditors the scope and plans for their respective audits;
•reviews the results of each quarterly review and annual audit by the independent auditors;
•reviews the Company’s financial statements and related disclosures in the Company’s quarterly and annual reports prior to filing with the SEC;
•reviews the Company’s policies with respect to risk assessment and risk management;
•reviews the Company’s internal controls, the results of the internal audit program, and the Company’s disclosure controls and procedures and quarterly assessment of such controls and procedures;
•establishes procedures for handling complaints regarding accounting, internal accounting controls, and auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding such matters; and
•reviews the Company’s legal and regulatory compliance programs.
     The Board of Directors has adopted a written charter for the Audit Committee that meets the applicable standards of the SEC and Nasdaq. A copy of the Audit Committee Charter is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”
     The Audit Committee is comprised of Jack E. Engelkes, Chairman, Herren C. Hickingbotham, Alex R. Lieblong and William G. Thompson, each of whom served as a member of the Committee during the entire calendar year of 2006. The Board has determined that each member of the Committee satisfies the independence requirements of the Nasdaq listing standards, that each member of the Committee is financially literate, knowledgeable and qualified to review financial statements, and that Mr. Engelkes has the attributes of an “audit committee financial expert” as defined by the regulations of the SEC.

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Compensation Committee
     The Compensation Committee aids the Board in discharging its responsibility with respect to the compensation of our executive officers and directors. The Compensation Committee is responsible for evaluating and approving the Company’s compensation plans and policies and for communicating the Company’s compensation policies to shareholders in our annual proxy statement. In fulfilling its duties, the Compensation Committee, among other things:
��reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”);
•evaluates the performance and determines the annual compensation of the CEO and COO in accordance with these goals and objectives;
•reviews and approves the amounts and terms of the annual compensation for our other executive officers;
•reviews and approves employment agreements, severance agreements or arrangements, retirement arrangements, change in control agreements/provisions and special or supplemental benefits for the executive officers;
•reviews and makes recommendations to the Board with respect to incentive based compensation plans and equity based plans, and establishes criteria for and grants awards to participants under such plans;
•reviews and recommends to the Board the compensation for our directors; and
•reviews and recommends to the Board that the Compensation Discussion and Analysis be included in the annual proxy statement and Form 10-K annual report.
     The Board of Directors has adopted a written charter for the Compensation Committee that meets the applicable standards of the SEC and Nasdaq. The Compensation Committee Charter is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”
     The Compensation Committee is comprised of Dale A. Bruns, Chairman, Richard H. Ashley and Jack E. Engelkes, each of whom served as a member of the Committee during the entire calendar year of 2006. The Board has determined that each member of the Committee satisfies independence requirements of the Nasdaq listing standards and Section 162(m) of the Internal Revenue Code of 1986, as amended.
     The Compensation Committee charter authorizes the Committee to delegate to subcommittees of the Committee any responsibility the Committee deems necessary or appropriate. The Committee shall not, however, delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. The Committee did not utilize the services of a subcommittee in 2006.
     The CEO provides recommendations to the Committee regarding the form and amount of compensation paid to executive officers who report directly to him. Additionally, the CEO and COO regularly attend Committee meetings, other than executive sessions. Traditionally, management has provided to the Committee historical and prospective breakdowns of primary compensation components for each executive officer, including internal pay equity analyses.

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     Historically, the Committee meets each February to finalize discussion regarding the Company’s performance goals for the previous and current year with respect to performance-based compensation to be paid to executive officers and to approve its report for the annual proxy statement. These goals are approved within 90 days of the beginning of the year. Each year in December, the Committee generally discusses any new compensation issues, the compensation, bonus and incentive plan award analyses and the engagement of a compensation consultant for annual executive and director compensation. The Committee also meets in December to:
1.review and discuss the recommendations made by the CEO;
2.review the performance of the Company and the individual officers;
3.review the level to which the Company’s performance goals were attained and approve short-term cash bonus and long-term incentive awards; and
4.determine the executive officers’ base salaries for the following year.
     Management also advises the full Board, including the Committee members, throughout the year of new issues and developments regarding executive compensation during the year.
Compensation Committee Interlocks And Insider Participation
     During 2006, Messrs. Bruns, Ashley, and Engelkes served as members of the Compensation Committee. None of these three directors during 2006 or at any previous time served as an officer or employee of Home BancShares or any of our bank subsidiaries. During 2006, none of our executive officers served as a director or member of the compensation committee (or group performing equivalent functions) of any other entity for which any of our independent directors served as an executive officer. See “Certain Relationships and Related Transactions” for information concerning transactions during 2006 involving Mr. Ashley.
Nominating and Corporate Governance Committee
     The Nominating and Corporate Governance Committee develops and maintains the corporate governance policies of the Company. The Committee’s responsibilities include, among other things:
•developing and maintaining the Company’s corporate governance policies;
•identifying, screening and recruiting qualified individuals to become Board members;
•determining the composition of the Board and its committees;
•assisting the Board in assessing the Board’s effectiveness;
•assisting management in preparing the disclosures regarding the Committee’s operation to be included in the Company’s annual proxy statement; and
•reviewing and approving all related party transactions.
     The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee that meets the applicable standards of the SEC and Nasdaq. The Nominating and Corporate Governance Committee Charter is published on our website atwww.homebancshares.comunder the caption “Investor Relations”/“Corporate Profile”/“Governance Documents.”

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     The Nominating and Corporate Governance Committee, which was formed by the Company in 2006, is comprised of Alex R. Lieblong, Chairman, Dale A. Bruns, Frank D. Hickingbotham, and William G. Thompson. The Board has determined that all members of the Committee satisfy independence requirements of the Nasdaq listing standards. The Nominating and Corporate Governance Committee met in March 2007 to select director nominees to be voted on at the Annual Meeting.
Director Candidate Qualifications
     The Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy outlines the qualifications the Committee looks for in a director nominee. Generally, the candidate should possess:
•relevant business and financial expertise and experience, including an understanding of fundamental financial statements;
•the highest character and integrity and a reputation for working constructively with others;
•sufficient time to devote to meetings and consultation on Board matters; and
•freedom from conflicts of interest that would interfere with performance as a director.
     More specifically, the Nominating Committee seeks candidates who possess various qualifications or skills, including leadership experience in business or other relevant fields, knowledge of the Company and the financial services industry, experience in serving as a director of another financial institution or public company generally, wisdom, integrity, analytical ability, familiarity with and participation in the communities served by the Company and its subsidiaries, commitment to and availability for services as a director, and any other factors the Committee deems relevant.
Director Nominations Process
     After assessing and considering prevailing business conditions of the Company, legal and listing standard requirements for Board composition, the size and composition of the current Board, and the skills and experience of current Board members, any of the Chairman, the Nominating Committee or any Board member may identify the need to add a Board member or to fill a vacancy on the Board. The Committee identifies qualified director nominees from among persons known to the members of the Committee, by reputation or otherwise, and through referrals from trusted sources, including senior management, existing Board members, shareholders and independent consultants hired for such purpose. The Committee may request that senior officers of the Company assist the Committee in identifying and assessing prospective candidates who meet the criteria established by the Board.
     The Nominating Committee evaluates candidates based upon the candidate’s qualifications, recommendations, or other relevant information, including a personal interview. The Committee meets to consider and approve the candidates to be presented to the Board. The Committee then presents its proposed nominees to the full Board. The Board considers the recommendations of the Committee and approves candidates for nomination.

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     The Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy is published on our website atwww.homebancshares.comunder the caption “Investor Relations"/“Corporate Profile"/“Governance Documents.”
Asset/Liability Committee
     Our Asset/Liability Committee consists of John W. Allison, Richard H. Ashley, James G. Hinkle, and Ron W. Strother. Mr. Strother serves as Chairman of the Asset/Liability Committee. The Asset/Liability Committee meets monthly, and is primarily responsible for:
•development and control over the implementation of liquidity risk and market risk management policies;
•review of interest rate movements, forecasts, and the development of the Company’s strategy under specific market conditions; and
•continued monitoring of the overall asset/liability structure of our bank subsidiaries to minimize interest rate sensitivity and liquidity risk.
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
     In accordance with its written charter, which was approved in its current form by the Board of Directors on January 20, 2006, the Audit Committee assists the Board in, among other things, oversight of our accounting and financial reporting processes, our compliance with legal regulatory requirements, the qualifications and independence of the independent auditors and the performance of the internal and independent auditors. A copy of the Audit Committee charter is published on the Company’s website atwww.homebancshares.comunder the caption “Investor Relation"/“Corporate Profile"/“Governance Documents.”
     Our Board of Directors has determined that all four members of the Committee are independent based upon the independence requirements of the SEC and Nasdaq, and that our Chairman, Mr. Engelkes, satisfies the criteria of an “audit committee financial expert” as defined by the regulations of the SEC.
     Management is responsible for the preparation, presentation, and integrity of our financial statements, for the appropriateness of our accounting principles and reporting policies and for implementing and maintaining internal control over financial reporting. Our independent auditors are responsible for auditing the financial statements and for reviewing our unaudited interim financial statements. The Audit Committee’s responsibility is to monitor and review these processes and procedures. Except for our Chairman, Mr. Engelkes, the members of the Audit Committee are not engaged in the practice of accounting or auditing and are not professionals in those fields. The Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management that the financial statements have been prepared with integrity and objectivity and on the representations of management and the opinion of the independent auditors that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States.
     During 2006, the Audit Committee had three meetings. The Audit Committee’s regular meetings were conducted in order to encourage communication among the members of the Audit Committee, management, the internal auditors, and our independent auditors, BKD, LLP. Among other things, the Audit Committee discussed with our internal and independent auditors the overall scope and plans for

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their respective audits. The Audit Committee separately met with each of the internal and independent auditors, with and without management, to discuss the results of their examinations and their observations and recommendations regarding our internal controls. The Audit Committee also discussed with our independent auditors all matters required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees.”
     The Audit Committee reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, 2006, with management, the internal auditors, and our independent auditors. Management’s discussions with the Audit Committee included a review of critical accounting policies.
     The Audit Committee obtained from the independent auditors a formal written statement describing all relationships between us and our auditors that might bear on the auditors’ independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” The Audit Committee discussed with the auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence. The Audit Committee has reviewed and approved the amount of fees paid to BKD, LLP for audit and non-audit services. The Audit Committee concluded that the provision of services by BKD, LLP is compatible with the maintenance of BKD’s independence.
     Based on the above-mentioned review and discussions with management, the internal auditors, and the independent auditors, and subject to the limitations on our role and responsibilities described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the calendar year ended December 31, 2006, for filing with the SEC.
Home BancShares, Inc.
2006 Audit Committee Members
Jack E. Engelkes, Chairman
Herren C. Hickingbotham
Alex R. Lieblong
William G. Thompson
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
     In accordance with its written charter, which was adopted in its current form by the Board of Directors on January 20, 2006, the Compensation Committee evaluates and approves the plans and policies related to the compensation of the Company’s executive officers and directors. A copy of the Compensation Committee charter is published on the Company’s website atwww.homebancshares.com under the caption “Investor Relation"/“Corporate Profile"/“Governance Documents.”
     The Committee met three times in 2006 to discuss, among other items, the salaries, bonuses and other compensation of the senior executive officers and other key employees of the Company, including the Chief Executive Officer. The Committee did not act by unanimous written consent at any time in 2006.
     In determining the compensation of the executive officers for 2007, the Committee, among other things, evaluated the performance of the Chief Executive Officer and the other executive officers in light of corporate goals and objectives and reviewed the Chief Executive Officer’s compensation recommendations. The Committee also set the annual cash bonuses of the executive officers for 2006.

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     The Compensation Committee reviewed and discussed with management the information provided in the following Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form 10-K for the calendar year ended December 31, 2006, for filing with the SEC.
Home BancShares, Inc.
2006 Compensation Committee Members
Dale A. Bruns, Chairman
Richard H. Ashley
Jack E. Engelkes
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Overview of Compensation Philosophy and Program
     The Compensation Committee, composed entirely of independent directors, administers the Company’s executive compensation program. The role of the Committee is to oversee Home BancShares’ compensation and benefit plans and policies, administer its stock plans, and review and approve annually all compensation decisions related to the named executive officers, the board members, and the CEO and Chief Financial Officer (“CFO”). The Committee submits its decision with regard to the CEO and CFO to the independent directors for their ratification.
     The Committee recognizes the importance of compensation and performance and seeks to reward performance with cost-effective compensation that aligns employee efforts with the business strategy of the Company and with the interest of the shareholders. The Committee also recognizes that the compensation should assist the Company in attracting and retaining key executives critical to its long-term success.
     The following principles guide the Committee:
•Compensation levels should be sufficiently competitive to attract and retain key management for the banks and holding company. The Company hires experienced bank executives that have a track record in the market. Competition is strong for these talented and experienced people. The compensation package must be strong and competitive in that market.
•Compensation should relate directly to performance and responsibility. Compensation should vary with the performance and responsibility of the individual. It should always be proportional to the contribution to the Company’s success.
•Short-term incentive compensation should motivate high performance. The Company uses the cash bonus plan to motivate individuals with roles and responsibility that give them the ability to directly impact performance and strategic direction.
•The Company’s Incentive Stock Option Plan should align management with shareholders’ interests. Awards of stock options or other forms of long-term compensation should encourage management to focus on the long-term growth and success of the Company. It should provide management with a meaningful stake in the Company and the prospects of a long-term career.
     Examples of actions of the Committee to implement this philosophy are:
•Engaged an independent consultant in 2005 to advise on executive compensation issues.
•Adopted and recommended to shareholders the 2006 Stock Option and Performance Incentive Plan.
•Granted stock options to senior executives with 5 year vesting and performance goals.
     The Committee compares total compensation levels for the executive officers to the compensation paid to executives of a peer group comprised of similar financial holding companies of comparable size. For 2006, the peer group consisted of: Alabama National BancCorporation, BancFirst Corp., BancorpSouth, Inc., Bank of the Ozarks, BankAtlantic Bancorp, Inc., BankUnited Financial Corp., First Financial Bankshares, Great Southern Bancorp, IBERIABANK Corporation, Omni Financial Services, Inc., Seacoast Banking Corp. of Florida, Security Bank Corp., Simmons First National Corporation, Southside Bancshares, Southwest Bancorp, Sterling Bancshares, Superior Bancorp, TIB Financial Corp. and United Community Banks.

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     The Company did not use the services of an independent compensation consultant to advise on compensation issues in 2006. The Committee will review this decision on an annual basis and employ such a consultant when the Committee determines that it would be helpful.
Components of Compensation
     The key elements of the Company’s executive compensation program are base salary, short-term incentives (bonuses) and long-term incentives compensation (options). The Company tries to determine the proper mix of base, short-term and long-term incentive compensation. In our markets there are a number of national, regional and community banks. The competition for experienced executives in banking is strong. The Committee understands that being a public company that can offer equity incentives, a community banking philosophy, and an above average base pay puts the Company in a competitive position for strong management. The public market for the stock and its easily accessible value is a positive factor in aligning the management’s interest with that of the shareholders and making them meaningful stakeholders.
Base Salary
     Base salaries are targeted at the upper levels for the peer group of companies and are adjusted to recognize varying levels of responsibility, individual performance, individual banks performance if appropriate and internal equity issues. The Committee reviews the base salaries of the executive officers annually. This base salary provides the foundation for a total compensation package that is required to attract, retain and motivate the officers. Mr. Allison, CEO, has declined to receive a salary or bonus. He believes that not receiving compensation for his duties as Chairman and CEO, but instead depending on dividends and appreciation in the value of the stock he holds, his interests are best aligned with those of our shareholders. Consistent with this belief, Mr. Allison did not receive a salary in 2006 and does not intend to do so in the future. Generally, base salaries are not directly related to specific measures of performance, but are determined by experience, the scope and complexity of the position, current job responsibilities, and salaries of competing banks. The Company does not use benchmarking.
Short-term Incentives
     An annual cash bonus plan is intended to reward individual performance for that year. The Compensation Committee reviews the individual performance of the officer, and if they are in charge of a subsidiary bank, the performance of that bank. In evaluating a bank president, the Committee reviews the goals for that subsidiary bank, including return on assets, growth in assets, asset quality, return on equity, gross margin, net income, operating income, net cash flow and regulatory examination results. In evaluating an executive officer of the parent, the Committee reviews the goals of the parent company including shareholder return, earnings per share, and the other criteria noted above. The final consideration is the overall profitability of the Company. The Committee then determines the amount of the awards.
Long-term Incentives
     Consistent with the Company’s philosophy that favors compensation based upon performance, long-term incentives comprise a significant component of total compensation. In March 2006, the Board of Directors adopted and, at the 2006 annual meeting, the shareholders approved the 2006 Stock Option and Performance Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain highly qualified officers, directors, and key employees, and to encourage those employees to improve our business results. The Committee has set a cliff-vesting date of January 1, 2010, for the currently issued performance based options, and has tied the eligibility for those options to annual or cumulative performance goals for the Company and for individual banks. If the annual goals are met, then a percentage of the options are eligible for exercise at the end of the cliff-vesting period. If annual goals are not met, but the Company meets its five-year cumulative goals, participants in the Plan may still become eligible for 100% of the options originally awarded to them. The Committee believes that these

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performance based options that are based in part on the results of the subsidiary bank under the direction of the officer and the cliff vesting of all the options provide annual incentives. The stock awards granted in 2006 are achieving their objective, but the Committee will continue to evaluate the need for additional awards.
     It is the policy of the Committee to award grants with an exercise price set at the fair market value on the date of the grant. The Company does not have a practice of timing option grants to coordinate with the release of material non-public information. Although the Plan is less than one year old, it is the intention of the Committee to evaluate opportunities under the Plan along with the annual setting of salaries and awarding bonuses. The Committee will also consider awards under the Plan if appropriate in recruiting a new employee. The Committee does not have a policy of adjusting awards if performance goals are not met.
     Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that Home BancShares may deduct in any one year with respect to each of its five most highly paid executive officers. There is an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements. Annual cash incentive compensation and stock option awards are generally performance-based meeting those requirements and, as such, are deductible. We do not currently have any executive officer with compensation of $1,000,000 and the Compensation Committee has not adopted a policy with regard to this issue.
Post-Termination Benefits
     We do not have any employment, salary continuation, or severance agreements currently in effect for any of our executive officers.
Supplemental Executive Retirement Plan
     Prior to our acquisition of Community Bank, the bank purchased life insurance policies on its President and Chief Executive Officer, Tracy M. French. The policies offset benefit expenses associated with a supplemental annual retirement benefit that grows on a tax-deferred basis. A portion of the benefit is determined by an indexed formula. The balance of the benefit is determined by crediting interest on the accrued balances. The calculation for the benefit expense accrual is: insurance policy income minus opportunity cost plus interest. The opportunity cost is determined by the bank and is equal to the one year Treasury Bill rate. Community Bank retains the opportunity cost. Prior to Mr. French’s retirement, any earnings in excess of the opportunity costs are accrued to a liability reserve account for his benefit. In addition, that liability account is credited with interest at a rate of 8.0%. At retirement, this liability reserve account is amortized with interest and paid out over a period of 15 years. Subsequent to the liability account being paid out in full, Mr. French will begin receiving an “index retirement benefit” payable for life. If Mr. French dies while there is a balance in his account, this balance will be paid in a lump sum to Mr. French’s beneficiaries.
     Community Bank has all ownership rights in the death benefits and surrender values of the insurance policy on Mr. French. Its obligations under the retirement benefit portion of this policy are unfunded; however, the bank has purchased life insurance policies on Mr. French that are actuarially designed to offset the annual expenses associated with the benefit portion of the policy and will, given reasonable actuarial assumptions, offset all of the cost during Mr. French’s lifetime and provide a complete recovery of costs at death.
     The Compensation Committee is currently investigating a retirement benefit plan for the Chairman and Chief Executive Officer, John W. Allison. The Committee is planning to recommend to the Board of Directors a $250,000 annual benefit that would begin on Mr. Allison’s 65th birthday and continue for his lifetime.

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401(k) Plan
     All our full- and part-time employees over the age of 21 are eligible to participate in our 401(k) Plan immediately. We contribute a matching contribution equal to 50% of the participants’ first 6% of deferred compensation contribution. In addition, we may make a discretionary contribution of up to 3% of total compensation.
Health and Insurance Benefits
     Our full-time officers and employees are provided hospitalization and major medical insurance. We pay a substantial part of the premiums for these coverages. All insurance coverage under these plans is provided under group plans on generally the same basis to all of our full-time employees. Also, we provide other basic insurance coverage including dental, life, and long-term disability insurance.
     In 2004, First State Bank adopted an endorsement split dollar life insurance plan which provides for the purchase of life insurance policies insuring the life of Mr. Allison. Both the bank and Mr. Allison have an interest in each of the policies, and therefore, this is classified as an endorsement split-dollar plan. Mr. Allison’s beneficiaries will be entitled to an amount equal to 50% of the net-at-risk insurance portion of the total proceeds. The net-at-risk portion is the total proceeds less the cash value of the policy. Mr. Allison recognizes the economic value of this death benefit each year on his individual income tax return. The beneficiaries of the policies are named by Mr. Allison and the bank will receive the remainder of the death benefit. The bank has all ownership rights in the death benefits and surrender values of the policies. The premium paid on June 4, 2004, for the policies was $4.8 million. Effective December 22, 2006, the death benefits payable under these policies split between the bank and Mr. Allison’s beneficiaries. If the death benefit were paid in 2007, approximately $7.7 million would be paid to the bank and approximately $2.4 million would be paid to Mr. Allison’s beneficiaries.
Pension Plans
     In connection with the acquisition of Bank of Mountain View and Community Bank, we assumed two defined benefit pension plans. The Community Bank plan was frozen in 2000, and the Bank of Mountain View plan was frozen at the time of the acquisition. As a result, there have been no new participants in the plans and additional benefits earned. None of our executive officers or directors are participants in these frozen plans. The two plans have combined assets of $2.6 million as of December 31, 2006. We made no employer contributions to the plans in 2006.
Perquisites
     Home Bancshares provided certain perquisites to executive management in 2006. These perquisites included country club dues, gasoline for personal cars, 401(k) contributions, and the use of company owned cars. The Company does not own its own airplane, but does use an airplane owned by Mr. Allison’s company, Capital Buyers. An employee of the Company is a pilot and flies the airplane. Mr. Allison also uses the pilot for personal travel which may or may not occur during working hours. When the Company uses the plane, Capital Buyers charges the Company for out of pocket expenses only.

25

Compensation of the Chairman and Chief Executive Officer
     As of December 31, 2006, Mr. Allison received no salary or bonus from the Company. He has stated publicly to investors and to the Compensation Committee that he does not want a salary so that his interests are the same as the investors. His compensation will come from an increase in stock value. On March 13, 2006, Mr. Allison received 62,400 performance based stock options at the then fair market value of $13.18 per share. He surrendered SARS of approximately the same value. The stock options vest on January 1, 2010, if the Company meets stated performance goals. Twenty percent of the options become eligible for exercise every year if the Company meets the annual performance goals. If the annual performance goals are not met, that 20% of the options would only become eligible if before January 1, 2010, the Company had met the cumulative goals. The Company met its annual goals in 2006. Therefore, 12,480 options became eligible and can be exercised by Mr. Allison on January 1, 2010, if he is still holding office with the Company at that time. The Committee believes that Mr. Allison’s compensation arrangement is very beneficial to shareholders.
     At its meeting on January 19, 2007, the Compensation Committee discussed a plan to provide Mr. Allison an annual benefit of $250,000 a year beginning on his 65th birthday and continuing for his life. The Committee is continuing to investigate such a plan and hopes to make a recommendation to the Board at its April 20, 2007, meeting. During its January meeting the Committee also awarded Mr. Allison 20,000 stock options that will vest 50% in one year from the date of grant and 50% in two years from the date of grant. The exercise price of these options is $24.15, the fair market value on date of grant. The Committee based the award on its conclusion that, through Mr. Allison’s leadership, the Company had completed a very successful year, which included an initial public stock offering.
Executive Compensation
     The following table sets forth various elements of compensation awarded to or paid by us for services rendered in all capacities by our CEO, our CFO and our three other most highly-compensated executive officers, our “named executive officers,” during the fiscal year ended December 31, 2006:
[Table follows on next page.]

26

Summary Compensation Table
                                     
                          Change in    
                          pension value    
                          and non-    
                          qualified    
                      Non-equity deferred    
Name and             Stock     incentive plan compensation All other  
principal position Year Salary Bonus awards Option awards compensation earnings compensation Total
John W. Allison,  2006   —   —   —  $50,781   —   —  $93,070(1) $143,851 
Chairman and Chief                                    
Executive Officer                                    
                                     
Randy E. Mayor,  2006  $185,000  $83,250   —   28,829   —   —   11,677(2)  308,756 
Chief Financial                                    
Officer and                                    
Treasurer                                    
                                     
Ron W. Strother,  2006   267,500   26,750   —   65,520   —   —   18,686(3)  378,456 
President and                                    
Chief Operating                                    
Officer                                    
                                     
Tracy M. French,  2006   197,836   82,250   —   24,024   —  $40,437   11,087(4)  355,634 
President of                                    
Community Bank                                    
                                     
C. Randall Sims,  2006   200,000   90,000   —   28,829   —   —   13,196(5)  332,025 
President of First                                    
State Bank                                    
(1)Mr. Allison used a pilot employed by the Company for personal trips in an airplane owned by Capital Buyers, a company owned by Mr. Allison. The incremental cost of those services were determined to be $7,000, using $500 per day (the current rate for a commercial pilot) times 14 days of personal travel. Other compensation also includes Company Board of Directors fees, $12,000; subsidiary bank director fees, $56,525; committee fees, $9,850; gasoline for personal car, $3,224; country club dues, $4,365; and Company-owned life insurance ownership, $106.
(2)Includes country club dues, $1,965; and 401(k) contribution, $9,712.
(3)Includes personal use of Company car, $4,186; and 401(k) contribution, $14,500. The incremental cost of the car was determined by multiplying the percentage of personal miles times the annual lease value of the car.
(4)Includes gasoline for personal car, $1,212; personal use of Company car, $3,930; and 401(k) contribution, $5,945. The cost of the personal use of the car was determined by the procedure described in Note 3 above.
(5)Includes gasoline for personal car, $543; personal use of Company car, $2,350; country club dues, $2,272; and 401(k) contribution, $8,031. The cost of the personal use of the car was determined by the procedure described in Note 3 above.
Employment Agreements
     We currently do not have any employment, salary continuation or severance agreements in effect with any of our executive officers.

27

Stock Awards and Stock Option Grants
     In 2006, our board of directors adopted and, at the 2006 annual meeting, our shareholders approved the Home BancShares 2006 Stock Option and Performance Incentive Plan. Since March 1, 2006, options to purchase an aggregate of 392,086 shares of common stock (net of options cancelled) have been granted pursuant to the Plan, and options to purchase 55,329 shares have been exercised. Options to purchase 1,031,081 shares remained outstanding under the Plan as of such date, and options to purchase 113,590 shares of common stock remained available for future grant under the Plan. See “PROPOSAL THREE – APPROVAL OF AMENDMENT TO THE COMPANY’S 2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN” for more information on the 2006 Stock Option and Performance Incentive Plan.
     The following table contains information about awards granted pursuant to the Plan to each of our named executive officers during the fiscal year ended December 31, 2006:
Grants of Plan-Based Awards Table
                                         
      Estimated future payouts under  Estimated future payouts under           
      non-equity incentive plan awards  equity incentive plan awards      All other    
                                  option    
                              All other  awards:  Exercise 
                              stock  number  or base 
                              awards:  of  price of 
                              number  securities  option 
                              of shares  under-  awards 
  Grant                          of stock  lying  (per 
Name Date  Threshold  Target  Maximum  Threshold  Target  Maximum  or units  options  share) 
John W. Allison  3/13/06   —   —   —   —   —   —   —   62,400  $13.18 
Randy E. Mayor  3/13/06   —   —   —   —   —   —   —   37,440   13.18 
Ron W. Strother  N/A   —   —   —   —   —   —   —   —   — 
Tracy M. French  3/13/06   —   —   —   —   —   —   —   31,200   13.18 
C. Randall Sims  3/13/06   —   —   —   —   —   —   —   37,440   13.18 
     The stock options granted on March 13, 2006, will vest on January 1, 2010. They are subject to annual or cumulative performance goals. If the Company meets its performance goal for the entire period, then all of the stock options will be eligible for exercise on January 1, 2010.
     The Company does not currently have a policy regarding repricing of stock options.
     The following table contains information about unexercised stock options previously granted to each of our named executive officers that are outstanding as of December 31, 2006. The Company has not issued any stock awards; therefore, the table does not include any information related to stock awards:
[Table follows on next page.]

28

Outstanding Equity Awards at Fiscal Year-End Table
                     
Option Awards
          Equity    
          incentive plan    
          awards:    
  Number of     Number of    
  securities     securities    
  underlying Number of securities underlying    
  unexercised underlying unexercised Option Option
  options unexercised options unearned exercise expiration
Name exercisable unexercisable options price date
John W. Allison  1,200   —   —  $7.33   12/31/2010 
   1,200   —   —   7.33   12/31/2011 
   1,200   —   —   7.33   12/31/2012 
   1,200   —   —   7.33   12/31/2013 
   1,200   —   —   7.33   12/31/2014 
   300   —   —   8.33   12/31/2011 
   300   —   —   8.33   12/31/2012 
   300   —   —   8.33   12/31/2013 
   300   —   —   8.33   12/31/2014 
   300   —   —   8.33   12/31/2015 
   300   —   —   9.33   12/31/2012 
   300   —   —   9.33   12/31/2013 
   300   —   —   9.33   12/31/2014 
   300   —   —   9.33   12/31/2015 
   300   —   —   9.33   12/31/2016 
   300   —   —   10.00   12/31/2013 
   300   —   —   10.00   12/31/2014 
   300   —   —   10.00   12/31/2015 
   300   —   —   10.00   12/31/2016 
   —   300   —   10.00   12/31/2017 
   300   —   —   11.67   12/31/2014 
   300   —   —   11.67   12/31/2015 
   300   —   —   11.67   12/31/2016 
   —   300   —   11.67   12/31/2017 
   —   300   —   11.67   12/31/2018 
   300   —   —   12.67   12/31/2015 
   300   —   —   12.67   12/31/2016 
   —   300   —   12.67   12/31/2017 
   —   300   —   12.67   12/31/2018 
   —   300   —   12.67   12/31/2019 
   75,000   —   —   12.67   7/27/2015 
   —   62,400   —   13.18   3/13/2016 
   135   —   —   6.14   3/20/2012 
   1,935   —   —   6.14   12/31/2009 
   774   —   —   6.14   3/31/2011 
   1,212   —   —   11.34   12/31/2013 
   1,212   —   —   11.34   12/31/2014 
   3,636   —   —   11.34   1/1/2015 

29

                     
Option Awards
          Equity    
          incentive plan    
          awards:    
  Number of     Number of    
  securities     securities    
  underlying Number of securities underlying    
  unexercised underlying unexercised Option Option
  options unexercised options unearned exercise expiration
Name exercisable unexercisable options price date
John W. Allison (cont’d.)  242   —   —  $11.34   12/31/2014 
   970   —   —   11.34   1/1/2015 
   1,212   —   —   11.34   1/1/2015 
Randy E. Mayor  12,273   —   —   7.33   12/31/2009 
   12,273   —   —   7.33   12/31/2010 
   12,273   —   —   7.33   12/31/2011 
   12,273   —   —   7.33   12/31/2012 
   12,273   —   —   7.33   12/31/2013 
   —   37,440   —   13.18   3/13/2016 
Ron W. Strother  24,000   —   —   12.67   5/25/2016 
   —   24,000   —   12.67   5/25/2017 
   —   24,000   —   12.67   5/25/2018 
   —   24,000   —   12.67   5/25/2019 
Tracy M. French  —   31,200   —   13.18   3/13/2016 
C. Randall Sims  12,273   —   —   7.33   12/31/2009 
   12,273   —   —   7.33   12/31/2010 
   12,273   —   —   7.33   12/31/2011 
   12,273   —   —   7.33   12/31/2012 
   12,273   —   —   7.33   12/31/2013 
   —   37,440   —   13.18   3/13/2016 
Option Exercises and Stock Awards Vested in 2006
     Our named executive officers did not exercise any stock options or acquire any common shares on vesting of stock awards during 2006.
Pension and Other Benefits
     The following table contains information about the actuarial present value of the accumulated benefit to each of our named executive officers under each plan in which the named executive officer participates that provides for the payment of specified retirement benefits or benefits that will be paid primarily following retirement:
             
        Present  
    Number of value of Payments
    years credited accumulated during last
Name Plan Name service benefit fiscal year
John W. Allison N/A  —   —  —
Randy E. Mayor N/A  —   —  —
Ron W. Strother N/A  —   —  —
Tracy M. French Flexible Premium
Adjustable Life
Insurance Policy (Strategic Life Exec)		  5  $1,078,462  —
C. Randall Sims N/A  —   —  —
Nonqualified Deferred Compensation
     We do not currently have in effect any defined contribution or other plan that provides for the deferral of compensation to any of our executive officers on a basis that is not tax-qualified.

30

Payments Upon Termination or Change-In-Control
     We do not currently have in effect any compensatory plan or other arrangement that provides for payments or the provision of benefits to any of our executive officers upon their termination of employment with the Company or upon a change in control of the Company or a change in the officer’s responsibilities.
Director Compensation
     The following table sets forth various elements of compensation awarded to or paid by us to our directors, other than our named executive officers, during the fiscal year ended December 31, 2006:
                             
                  Change in    
                  pension value    
  Fees             and    
  earned or         Non-equity nonqualified    
  paid in Stock Option incentive plan compensation All other  
Name cash($)(1) awards awards compensation earnings compensation Total
Richard H. Ashley $30,450   —   —   —   —   —  $30,450 
Dale A. Bruns  32,350   —  $2,733   —   —   —   35,083 
Richard A. Buckheim  65,750   —   —   —   —   —   65,750 
Jack E. Engelkes  27,750   —   2,733   —   —   —   30,483 
Frank D. Hickingbotham  5,000   —   —   —   —   —   5,000 
Herren C. Hickingbotham  11,200   —   —   —   —   —   11,200 
James G. Hinkle  30,250   —   —   —   —   —   30,250 
Alex R. Lieblong  5,725   —   2,733   —   —   —   8,458 
William G. Thompson  11,800   —   —   —   —   —   11,800 
(1)Includes Company Board of Directors and committee fees, subsidiary bank director fees and subsidiary bank committee fees.
     During 2006, our non-employee directors received $1,000 ($2,000 for the chairman) for each meeting of the board attended. Directors serving on the Audit or Compensation Committees received $400 ($800 for the chairman) for each meeting attended of those committees, and directors serving on other board committees received $250 ($500 for the chairman) for each meeting attended of those other committees. The fees for 2007 will be the same.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Banking Transactions.Most of our directors and officers, as well as the firms and businesses with which they or members of their immediate families are associated, are customers of our bank subsidiaries. Our bank subsidiaries have engaged in a variety of loan transactions in the ordinary course of business with these individuals and their families and businesses, and it is anticipated that such transactions will occur in the future. In the case of all such related party transactions, each transaction was approved by either the Audit Committee, the Nominating and Corporate Governance Committee, the Board of Directors or the bank subsidiary’s board of directors. In addition, these loans were made on the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions of others. In the opinion of our management, those loan transactions do not involve more than a normal risk of collectability or present other unfavorable features.

31

     As of December 31, 2006, the loans made by our bank subsidiaries to their respective directors and officers and to directors and officers of the Company, either directly or as guarantors, amounted to $53.0 million. We believe that all such extensions of credit were made in conformity with the requirements of Federal Reserve Board Regulation O.
Real Estate Transactions.We lease certain of our properties from persons who are affiliated with us. The property used by our Marketing and Sales Department, in Conway, Arkansas, is leased from the Robert H. “Bunny” Adcock, Jr. Blind Trust, which is the beneficial owner of more than 5% of our common stock. We lease the property located on Hogan Lane in Conway, Arkansas, from Allison, Adcock & Rankin, LLC, a limited liability company owned in part by John W. Allison and the Robert H. “Bunny” Adcock, Jr. Blind Trust. Mr. Allison is our Chairman and Chief Executive Officer. We lease the land for Twin City Bank’s principal office in Lakewood Village Shopping Center from Conservative Development Company, a corporation controlled, through common ownership, by Richard H. Ashley, who is one of our directors. During 2006, the aggregate payments we made, directly or indirectly, to the named persons for the various leases described above were less than $120,000.
     We believe the terms of each of the agreements described above are no less favorable to us than we could have obtained from an unaffiliated third party. We expect we will continue to engage in similar banking and business transactions in the ordinary course of business with our directors, executive officers, principal shareholders and their associates. All proposed related party transactions are presented to the Nominating and Corporate Governance Committee of our Board of Directors for consideration and approval. The Committee does not currently have any formal policies or procedures with respect to its review, approval, or ratification of related party transactions, but considers each related party transaction or proposed related party transaction on a case-by-case basis. According to its charter, the Committee follows the definition of “related party transaction” provided in the SEC’s regulations under the Securities Act of 1933.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
     Section 16 of the Securities and Exchange Act of 1934, as amended, requires each director, officer, and any individual beneficially owning more than 10 percent of the Company’s common stock to file reports on Forms 3, 4, and 5 disclosing beneficial ownership and changes in beneficial ownership of the common stock of the Company with the SEC within specified time frames. These specified time frames require the Form 3’s to be filed on or before the effective date of the issuer’s registration statement. Changes in ownership must be filed on Form 4 within two business days of the transaction. The Company filed with the SEC a Form S-1 registration statement on March 14, 2006, and a Form 10 registration statement on April 7, 2006. The S-1 was not declared effective by the SEC until June 22, 2006, but the Form 10 became effective on June 6, 2006, by operation of law. All 19 Form 3’s were submitted for filing on June 6, 2006. Eleven were processed by the SEC and dated June 6, and eight were dated the next day, June 7. The following were dated June 7, 2006: Alex R. Lieblong, C. Randall Sims, Ron Sims, Ron W. Strother, Brian Davis, Jack E. Engelkes, John W. Allison, and Frank D. Hickingbotham. Based upon a review of copies of such forms, we believe that all our Section 16 filers complied with the filing requirements during the fiscal year except as indicated below. The following inadvertently failed to timely file a Form 4 disclosing the conversion of the Company’s preferred stock into common stock: Alex R. Lieblong, Tracy M. French, John W. Allison, Richard A. Buckheim, William G. Thompson, and Robert Hunter Padgett. Based upon incomplete legal advice, the following failed to timely file a Form 4 disclosing purchases of common stock by their 401(k) plans: Randy E. Mayor, Jennifer Holbrook, and Tracy M. French. C. Randall Sims inadvertently failed to timely file a Form 4 following a purchase of common stock by his 401(k) plan.

32

PRINCIPAL SHAREHOLDERS OF THE COMPANY
     The authorized common stock of the Company consists of 25,000,00050,000,000 shares at $0.01 par value. As of the close of business on February 9, 2007,November 26, 2008, there were 17,217,99719,836,939 shares outstanding held by approximately 3,442 shareholders of record.[ ] registered and beneficial shareholders.
     The following table sets forth certain information as of JanuaryOctober 31, 2007,2008, concerning the number and percentage of shares of our common stock beneficially owned by our directors, our named executive officers, and all of our directors and executive officers as a group, and by each person known to us who beneficially owned more than 5% of the outstanding shares of our common stock.
     Information in this table is based upon “beneficial ownership” concepts described in the rules issued under the Securities Exchange Act of 1934. Under these rules, a person is deemed to be a beneficial owner of any shares of our common stock if that person has or shares “voting power,” which includes the power to vote or direct the voting of the shares, or “investment power,” which includes the right to dispose or direct the disposition of the shares. Thus, under the rules, more than one person may be deemed to be a beneficial owner of the same shares. A person is also deemed to be a beneficial owner of any shares as to which that person has the right to acquire beneficial ownership within 60 days from JanuaryOctober 31, 2007.2008.
     Except as otherwise indicated, all shares are owned directly, and the named person possesses sole voting and investment power with respect to his shares. The address for each of our directors and named executive officers is c/o Home BancShares, Inc., 719 Harkrider, Suite 100, Conway, Arkansas 72032.
[Table follows on next page.]

33

         
  Amount and Nature Percent of
  of Beneficial Shares
Name of Beneficial Owner Ownership Outstanding (1)
5% or greater holders:
        
T. Rowe Price Associates, Inc. (2)  1,370,519   6.9%
Directors and executive officers:
        
Robert H. Adcock, Jr. (3)  719,916   3.6%
John W. Allison (3)(4)  2,802,320   14.1%
Richard H. Ashley (5)  1,196,196   6.0%
Dale A. Bruns (3)  117,023   *
Richard A. Buckheim (3)  45,322   *
S. Gene Cauley  162,934   *
Jack E. Engelkes (3)(6)  73,859   *
Tracy M. French (7)  24,615   *
James G. Hinkle (8)  183,117   *
Alex R. Lieblong (3)(9)  549,878   2.8%
Randy E. Mayor (3)(10)  120,072   *
C. Randall Sims (3)(11)  149,625   *
Ron W. Strother (3)(12)  112,927   *
William G. Thompson (13)  98,220   *
All directors and executive officers as a group (19 persons) (3)
  6,504,594   32.8%

         
  Amount and Nature Percent of
  of Beneficial Shares
Name of Beneficial Owner Ownership Outstanding (1)
5% or greater holders:
        
Robert H. Adcock (2)  861,963   5.0%
Directors and executive officers:
        
John W. Allison (3)(4)  2,625,171   15.2%
Richard H. Ashley (5)  1,059,504   6.2%
Dale A. Bruns (3)  107,455    *
Richard A. Buckheim (3)  41,965    *
Jack E. Engelkes (3)(6)  66,805    *
Tracy M. French (7)  19,039    *
Frank D. Hickingbotham (3)(8)  624,207   3.6%
Herren C. Hickingbotham (3)  229,083   1.3%
James G. Hinkle (9)  169,553   1.0%
Alex R. Lieblong (3)(10)  557,460   3.2%
Randy E. Mayor (3)(11)  121,599    *
C. Randall Sims (3)(12)  138,452    *
Ron W. Strother (3)(13)  77,304    *
William G. Thompson (14)  101,132    *
All directors and executive officers as a group (18 persons) (3)
  6,071,561   35.3%
 
* Less than 1%.

7

(1) The percentage of our common stock beneficially owned was calculated based on 17,217,69719,836,615 shares of our common stock outstanding as of JanuaryOctober 31, 2007.2008. The percentage assumes that the person in each row has exercised all options that are exercisable by that person or group within 60 days of JanuaryOctober 31, 2007.2008.
 
(2) Includes 600 shares that may be issuedBased on information as of September 30, 2008, obtained from a Schedule 13F filed with the SEC on or about November 15, 2008, by T. Rowe Price Associates, Inc. (“Price Associates”). The foregoing information has been included solely in reliance upon, and without independent investigation of, the exercise of vested common stock options. Shares beneficiallydisclosures contained in Price Associates’ Schedule 13F. These securities are owned by Mr. Adcock are held through blind trusts establishedvarious individual and institutional investors for his benefit. The trusteewhich Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of those truststhe reporting requirements of the Securities Exchange Act of 1934, Price Associates is Matt Barnhardt; his addressdeemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, 1225 Front Street, Conway, Arkansas 72032.in fact, the beneficial owner of such securities.
 
(3) Includes shares that may be issued upon the exercise of vested common stock options, as follows: Mr. Adcock, 324 shares; Mr. Allison, 98,028117,642 shares; Mr. Bruns, 1,2002,268 shares; Mr. Buckheim, 2,8443,072 shares; Mr. Engelkes, 2,700 shares; Mr. Frank D. Hickingbotham, 1,212 shares; Mr. Herren C. Hickingbotham, 2,4242,916 shares; Mr. Lieblong, 7,9509,558 shares; Mr. Mayor, 61,36553,019 shares; Mr. Sims, 61,36566,274 shares; Mr. Strother, 24,00077,760 shares; and all directors and executive officers as a group, 336,963416,506 shares.

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(4) Includes 360,000386,717 shares owned by Mr. Allison’s spouse, either individually or as custodian for their children, 7253,699 shares held in Mr. Allison’s IRA and 14,16915,302 shares owned by Capital Buyers, a company that is owned by Mr. Allison.
 
(5) Includes 2,4953,126 shares held in Mr. Ashley’s IRA, 2,7004,241 shares owned by Mr. Ashley’s spouse, 354,3901,668 shares owned by the IRA of Mr. Ashley’s spouse, 387,500 shares owned by Conservative Development Company, a corporation of which Mr. Ashley is president, and 195,393213,648 shares owned by RHA Investments, a company of which Mr. Ashley is a partner.
 
(6) Includes 36,60039,963 shares owned by Mr. Engelkes’ spouse, 9,0009,841 shares for which Mr. Engelkes is custodian for his children, and 800878 shares held in Mr. Engelkes’ Simple IRA.
 
(7) Includes 3,7315,890 shares owned by Mr. French’s 401(k) plan, 5,5396,031 shares held in Mr. French’s IRA, 1,0002,177 shares owned by the Daniel French Trust, and 1,3321,441 shares owned by the Daniel French Irrevocable Trust.
 
(8) Includes 308,360 shares owned by Mr. Hickingbotham’s grandchildren’s trusts.
(9)Includes 167,763181,184 shares owned by the James G. Hinkle Revocable Trust.
 
(10)(9) Includes 11,034 shares that are owned by Mr. Lieblong’s spouse, and 342,900370,332 shares that are owned by Key Colony Fund L.P., a hedge fund of which Mr. Lieblong is the managing partner.
 
(11)(10) Includes 3,2314,897 shares owned by Mr. Mayor’s 401(k) plan, and 12,70813,723 shares held in Mr. Mayor’s IRA.
 
(12)
(11) Includes 28,0881,627 shares owned by Mr. Sims’ children, 26,209 shares held in Mr. Sims’ IRA and 4,216 shares owned by Mr. Sims’ 401(k) plan.
(13)
(12) Includes 4,0045,094 shares owned by Mr. Strother’s 401(k) plan.
 
(14)(13) Includes 2,6482,859 shares owned by Mr. Thompson’s IRA, 3,0933,340 shares owned by the IRA of Mr. Thompson’s spouse, 54,50153,361 shares owned by Thompson Brothers LLC, a company of which Mr. Thompson is a partner, and 304328 shares owned by B and L Thompson Investments LLC, which isa company owned by Mr. Thompson.
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PROPOSAL TWO — APPROVAL OF AMENDMENT TO
AMEND RESTATED ARTICLES OF INCORPORATION
TO INCREASE
NUMBERAMEND TERMS OF AUTHORIZED SHARES OF PREFERRED STOCK


 
General
     Our     On November 21, 2008, the Board of Directors approved, subject to receiving the approval of the shareholders, an amendment to Article THIRD of the Company’s Restated Articles of Incorporation as amended, currentlyto amend the terms of the authorized shares of preferred stock to make the authorized shares “blank check” preferred stock. Currently, the Restated Articles of Incorporation authorize the issuance of 5,500,000 shares of $0.01 par value preferred stock (the “Preferred Stock”), divided into 2,500,000 shares of class A non-voting, non-cumulative, callable and redeemable, convertible preferred stock and 3,000,000 shares of class B non-voting, non-cumulative, callable and redeemable, convertible preferred stock. None of the authorized shares of Preferred Stock of either class is presently issued and outstanding.
     Upon adoption of the proposed amendment, the Preferred Stock will no longer be divided into class A and class B but will consist of such series as issued from time to time by the Board of Directors, and the Preferred Stock would have such voting rights, designations, preferences, and relative, participating, option and conversion or other special rights, and such qualifications, limitations or restrictions, as the Board of Directors may designate for each series issued from time to time. This is commonly referred to as “blank check” preferred stock. The Preferred Stock would be available for issuance without further action by the shareholders, except as may be required by applicable laws or rules of the NASDAQ Stock Market. The total number of authorized shares of Preferred Stock would remain unchanged.
     Specifically, the proposed amendment will give the Board of Directors the express authority, without further action of the shareholders, to issue shares of Preferred Stock from time to time in one or more series and to fix before issuance with respect to each series the preferences, limitations, relative rights and terms of such series. This means that the Board of Directors will be able to designate with respect to each series of Preferred stock: (a) the designation and the number of shares to constitute each series, (b) the liquidation rights, if any, (c) the dividend rights and rates, if any, (d) the rights and terms of redemption, if any, (e) whether the shares will be subject to the operation of a sinking or retirement fund, if any, (f) whether the shares are to be convertible or exchangeable into other securities of the Company, and the rates thereof, if any, (g) any limitations on the payment of dividends on the common stock while any such series is outstanding, if any, (h) the voting power, if any, in addition to the voting rights provided by law, of the shares, which voting powers may be general or special, and (i) such other provisions as are not inconsistent with the Restated Articles of Incorporation. Under Arkansas law, all the shares of any one series of the Preferred Stock shall be identical in all respects.
     The Board of Directors believes that the amendment to the terms of the Preferred Stock is in the best interests of the Company and its shareholders and believes that it is advisable to have such shares available in connection with possible future transactions, such as financings, strategic alliances, corporate mergers, acquisitions, possible funding of new product programs or businesses as may be deemed to be feasible and in the best interests of the Company. In addition, the Board of Directors believes that it is desirable that the Company have the flexibility to issue shares of Preferred Stock without further shareholder action, except as otherwise provided by law.
     If the proposed amendment is approved, a Certificate of Amendment, in the form ofExhibit A, amending the Restated Articles of Incorporation will be filed with the Arkansas Secretary of State as promptly as practicable thereafter and the amendment to the terms of the Preferred Stock would become effective on the date of such filing. The actual text of the amendment may vary as may be determined by the Board of Directors to comply with regulatory requirements and to effectuate the filing of same with the Arkansas Secretary of State.

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Purpose and Effect of the Proposed Amendment
     The primary purpose of the amendment is to enable the Company to sell Senior Preferred Shares to the Treasury under the CPP. The CPP, instituted by the Treasury pursuant to the Emergency Economic Stabilization Act of 2008, provides up to 25,000,000$700 billion to the Treasury to buy mortgages and other assets from financial institutions, to invest and take equity positions in financial institutions, and to establish programs that will allow companies to insure their troubled assets. Under the Program, the Treasury will purchase up to $250 billion of Senior Preferred Shares from qualifying financial institutions. The Program facilitates capital growth in order to increase the flow of financing to U.S. businesses and consumers by selling Senior Preferred Shares to the Treasury and will be available to U.S. financial institutions that meet the Program’s eligibility requirements and that elect to participate before 5:00 p.m. (EST) on November 14, 2008.
     If eligible, the Company may sell an amount of Senior Preferred Shares to the Treasury equal to not less than 1% of the Company’s risk-weighted assets (or $22.1 million) and not more than the lesser of (a) $25 billion and (b) 3% of its risk-weighted assets (or $66.3 million). The Senior Preferred Shares will qualify as Tier 1 capital and will rank senior to common stock andpari passu, which is at an equal level in the capital structure, with existing preferred shares, other than preferred shares which by their terms rank junior to any other existing preferred shares. On October 26, 2008, the Company filed an application with the Federal Reserve Bank of St. Louis requesting to sell $50.0 million of Senior Preferred Shares under the CPP. On November 10, 2008, the Treasury granted preliminary approval to our application.
     The Senior Preferred Shares will pay a cumulative dividend rate of 5% per annum for the first five years and will reset to a rate of 9% per annum after year five. The dividend will be payable quarterly in arrears. The Senior Preferred Shares will be non-voting, other than class voting rights on matters that could adversely affect the shares. The Senior Preferred Shares will be callable at par after three years. Prior to the end of three years, the Senior Preferred Shares may be redeemed with the proceeds from a qualifying equity offering of any Tier 1 perpetual preferred stock or common stock. The Treasury may also transfer the Senior Preferred Shares to a third party at any time. In conjunction with the purchase of Senior Preferred Shares, the Treasury will receive warrants to purchase common stock (the “Warrants”) with an aggregate market price equal to 15% of the Senior Preferred Shares investment. The exercise price of the Warrants will be $26.03, which is the market price of the Company’s common stock at the time of preliminary approval, November 10, 2008, calculated on as 20-trading day trailing average. Based upon this price and the $50.0 million Senior Preferred Shares investment the Company has requested, the Company would issue Warrants to the Treasury to purchase 288,000 shares of the Company’s common stock. The Warrants will have a term of 10 years, and the Company will have to take the steps necessary to register the Senior Preferred Shares and the Warrants and the underlying common stock $0.01 par value.purchasable upon exercise. The issuance of common shares underlying the Warrants will generally dilute the ownership interests of the Company’s current common stock shareholders.See“Possible Effects on Holders of Common Stock – CPP Warrants and Dilution.”
     To participate in the Program, the Company is required to meet certain standards, including: (i) ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the Company; (ii) requiring a clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (iii) prohibiting the Company from making any golden parachute payment to a senior executive based on the Internal Revenue Code provision; and (iv) agreeing not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.
     The Board believes that it is in the best interests of the Company and the shareholders to afford the Company the opportunity to obtain additional capital through the Program and as deemed necessary from time to time by the Board. Approving the amendment will allow the Company to participate in the Program, which will give the Company an additional resource for obtaining capital. Although the Company is already well-capitalized, the Board believes the ability to obtain additional capital through this Program will give the Company more flexibility to pursue future growth and acquisition opportunities. Without this amendment, the Company will not be eligible to participate in the Program.
     The Company will have to execute a Letter Agreement that includes a Securities Purchase Agreement setting out the terms and conditions of the issuance of the Senior Preferred Shares. As of the record date 17,221,938 shares of common stock were issuedthis Proxy Statement, no assurances can be given that the Company will choose to meet these terms and outstanding, 1,042,225 shares were subject to currently outstanding stock options,conditions and 99,960 shares were subject to stock options available for future grant, leaving 6,635,877 shares available for other uses.therefore participate in the Program.

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     The Board of Directors believes that amending the authorized Preferred Stock so that the shares are “blank check” preferred stock will not only allow us to apply to participate in the Program and increase our flexibility in structuring capital raising transactions, future acquisitions, joint ventures, and strategic alliances, but may also be useful in connection with stock dividends, equity compensation plans or other proper corporate actions. The Board of Directors evaluates such opportunities as they arise and considers different capital structuring alternatives designed to advance our business strategy. Having the authority to issue Preferred Stock under such terms as it may designate will enable the Board to develop equity securities with terms tailored to specific purposes and to avoid the possible delay associated with, and significant expense of, calling and holding a special meeting of shareholders to authorize such additional capital stock. The Board of Directors believes that such enhanced ability to respond to opportunities and to favorable capital market conditions before the opportunity or conditions pass is in the best interests of our Company and its shareholders.
     The issuance of shares of Preferred Stock will generally dilute the ownership interests of the current common shareholders, and the mere ability of the Board of Directors of the Company to issue Preferred Stock may discourage hostile tender offers for the Company’s common stock or be viewed as an anti-takeover device. The amendment is not presently intended for that purpose and is not proposed in response to any specific takeover threat known to the Board of Directors. Furthermore, this proposal is not part of any plan by the Board of Directors to adopt anti-takeover devices, and the Board of Directors currently has no present intention of proposing ananti-takeover measures in the near future. In addition, any such issuance of Preferred Stock in the takeover context would be subject to compliance by the Board of Directors with applicable principles of fiduciary duty. Additionally, the issuance of shares of Preferred Stock with certain rights, preferences and privileges senior to those held by the Company’s common shareholders could diminish their rights to receive dividends, if declared by the Board of Directors, and to receive payments upon the Company’s liquidation.
Possible Effects on Holders of Common Stock
     Currently, the Company’s Restated Articles of Incorporation authorizes the issuance of 50,000,000 shares of common stock, of which 19,836,939 are issued and outstanding as of November 26, 2008. The rights of the holders of the Company’s common stock are as follows:
Voting.    The holders of common stock currently possess exclusive voting rights in the Company.  On matters submitted to the shareholders of the Company, the holders of common stock are entitled to one vote for each share held.  No shares have cumulative voting rights.
Dividends.    Holders of shares of common stock are entitled to receive any dividends declared by the Board of Directors out of funds legally available therefor.  The ability of the Company to pay cash dividends is subject to the ability of the Company’s banking subsidiaries to pay dividends or make other distributions to the Company, which in turn are subject to limitations imposed by law and regulation.
Liquidation Rights.    In the event of any liquidation or dissolution of the Company, all assets of the Company legally available for distribution after payment or provision for payment of (i) all debts and liabilities of the Company, (ii) any accrued dividend claims, and (iii) liquidation preferences of any outstanding preferred stock, will be distributed ratably, in cash or in kind, among the holders of common stock.
     Except for the issuance of Senior Preferred Shares under the Program, the Company is unable to determine the actual effects of the issuance of a series of Preferred Stock on the rights of the shareholders of the Company until the Board determines the rights of the holders of such series. However, such effects might include: (i) restrictions on the payment of dividends to holders of the common stock; (ii) dilution of voting power to the extent that the holders of shares of Preferred Stock are given voting rights; (iii) dilution of the equity interests and voting power of holders of common stock if the Preferred Stock is convertible into common stock; and (iv) restrictions upon any distribution of assets to the holders of the common stock upon liquidation or dissolution and until the satisfaction of any liquidation preference granted to the holders of Preferred Stock.
     Based on the Program term sheet provided by the Treasury attached to this Proxy Statement as Exhibit B, the following are the effects on holders of common stock from the issuance of Senior Preferred Shares to the Treasury under the Program:

11

Restrictions on Dividends
     For as long as any Senior Preferred Shares are outstanding, no dividends may be declared or paid on junior preferred shares, preferred shares rankingpari passuwith the Senior Preferred Shares, or common shares (other than in the case ofpari passupreferred shares, dividends on a pro rata basis with the Senior Preferred Shares), nor may the Company repurchase or redeem any junior preferred shares, preferred shares rankingpari passuwith the Senior Preferred Shares or common shares, unless (i) in the case of cumulative Senior Preferred Shares all accrued and unpaid dividends for all past dividend periods on the Senior Preferred Shares are fully paid; or (ii) in the case of non-cumulative Senior Preferred Shares the full dividend for the latest completed dividend period has been declared and paid in full. In addition, the consent of the Treasury will be required for any increase in the per share dividends on common shares until the third anniversary of the date of the Senior Preferred Shares investment unless prior to such third anniversary, the Senior Preferred Shares are redeemed in whole or the Treasury has transferred all of the Senior Preferred Shares to third parties. The Company believes that it could be limited to paying a six cents ($0.06) quarterly dividend so long as the Senior Preferred Shares are outstanding.
Repurchases
     The Treasury’s consent shall be required for any share repurchases (other than (i) repurchases of the Senior Preferred Shares and (ii) repurchases of junior preferred shares or common shares in connection with any benefit plan in the ordinary course of business consistent with past practice) until the third anniversary of the date of this investment unless prior to such third anniversary the Senior Preferred Shares are redeemed in whole or the Treasury has transferred all of the Senior Preferred Shares to third parties. In addition, there shall be no share repurchases of junior preferred shares, preferred shares rankingpari passuwith the Senior Preferred Shares, or common shares if prohibited as described under “Restrictions on Dividends” above.
Voting rights
     The Senior Preferred Shares shall be non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred Shares, (ii) any amendment to the rights of Senior Preferred Shares, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Senior Preferred Shares. If dividends on the Senior Preferred Shares are not paid in full for six dividend periods, whether or not consecutive, the Senior Preferred Shares will have the right to elect two directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods.
CPP Warrants and Dilution
     Participation in the Program requires the Company to issue Warrants to the Treasury to purchase a number of shares of our common stock having a market value equal to 15% of the aggregate liquidation amount of the shares of Senior Preferred Shares purchased by the Treasury. The exercise price of the Warrants and the market value for determining the number of shares of common stock subject to the Warrants would be determined by reference to the market value of our common stock on the date of the preliminary approval, November 10, 2008 (calculated on a 20-day trailing average closing price) of $26.03. The exercise price of the Warrants and the number of shares of common stock issuable upon exercise of the Warrants would be subject to customary anti-dilution adjustments for any stock dividends, stock splits or similar transactions or certain below market issuances by us of common stock or securities convertible into common stock. Based upon the minimum investment in Senior Preferred Shares by the Treasury, the investment the Company has requested, and the maximum Senior Preferred Shares investment by the Treasury, the Company would issue Warrants to the Treasury to purchase 127,000 shares, 288,000 shares, and 382,000 shares of common stock, respectively. The issuance of common shares underlying the Warrants will generally dilute the ownership interests of the Company’s existing common stock shareholders.
     The Warrants would have a term of 10 years. The Warrants would be immediately exercisable and would not be subject to restrictions on transfer; however, the Treasury would only be permitted to exercise or transfer one-half of the Warrants prior to the earlier of (i) the date on which we have received aggregate gross proceeds of at least 100% of the issue price of the Senior Preferred Shares from a “Qualified Equity Offering” (an offering of other Tier 1 qualifying perpetual preferred stock or common stock) or (ii) December 31, 2009. If we receive aggregate gross proceeds of at least 100% of the issue price of the Senior Preferred Shares from one or more Qualified Equity Offerings on or prior to December 31, 2009, the number of shares of our common stock underlying the Warrants

12

would be reduced by 50%. The Treasury would agree not to exercise voting power with respect to any shares of common stock issued to the Treasury upon exercise of the Warrants; however, persons to whom the Treasury subsequently transferred these shares would not be bound by this voting restriction.
Use and Effect of CPP Proceeds
     To ensure that during these uncertain times, the Company is well positioned to support existing operations, the Company intends initially to invest any proceeds received from its participation in the CPP in earning assets consisting of investment securities. The Company then intends to utilize a portion of such proceeds to fund future prudent loan growth in all of its markets. Prior to their deployment, these funds will provide the Company with additional liquidity, reduce our current borrowings, and augment our investments. The Company also intends to use the proceeds for general corporate purposes and to further strengthen our capital position.
Registration of CPP Shares
     The Company would be required to file a shelf registration statement with the Securities and Exchange Commission to permit the transferability of the Senior Preferred Shares, as well as the Warrants and the shares of common stock underlying the Warrants, as soon as practical after the date of the Treasury’s investment in the Senior Preferred Shares.
Treasury Not Obligated to Issue CPP and Effect of Non-issuance
     The Treasury is not obligated to accept our application to participate in the Program, and the proceeds of the related sale of capital securities is not guaranteed. Therefore, there can be no assurance that the transactions described herein will be completed. The Board of Directors believes that the shareholders should approve the amendment to the Restated Articles of Incorporation regardless of whether the Treasury accepts our application because such action would provide the Company with maximum flexibility in possible future capital raising opportunities that may be deemed advisable and in the best interest of the Company and our shareholders.
     In the event that the proposed amendment to the Restated Articles of Incorporation is approved by the shareholders but the Treasury does not accept our application, the Company would remain a “well-capitalized” financial institution and our financial condition and results of operations would not be materially different. However, our total capital would not be augmented to the extent of the Program proceeds. In addition, because of the extensive publicity of CPP and certain market perceptions as to the financial health of firms that are denied access to CPP, the affect on our stock price or future ability to grow organically or acquire banks could be adversely effected.
CPP Impact on Executive Compensation
     To participate in the Program, the Company would be required to adhere to the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds any equity securities issued by us under the CPP.See“Purpose and Effect of Proposed Amendment.” The Compensation Committee has already reviewed these requirements and passed an omnibus resolution prohibiting any payments that would violate Section 111 of the Emergency Economic Stabilization Act of 2008.
Pro Forma Financial Information
     The unaudited pro forma condensed consolidated financial data set forth below has been derived by the application of pro forma adjustments to the Company’s historical financial statements for the year ended December 31, 2007, and the nine months ended September 30, 2008. The unaudited pro forma consolidated financial data gives effect to the events discussed below as if they had occurred on January 1, 2007, in the case of the statement of income data and September 30, 2008, in the case of the balance sheet and regulatory capital ratio data. The key assumptions in the following pro forma statements include the following:
The issuance of Senior Preferred Shares under the CPP for $22.1 million, $50.0 million and $66.3 million for the minimum, requested and maximum investment, respectively, as defined by the Program,

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•The issuances of Warrants to purchase approximately 127,000, 288,000 and 382,000 shares of the Company’s common stock, respectively, for the minimum, requested and maximum investment under the CPP, and
•The investment of the proceeds in earning assets.
     The Company presents unaudited pro forma consolidated balance sheet data, including selected line items from our balance sheet and selected capital ratios, as of September 30, 2008. We also present unaudited pro forma condensed consolidated income statements for the year ended December 31, 2007, and the nine months ended September 30, 2008. The pro forma financial data may change materially based on the timing and utilization of the proceeds as well as certain other factors including the strike price of the Warrants, any subsequent changes in the Company’s common stock price, and the discount rate used to determine the fair value of the Senior Preferred Shares.
     The information should be read in conjunction with the Company’s audited financial statements and the related notes as filed as part of our Annual Report on Form 10-K for the year ended December 31, 2007, and our unaudited consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
     The following unaudited pro forma consolidated financial data is not necessarily indicative of our financial position or results of operations that actually would have been attained had proceeds from the Program been received, or the issuance of the Warrants pursuant to the Program been made, at the dates indicated, and is not necessarily indicative of our financial position or results of operations that will be achieved in the future. In addition, as noted above, our participation in the Program is subject to our shareholders approving the proposed amendment to our Restated Articles of Incorporation described in this Proxy Statement.
     We have included the following unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the proposal to amend our Restated Articles of Incorporation. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Proxy Statement and those described under the Cautionary Note Regarding Forward-Looking Statements which immediately preceding Part I of our Annual Report on Form 10-K for the year ended December 31, 2007, in the Cautionary Note Regarding Forward-Looking Statements which immediately precedes Part I of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, and in our other reports filed with the SEC.
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Home BancShares, Inc.
Pro Forma Consolidated Balance Sheets
                             
  Historical       
  September 30,  Pro Forma Adjustments  Pro Forma 
(In thousands, except share data) 2008  Minimum  Requested  Maximum  Minimum  Requested  Maximum 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
Assets
                            
 
Cash and cash equivalents $60,735  $—  $—  $—  $60,735  $60,735  $60,735 
 
Investment securities(1)
  381,564   22,108   50,000   66,324   403,672   431,564   447,888 
 
Loans receivable, net  1,931,551   —   —   —   1,931,551   1,931,551   1,931,551 
 
Other assets  276,740   —   —   —   276,740   276,740   276,740 
                      
 
Total assets
 $2,650,590  $22,108  $50,000  $66,324  $2,672,698  $2,700,590  $2,716,914 
                      
                             
Liabilities and Stockholders’ Equity
                            
                             
Total deposits $1,913,071  $—  $—  $—  $1,913,071  $1,913,071  $1,913,071 
 
Total other borrowings  434,130   —   —   —   434,130   434,130   434,130 
 
Other liabilities  12,350   —   —   —   12,350   12,350   12,350 
                      
 
Total liabilities
  2,359,551   —   —   —   2,359,551   2,359,551   2,359,551 
                      
 
Stockholders’ equity:
                            
 
Preferred stock(2)
  —   22,108   50,000   66,324   22,108   50,000   66,324 
 
Discount on preferred stock(4)
  —   (1,182)  (2,679)  (3,554)  (1,182)  (2,679)  (3,554)
 
Common stock  198   —   —   —   198   198   198 
 
Capital surplus  252,836   —   —   —   252,836   252,836   252,836 
 
Warrants(2) (3)
  —   1,182   2,679   3,554   1,182   2,679   3,554 
 
Retained earnings  43,310   —   —   —   43,310   43,310   43,310 
 
Accumulated other comprehensive loss  (5,305)              (5,305)  (5,305)  (5,305)
                      
 
Total stockholders’ equity
  291,039   22,108   50,000   66,324   313,147   341,039   357,363 
                      
 
Total liabilities and stockholders’ equity
 $2,650,590  $22,108  $50,000  $66,324  $2,672,698  $2,700,590  $2,716,914 
                      

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(1)Assumes the CPP proceeds are invested in earning assets (consisting of investment securities). The actual impact to net interest income would be different as the Company expects to utilize a portion of the proceeds to fund future prudent loan growth. However, such impact cannot be estimated at this time as the impact of the investments would vary in timing and pricing.
(2)Consists of the minimum, requested and maximum Senior Preferred Shares issuance under the CPP. The value of the Senior Preferred Shares and associated Warrants are allocated based on the relative fair value of the Warrants as compared to the fair value of the Senior Preferred Shares. The Senior Preferred Shares are valued using a discounted cash flow model. The Warrants are valued under the Black-Scholes pricing model.
(3)The value of the Warrants uses the following assumptions under the Black-Scholes pricing model: the Company’s common stock price, dividend yield, stock price volatility, and the risk-free interest rate. The common stock price is based on a 20-day trading day trailing average as of November 10, 2008.
(4)The discount on the Senior Preferred Shares is amortized over a 5-year period via the straight line method.
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Home BancShares, Inc.
Pro Forma Consolidated Statements of Income
                             
  Historical Twelve       
  Month Ended  Pro Forma Adjustments  Pro Forma 
(In thousands, except share data) December 31, 2007  Minimum  Requested  Maximum  Minimum  Requested  Maximum 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
Total interest income(1)
 $141,765  $1,105  $2,500  $3,316  $142,870  $144,265  $145,081 
 
Total interest expense  73,778   —   —   —   73,778   73,778   73,778 
                      
 
Net interest income
  67,987   1,105   2,500   3,316   69,092   70,487   71,303 
 
Provision for loan losses  3,242   —   —   —   3,242   3,242   3,242 
                      
 
Net interest income after provision for loan losses
  64,745   1,105   2,500   3,316   65,850   67,245   68,061 
 
Total non-interest income  25,754   —   —   —   25,754   25,754   25,754 
 
Total non-interest expense  61,535   —   —   —   61,535   61,535   61,535 
                      
 
Income before income taxes
  28,964   1,105   2,500   3,316   30,069   31,464   32,280 
 
Income tax expense(2)
  8,519   433   981   1,301   8,952   9,500   9,820 
                      
 
Net income
  20,445   672   1,519   2,015   21,117   21,964   22,460 
 
Preferred stock dividends(3)
  —   1,342   3,036   4,027   1,342   3,036   4,027 
                      
 
Net income available to common shareholders
 $20,445  $(670) $(1,517) $(2,012) $19,775  $18,928  $18,433 
                      
                             
Basic earnings per share
 $1.10  $(0.04) $(0.08) $(0.11) $1.06  $1.02  $0.99 
                      
 
Diluted earnings per share
 $1.08  $(0.04) $(0.08) $(0.11) $1.04  $1.00  $0.97 
                      
 
Dividend declared per common share
 $0.134  $—  $—  $—  $0.134  $0.134  $0.134 
                      
 
Weighted average shares outstanding                            
 
Basic  18,614   —   —   —   18,614   18,614   18,614 
 
Diluted(4)(5)
  18,927   —   —   —   18,927   18,927   18,927 

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(1)Assumes the CPP proceeds are invested in earning assets (consisting of investment securities with an assumed effective yield of 5%). The actual impact to net interest income would be different as the Company expects to utilize a portion of the proceeds to fund future prudent loan growth. However, such impact cannot be estimated at this time as the impact of the investments would vary in timing and pricing.
(2)Additional income tax expense is attributable to additional net interest income as described in Note 1 at the statutory rate of 39.225%.
(3)Consists of dividends of approximately $1.1 million, $2.5 million and $3.3 million for the minimum, requested and maximum investments, respectively, on the Senior Preferred Shares at a 5% annual rate as well as approximately $236,000, $536,000 and $711,000 for the minimum, requested and maximum investments, respectively, of accretion on discount on the Senior Preferred Shares upon issuance. The discount is determined based on the value that is allocated to the Warrants upon issuance. The discount is accreted back to par value on the straight line method over a 5-year term, which is the expected life of the Senior Preferred Shares upon issuance. The estimated accretion is based on a number of assumptions that are subject to change. These assumptions include the discount (market rate at issuance) rate on the Senior Preferred Shares, and assumptions underlying the value of the Warrants. The proceeds are allocated based on the relative fair value of the Warrants as compared to the fair value of the Senior Preferred Shares. The fair value of the Warrants is determined under a Black-Scholes model. The model includes assumptions regarding the Company’s common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate. The lower the value of the Warrants, the less negative impact on net income and earnings per share available to common shareholders. The fair value of the Senior Preferred Shares is determined based on assumptions regarding the discount rate (market rate) of the Senior Preferred Shares (currently estimated at 12%). The lower the discount rate, the less negative impact on net income and earnings per share available to common shareholders.
(4)The Treasury would receive Warrants to purchase a number of shares of our common stock having an aggregate market price equal to 15% of the proceeds on the date of issuance with a strike price equal to the trailing 20-day trading average leading up to the preliminary approval date. This pro forma assumes that the Warrants would give the Treasury the option to purchase 127,000, 288,000 and 382,000 shares of the Company common stock, respectively, for the minimum, requested and maximum investment under the Program. The pro forma adjustment shows the increase in diluted shares outstanding assuming that the Warrants had been issued on January 1, 2007, at a strike price of $26.03 (based on the Company’s trailing 20-day average share price as of November 10, 2008) and remained outstanding for the entire period presented. The treasury stock method was utilized to determine dilution of the warrants for the period presented.
(5)As a result of the closing stock price for the Companyof $19.42 on December 31, 2007, there is not any stock dilution for the stock warrants since they are projected to have a strike price of $26.03.
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Home BancShares, Inc.
Pro Forma Consolidated Statements of Income
                             
  Historical Nine       
  Month Ended  Pro Forma Adjustments  Pro Forma 
(In thousands, except share data) September 30, 2008  Minimum  Requested  Maximum  Minimum  Requested  Maximum 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
Total interest income(1)
 $111,024  $829  $1,875  $2,487  $111,853  $112,899  $113,511 
 
Total interest expense  46,597   —   —   —   46,597   46,597   46,597 
                      
 
Net interest income
  64,427   829   1,875   2,487   65,256   66,302   66,914 
 
Provision for loan losses  6,952   —   —   —   6,952   6,952   6,952 
                      
 
Net interest income after provision for loan losses
  57,475   829   1,875   2,487   58,304   59,350   59,962 
 
Total non-interest income  26,985   —   —   —   26,985   26,985   26,985 
 
Total non-interest expense  55,658   —   —   —   55,658   55,658   55,658 
                      
 
Income before income taxes
  28,802   829   1,875   2,487   29,631   30,677   31,289 
 
Income tax expense(2)
  9,306   325   735   976   9,631   10,041   10,282 
                      
 
Net income
  19,496   501   1,140   1,511   20,000   20,636   21,007 
 
Preferred stock dividends(3)
  —   1,007   2,277   3,020   1,007   2,277   3,020 
                      
 
Net income available to common shareholders
 $19,496  $(503) $(1,137) $(1,509) $18,993  $18,359  $17,987 
                      
 
Basic earnings per share
 $0.98  $(0.02) $(0.05) $(0.07) $0.96  $0.93  $0.91 
                      
 
Diluted earnings per share
 $0.96  $(0.02) $(0.06) $(0.07) $0.94  $0.90  $0.89 
                      
 
Dividend declared per common share
 $0.157  $—  $—  $—  $0.157  $0.157  $0.157 
                      
 
Weighted average shares outstanding
 
Basic  19,808   —   —   —   19,808   19,808   19,808 
 
Diluted(4)(5)
  20,309   —   —   —   20,309   20,309   20,309 

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(1)Assumes the CPP proceeds are invested in earning assets (consisting of agency guaranteed securities with an assumed effective yield of 5%). The actual impact to net interest income would be different as the Company expects to utilize a portion of the proceeds to fund future prudent loan growth. However, such impact cannot be estimated at this time as the impact of the investments would vary in timing and pricing.
(2)Additional income tax expense is attributable to additional net interest income as described in Note 1 at the statutory rate of 39.225%.
(3)Consists of dividends of approximately $829,000, $1.9 million and $2.5 million for the minimum, requested and maximum investments, respectively, on the Senior Preferred Shares at a 5% annual rate as well as approximately $177,000, $402,000 and $533,000 for the minimum, requested and maximum investments, respectively, of accretion on discount on the Senior Preferred Shares upon issuance. The discount is determined based on the value that is allocated to the Warrants upon issuance. The discount is accreted back to par value on the straight line method over a 5-year term, which is the expected life of the Senior Preferred Shares upon issuance. The estimated accretion is based on a number of assumptions that are subject to change. These assumptions include the discount (market rate at issuance) rate on the Senior Preferred Shares, and assumptions underlying the value of the Warrants. The proceeds are allocated based on the relative fair value of the Warrants as compared to the fair value of the Senior Preferred Shares. The fair value of the Warrants is determined under a Black-Scholes model. The model includes assumptions regarding the Company’s common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate. The lower the value of the Warrants, the less negative impact on net income and earnings per share available to common shareholders. The fair value of the Senior Preferred Shares is determined based on assumptions regarding the discount rate (market rate) of Senior Preferred Shares (currently estimated at 12%). The lower the discount rate, the less negative impact on net income and earnings per share available to common shareholders.
(4)The Treasury would receive Warrants to purchase a number of shares of our common stock having an aggregate market price equal to 15% of the proceeds on the date of issuance with a strike price equal to the trailing 20-day trading average leading up to the closing date. This pro forma assumes that the Warrants would give the Treasury the option to purchase 127,000, 288,000 and 382,000 shares of the Company’s common stock, respectively, for the minimum, requested and maximum investment under the Program. The pro forma adjustment shows the increase in diluted shares outstanding assuming that the Warrants had been issued on January 1, 2008, at a strike price of $26.03 (based on the Company’s trailing 20-day average share price as of November 10, 2008) and remained outstanding for the entire period presented. The treasury stock method was utilized to determine dilution of the Warrants for the period presented.
(5)As a result of the closing stock price for the Company of $25.87 on September 30, 2008, there is not any stock dilution for the Warrants since they are projected to have a strike price of $26.03.
               In addition to the pro forma condensed financial statements presented above, the following table shows our historical regulatory capital ratios as of September 30, 2008, for the Company as well as pro forma ratios for the minimum, requested and maximum investments under the Program as if such investments had been made as of September 30, 2008. The minimum investment (1% of risk-weighted assets) is $22.1 million, the requested investment is $50.0 million and the maximum investment (3% of risk-weighted assets) is $66.3 million.
                 
      Pro Forma as of Pro Forma as of Pro Forma as of
      September 30, 2008 September 30, 2008 September 30, 2008
      Assuming Sale of $22.1 Assuming Sale of $50.0 Assuming Sale of  $66.3 
      million (minimum) of million (requested) of million (maximum) of
  September 30, 2008 Preferred Stock Preferred Stock Preferred Stock
Regulatory Capital Ratios
 Actual Pursuant to the Program Pursuant to the Program Pursuant to the Program
Home BancShares, Inc.
                
Leverage ratio  11.29%  12.05%  13.00%  13.54%
Tier I risk-based capital  13.02%  13.99%  15.21%  15.92%
Total risk-based capital  14.27%  15.24%  16.46%  17.17%

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     The Company is “well capitalized” under regulatory guidelines as of September 30, 2008, even without issuing any Preferred Stock.  
     At September 30, 2008, the Company had capital ratios in excess of those required to be considered well-capitalized under banking regulations. The Board believes it is prudent for us to apply for capital available under the Program because (i) the cost of capital under the Program may be significantly lower than the cost of capital otherwise available to us at this time, and (ii) despite being well-capitalized, additional capital under the Program would provide the Company additional flexibility to meet future capital needs that may arise. Specifically, we plan to use the additional capital to fund prudent loan growth in our markets, general corporate purposes and to further strengthen our capital position.See“Use and Effect of CPP Proceeds.”
Dissenter’s Rights
     Pursuant to the Arkansas Business Corporations Act of 1987, as amended, the Company’s shareholders are not entitled to increasedissenters’ rights of appraisal with respect to the number of authorized shares of common stock from 25,000,000 to 50,000,000. If the shareholders approve this proposal, the first sentence ofproposed amendment.
Proposed Amendment
     Article THIRD inof the Company’s Restated Articles of Incorporation as amended, willwould be amended to readand restated in its entirety as follows:follows assuming adoption of the proposal:
     THIRD: The authorized capital stock (the “Capital Stock”) of this Corporation shall be 50,000,000 shares of voting common stock (the “Common Stock”) having a par value of $.01$0.01 per share, and 5,500,000 shares of $0.01 par value preferred stock (the “Preferred Stock”), divided into 2,500,000. The Board of Directors of the Corporation, acting pursuant to the authority contained herein and under Arkansas law, without any vote of the shareholders of the Corporation, may issue shares of class A non-voting, non-cumulative, callablePreferred Stock in one or more series and redeemable, convertible preferred stock (“Class Amay determine the preferences, limitations, relative rights and terms of the Preferred Stock”) and 3,000,000 or any series of shares of class B non-voting, non-cumulative, callable and redeemable, convertible preferred stock (“Class Bthe Preferred Stock”).
Purpose and Effect before the issuance of such shares of Preferred Stock or series of shares of the ProposedPreferred Stock. Before issuing any shares of Preferred Stock or any series of shares of the Preferred Stock, the Corporation, if required by Arkansas law, shall file with the Secretary of State of Arkansas Articles of Amendment containing the text of the amendment, preferences, limitations, relative rights and terms of the Preferred Stock or of such series of Preferred Stock.
Voting Rights. The Common Stock shall have one vote per share on all matters submitted to the shareholders for a vote. No holder of Common Stock shall have the right to cumulate their votes in the election of directors.
Dividends. Dividends may not be declared unless the requirements for the payment of dividends under Arkansas law are met, and are payable only if and to the extent that the Board of Directors determines that earnings are available. No interest shall be payable on any declared and unpaid dividends.
     The Board believes thatactual text of the current number of authorized shares does not provide the Company with adequate flexibility to issue stock in connection with any future acquisitions or for general corporate purposes. In particular, if the Board determines that it would be appropriate to effect a significant acquisition through the exchange of common stock, conduct a stock offering or declare a dividend or split, the current number of unissued authorized shares might not be enough to complete such transaction. Although we cannot guarantee that any future acquisitions, stock offerings, dividends or splits will occur, the Board believes that the proposed increase in the number of authorized shares will provide the Company with the flexibility necessary to maintain a reasonable stock price through future stock dividends or splits, or to issue shares in connection with an acquisition or other corporate purpose, without incurring the expense of convening a special shareholder’s meeting or the delay of waiting until the next annual meeting.
     If this proposal is approved, all authorized but unissued shares of common stock will be available from time to time for any proper purpose approvedamendment may vary as determined by the Board including issuances in connectionof Directors to comply with stock-based benefit plans, future stock splits or dividends and issuances to raise capital or effect acquisitions. Neither the Company nor the Board currently has any arrangements or understandings with respect to the issuance or useregulatory requirements, including of the additional shares of authorized common stock soughtTreasury, and in order to be approved (other than issuances permitted or required undereffectuate the Company’s stock-based benefit plans or awards made pursuant to those plans). If this proposal is approved, all or any ofamendment with the shares may be issued without further shareholder action, unless required by law or the rules of the Nasdaq Stock Market.appropriate government agency.

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     Existing shareholders do not have preemptive or similar rights to subscribe for or purchase any additional shares of common stock that the Company may issue in the future. Therefore, issuances of common stock other than issuances on a pro rata basis to all shareholders would reduce each shareholder’s proportionate interest in the Company.
     An increase in the authorized number of shares of common stock could have an anti-takeover effect. If we issue additional shares in the future, such an issuance could dilute the voting power of a person seeking control of the Company, thereby making an attempt to acquire control of the Company more difficult or expensive. Neither the Board nor management is currently aware of any attempt, or contemplated attempt, to acquire control of the Company, and we are not presenting this proposal with the intent that it be used as an anti-takeover device.
Vote Required to Approve Proposal
     Approval of the amendment to the Restated Articles of Incorporation to increaseamend the numberterms of the authorized shares of Preferred Stock requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present.
The Board of Directors Recommends that Shareholders Vote
FOR
Approval of the Amendment to the Company’s Restated Articles of Incorporation
to IncreaseAmend the Number of Authorized Shares
PROPOSAL THREE — APPROVAL OF AMENDMENT TO THE COMPANY’S
2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
     The 2006 Stock Option and Performance Incentive Plan (the “Plan”) was adopted by our Board of Directors in March 2006 and approved by our stockholders in June 2006. The number of shares originally authorized for issuance under the Plan was 1,200,000. AsTerms of the record date, options and other stock awards to purchase 1,042,225 sharesAuthorized Shares of common stock were issued and outstanding under the Plan, and 99,960 shares of common stock were available for issuance under the Plan.
     On February 28, 2007, our Board of Directors approved an amendment to the Plan, subject to shareholder approval, to increase the number of shares reserved for issuance under the Plan by 300,000 shares. This amendment is being submitted to our shareholders for approval.Preferred Stock
2006 Stock Option and Performance Incentive PlanFORWARD LOOKING STATEMENTS
     In 2006, our board of directors adopted and our shareholders approvedThis Proxy Statement contains “forward-looking statements” within the Home BancShares 2006 Stock Option and Performance Incentive Plan. The purposemeaning of the Plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve our business results and to attract and retain officers and employees.
     The Plan amends and restates various prior plans that were adopted either by us or companies that we acquired. Awards made under anyPrivate Securities Litigation Reform Act of the prior plans will be subject to the terms and conditions of the

37

Plan, which is designed not to impair the rights of award holders under the prior plans. The Plan goes beyond the prior plans by including new types of awards (such as unrestricted stock, performance shares, and performance and annual incentive awards) in addition to the stock options (incentive and non-qualified), stock appreciation rights, and restricted stock that could have been awarded under one or more of the prior plans.
Administration.The Plan is administered by our Compensation Committee. Subject to the terms of the Plan, the Compensation Committee may select participants to receive awards; determine the types of awards, terms, and conditions of awards; and interpret provisions of the Plan.
Source of Shares.The common stock issued or to be issued under the Plan consists of authorized but unissued shares and treasury shares. If any shares covered by an award are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock counted against the aggregate number of shares available under the Plan with respect to the award will, to the extent of any such forfeiture or termination, again be available for making awards.
     If the option price, a withholding obligation or any other payment is satisfied by tendering shares or by withholding shares, only the number of shares issued net of the shares tendered or withheld will be deemed delivered for the purpose of determining the maximum number of shares available for delivery under the Plan.
Eligibility.Awards1995. Such statements may be made under the Plan to all employees, officers, directors, consultantsdirectly in this Proxy Statement and other key persons. In determining to whom awards will be granted, the committee will take into account the nature of the services, potential contributions, and other relevant factors.
Amendment or Termination of the Plan.While our Board of Directors may suspend, terminate or amend the Plan at any time, no amendment may adversely impair the rights of grantees with respect to outstanding awards. In addition, an amendment will be contingent on approval of our shareholders to the extent required by law. Unless terminated earlier, the Plan will automatically terminate ten years after its adoption by our Board of Directors.
Options.The Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code (incentive stock options) and stock options that do not qualify as incentive stock options (non-qualified stock options). The exercise price of each stock option may not be less than 100% of the fair market value of our common stock on the date of grant. If we were to grant incentive stock options to any 10% shareholder, the exercise price may not be less than 110% of the fair market value of our common stock on the date of grant. We may grant options in substitution for options held by employees of companies that we may acquire. The fair market value of our common stock on March 1, 2007, based upon the closing price as reported on the Nasdaq Stock Market on that date, was $23.20.
     The term of each stock option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. The exercisability of options may be accelerated by the Compensation Committee. In general, an optionee may pay the exercise price of an option by cash or cash equivalent, or, if permitted by the committee, by tendering shares of our common stock (which if acquired from us have been held by the optionee for at least six months).

38

     Stock options granted under the Plan may not be sold, transferred, pledged, or assigned other than by will or under applicable laws of descent and distribution or pursuant to a domestic relations order.
Other Awards.The Compensation Committeethey may also award under the Plan:
•restricted shares of common stock, which are shares of our common stock subject to restrictions;
•stock units, which are common stock units subject to restrictions;
•unrestricted shares of common stock, which are shares of our common stock issued at no cost or forbe made a purchase price determined by the Compensation Committee and which are free from any restrictions under the Plan;
•tax offset payments, which are common stock or cash used to pay income taxes incurred as a result of participation in the Plan;
•stock appreciation rights, tandem or non-tandem, which are a right to receive a number of shares or, in the discretion of the committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the Compensation Committee; and
•performance and annual incentive awards, ultimately payable in our common stock or cash, as determined by the Compensation Committee. The Compensation Committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria (described below). The Compensation Committee may modify, amend or adjust the terms of each award and performance goal.
     Section 162(m) of the Internal Revenue Code limits publicly held companies to an annual deduction for federal income tax purposes of $1.0 million for compensation paid to their chief executive officer and the four highest compensated executive officers (other than the chief executive officer) determined at the end of each year (referred to as covered employees). However, performance-based compensation is excluded from this limitation. The Plan was not subject to Section 162(m) in 2006 because the regulations under Section 162(m) provide for a grace period for awards granted during the year in which a corporation becomes a publicly held company. Beginning as of the calendar year 2007, the Plan is subject to Section 162(m). The Plan is designed to permit the Compensation Committee to grant awards that qualify as performance-based compensation for purposes of satisfying the conditions of Section 162(m).
Business Criteria.The Compensation Committee uses one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries (except with respect to the total shareholder return and earnings per share criteria), in establishing performance goals for awards intended to comply with Section 162(m) of the Internal Revenue Code granted to covered employees:
•shareholder return;
•return on assets;
•growth in assets;
•return on equity;
•earnings per share;

39

•net income;
•operating income; and
•free cash flow.
Adjustments for Stock Dividends and Similar Events.The Compensation Committee makes appropriate adjustments in outstanding awards and the number of shares available for issuance under the Plan, including the individual limitations on awards, to reflect common stock dividends, stock splits, spin-offs and other similar events.
Federal Income Tax Consequences of Options and Stock Awards Under the Plan
     THE FOLLOWING IS A GENERAL SUMMARY OF THE TYPICAL FEDERAL INCOME TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS, STOCK APPRECIATION RIGHTS OR AWARDS OF RESTRICTED STOCK UNDER THE PLAN. IT DOES NOT DESCRIBE APPLICABLE FOREIGN, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS OR OF THE GRANT OF RESTRICTED STOCK. THIS SUMMARY IS BASED UPON THE PROVISIONS OF THE INTERNAL REVENUE CODE, APPLICABLE TREASURY REGULATIONS, ADMINISTRATIVE RULINGS AND JUDICIAL DECISIONS, ALL AS IN EFFECT AS OF THE DATE OF THIS PROXY STATEMENT. THERE CAN BE NO ASSURANCE THAT FUTURE LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CHANGES COULD APPLY RETROACTIVELY, WILL NOT AFFECT THE ACCURACY OF THIS SUMMARY.
Stock Awards. A recipient of a stock award has taxable income in the amount equal to the excess of the fair market value of the stock on the date it “vests” over any consideration paid for the common stock (the “spread”). Stock vests either (i) when it is no longer subject to a “substantial risk of forfeiture” (such as a requirement that the recipient retransfer shares at cost or some other material discount from fair market value upon cessation of employment), (ii) when it is freely transferable, or (iii) at the time of issuance if the recipient makes an election under Section 83(b) of the Internal Revenue Code within 30 days of the issuance. The taxable income constitutes wages subject to income and employment tax withholding, and the Company receives a corresponding income tax deduction. The recipient will have a basis in his or her shares equal to the value of the shares on the date they vest, and the holding period for the shares will date from vesting. In general, a sale of the shares will produce capital gain or loss which will be long term or short term depending on the period of time included in the recipient’s holding period, except that a recipient who makes a Section 83(b) election will not be entitled to any loss should the shares subsequently be forfeited back to the Company.
Options. The grant of an option has no federal income tax effect on the optionee. Upon exercise of the option, unless the option was qualified as an incentive stock option as discussed below, the optionee is treated in the same manner as a recipient of a stock award. Special federal income tax rules apply if our common stock is used to pay all or part of this Proxy Statement by reference to other information filed with the option exercise price whether or not the options qualifySecurities and Exchange Commission, which is known as incentive stock options.“incorporation by reference.”
     Incentive Stock Options. Like other options, the recipientWords such as “anticipate,” “expect,” “intend,” “plan” and words of an “incentive stock option” does not recognize any income on the grantand terms of the option. Unlike other transferees of shares, however, the optionee does not recognize income for “regular” tax purposes at the time the option is exercised. If the optionee does not dispose of the incentive stock option shares until at least one year after the date the incentive stock option was exercised and two years after the date the incentive stock option was granted, the only gain or loss the optionee will recognize for regular tax purposes will be the long-term capital gain or loss on the sale of the shares. However, any shares sold or otherwise disposed of before both of the

40

holding period requirements have been met (a “disqualifying disposition”), will result in the gain being treated as ordinary income in an amount up to the excess of the fair market value of the stock subject to an option over the exercise price of such option (the “option spread”). Any additional gain will be treated as capital gain or loss and as long-term or short-term depending on the holding period for the stock.
     In addition to the regular tax consequences discussed above, the exercise of an incentive stock option can have material alternative minimum tax consequences. In general, the transfer of the shares pursuant to the incentive stock option will create alternative minimum taxable income in the same way that the exercise of other options would create regular taxable income. As a result, the exercise of an incentive stock option can result in substantial alternative minimum tax. The Company is not entitled to a federal income tax deductionsimilar substance used in connection with incentive stock options, except to the extent that the optionee has taxable ordinary income on a disqualifying disposition.
Stock Appreciation Rights. Upon the grantany discussion of a stock appreciation right, the recipient will not recognize ordinary income. However, upon the exercisefuture operating or financial performance, or any potential transaction, identify forward looking statements. All forward-looking statements are management’s present estimates of a stock appreciation right, the recipient will, in general, recognize ordinary income in an amount equal to the amount of cash (or the value of the shares) distributed to the recipient. Such income will be treated as wagesfuture events and are subject to income and employment tax withholding. The Company will have a deduction equal to the income to the recipient.
Limitation on Deduction of Certain Compensation. A publicly held corporation may not deduct compensation of over a certain amount that is paid in any year to one of its executive officers unless the compensation constitutes “qualified performance-based” compensation under the Internal Revenue Code. We will generally attempt to ensure that any awards under the Plan will qualify for deduction, but may not do so in every instance.
Plan Benefits
     Awards under the Plan are granted at the discretion of the Compensation Committee or the Administrator, and accordingly, the amount of any such awards that may be granted to any individual is not yet determinable. Benefits under the Plan depend on a number of factors includingand uncertainties. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated.
     Our shareholders are cautioned not to place undue reliance on the fair market valueforward-looking statements, which speak only as of our common stock onthe date of this Proxy Statement or as of the date of any document incorporated by reference in this Proxy Statement, as applicable. We are under no obligation to update or alter any forward-looking statements, whether as a result of new information, future dates, our actual performance against performance goals established with respect to performance awards and decisions made by the participants, and accordingly, are also not yet determinable.events or otherwise.
Required VoteINCORPORATION BY REFERENCE
     The approvalSEC allows us to incorporate by reference information into this Proxy Statement, which means that we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of the amendment to the Plan to increase the number of shares reserved for issuance under such plan by 300,000 shares requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present.
The Board of Directors Recommends that Shareholders Vote
FOR
the Approval of the Amendment to the Company’s
2006 Stock Option and Performance Incentive Plan

41

PROPOSAL FOUR — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
this Proxy Statement.
     Our consolidated financial statements asThis Proxy Statement incorporates by reference the following items of andPart II of our annual report on Form 10-K for the fiscal year ended December 31, 2006, were audited by BKD, LLP, an independent registered public accounting firm. In 2006, the Audit Committee of the Board of Directors and our shareholders approved the engagement of BKD, LLP to be our independent registered accounting firm for fiscal year 2006. As of March 9, 2007, the Audit Committee has approved the re-engagement of BKD, LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2007, subject to the ratification of the appointment by our shareholders at the Annual Meeting.
     BKD, LLP became our independent registered public accounting firm on October 21, 2005. Our consolidated financial statements as of and for the fiscal years ended December 31, 2003 and 2004, were audited by Ernst & Young LLP, an independent registered public accounting firm. On October 21, 2005, following the closing of the Ernst & Young LLP Little Rock, Arkansas office, we dismissed Ernst & Young LLP and appointed BKD, LLP to audit our financial statements for the year ended December 31, 2005. Our Board of Directors and Audit Committee approved the dismissal of Ernst & Young LLP and appointment of BKD, LLP as our independent registered public accounting firm.
     The reports of Ernst & Young LLP on our financial statements as of and for the years ended December 31, 2003 and 2004, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2003 and 2004, and through October 21, 2005, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused them to make reference thereto in their report on the financial statements for such years. During the years ended December 31, 2003 and 2004, and through October 21, 2005, there have been no reportable events as defined in Regulation S-K Item 304(a)(1)(v).
     On October 21, 2005, we engaged BKD, LLP as our new independent auditor. Our Audit Committee and Board of Directors approved this action. During the years ended December 31, 2003 and 2004, respectively, and through October 21, 2005, neither we nor any person on our behalf consulted with BKD, LLP regarding the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on our financial statements, and we were not provided with a written report or oral advice by BKD, LLP that was an important factor that we considered in reaching a decision as to an accounting, auditing or financial reporting issue. We have delivered a copy of this disclosure to BKD, LLP, and BKD, LLP has not indicated that it disagrees with any of the statements made in this section.
     We delivered a copy of this disclosure to Ernst & Young LLP on March 10, 2006, in connection with the filing with the SEC of our registration statement for the initial public offering of our common stock, and requested that Ernst & Young LLP furnish us with a letter addressed to the SEC stating whether or not it agrees with the above statements regarding Ernst & Young LLP. A copy of the letter from Ernst & Young LLP to the SEC dated March 13, 2006, stating that it agrees with the statements made in this section was attached as Exhibit 16.1 to our registration statement, which became effective as of June 22, 2006. A copy of our registration statement and the letter to the SEC from Ernst & Young LLP attached as Exhibit 16.1 to the registration statement are available on the SEC’s website atwww.sec.gov.

42

     Shareholders’ ratification of the selection of BKD, LLP to be our independent registered public accounting firm for fiscal year 2007 is not required by our Bylaws or otherwise. However, the Board is submitting the selection of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection of BKD, LLP, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent registered accounting firm at any time during the year if it determines that such change is in the best interests of the Company and our shareholders.
     Representatives of BKD, LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.
The Board of Directors Recommends that Shareholders Vote
FOR
the Ratification of the Appointment of BKD, LLP
as the Company’s Independent Registered Public Accounting Firm
for the 2007 Calendar Year
AUDIT AND NON-AUDIT FEES
     Effective October 21, 2005, BKD, LLP became our independent registered public accounting firm, replacing Ernst & Young, LLP, who had served as our independent auditors for calendar year 2004. The following table represents aggregate fees billed for professional audit services rendered by BKD, LLP to provide the audit of our annual financial statements for the years ended December 31, 2006, and December 31, 2005, respectively.
         
  2006 2005
   
Audit fees(1)
 $472,386  $579,710 
Audit-related fees(2)
  45,735   35,594 
Tax fees(3)
  41,339   360 
All other fees(4)
  25,568   4,644 
(1)Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits.
(2)Audit related fees included SAS70 review of the Company’s data processing subsidiary and research and conferences regarding various matters.
(3)Tax fees for 2006 primarily related to preparation of the Company’s income tax returns.
(4)Other fees related to fees paid by the Company on behalf of the Company’s retirement plan for third-party administration of the Company’s defined contribution plan.

43

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
     The Audit Committee has the responsibility of appointing, setting compensation for and overseeing the work of the independent auditor, and has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.
     Prior to engagement of the independent auditor for next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.2007:
 (1) Audit•services include audit work performed in the preparation of financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services, and consultation regarding financial accounting and/or reporting standards.       Item 6. Selected Financial Data.
 
 (2) Audit-related•services are for assurance       Item 7. Management’s Discussion and related services that are traditionally performed by the independent auditor, including due diligence related to mergersAnalysis of Financial Condition and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.Results of Operations.
 
 (3) Tax•services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements,       Item 7A. Quantitative and includes fees in the areas of tax compliance, tax planning and tax advice.Qualitative Disclosures About Market Risk.
 
 (4) Other fees•are those associated       Item 8. Consolidated Financial Statements and Supplementary Data.
•      Item 9. Changes in and Disagreements with services not captured in the other categories. We generally do not request such services from the independent auditor.Accountants on Accounting and Financial Disclosure.
                  Prior toThis Information Statement also incorporates by reference the engagement,following items of Part I of our quarterly reports on Form 10-Q filed with the Audit Committee pre-approves these services by category of service. The fees are budgetedSEC for the periods ended March 31, 2008, June 30, 2008, and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor.September 30, 2008, respectively:
     The Audit Committee may delegate pre-approval authority to one or more of its members. The members to whom such authority is delegated must report, for informational purposes only, the pre-approval decisions to the Audit Committee at its next scheduled meeting.
•       Item 1. Financial Statements.
•       Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
•       Item 3. Quantitative and Qualitative Disclosures About Market Risk.

22

SUBMISSION OF SHAREHOLDER PROPOSALS
     In order for a proposal by a shareholder to be presented at an annual meeting of our shareholders, the proposal must be included in the related proxy statement and proxy form. Proposals by shareholders intended to be presented at the Annual Meeting of Shareholders in 2009 must be received by the Company no later than November 15, 2008, for possible inclusion in the proxy statement relating to that meeting.
For a shareholder proposal to be included in the Proxy Statementproxy statement and proxy form for an annual meeting of the Annual Meeting of Shareholders in 2007,Company’s shareholders, the proposal must: (1) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, including our Bylaws and Rule 14a-8 of the Securities Act; and (2) be received by the Company at its home office, 719 Harkrider Street, Suite 100, Conway, Arkansas 72032, Attention: C. Randall Sims, Secretary, on or before a reasonable datenot less than 120 calendar days before the printing and mailinganniversary of the date of the previous year’s proxy materials; and (2) concern a matter that may be properly considered and acted upon atstatement, or November 15, 2008, in the case of the Annual Meeting of Shareholders in accordance with applicable laws, including our Bylaws2009. If no annual meeting was held the previous year and Rule 14a-8in any year in which the date of the Securities Act.

44

annual meeting is moved by more than 30 days from the date of the previous year’s annual meeting, the proposal will be considered timely if received within a reasonable time before the Company begins to print and mail its proxy materials.
WHERE YOU CAN FIND MORE INFORMATION
     We file reports, proxy statements, and other information with the SEC.  You can read and copy these reports, proxy statements, and other information concerning the Company at the SEC’s public reference room at 450 Fifth Street N.W., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also view and print reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company, from the SEC website atwww.sec.gov.
EXHIBITS
Exhibit A:  Certificate of Amendment of Restated Articles of Incorporation of Home BancShares, Inc.
Exhibit B:TARP Capital Purchase Program Term Sheet
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE
MEETING ARE URGED  TO VOTE BY TELEPHONE,
MAIL OR  INTERNET.
IF YOU  VOTE  BY TELEPHONE OR THE INTERNET,
DONOTRETURN YOUR PROXY CARD
By Order of the Board of Directors
C. RANDALL SIMS

Secretary

4523

(HOME BANCSHARES LOGO)

Exhibit A
Electronic Voting InstructionsCERTIFICATE
You can vote by Internet or telephone!
Available 24 hours     Home BancShares, Inc. does hereby certify that its Restated Articles of Incorporation, as previously amended, were duly amended in the attached Amendment to the Restated Articles of Incorporation, pursuant to a day, 7 days a week!
Instead of mailing your proxy, you may choose oneresolution of the two voting methods outlined belowBoard of Directors. The Amendment to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submittedthe Restated Articles of Incorporation was duly approved by the Internet or telephone must be received by1:00a.m.,CentralTime, onMay 9, 2007.
(CPU GRAPHIC)Vote by Internet
•Log on to the Internet and go to
www.investorvote.com
•Follow the steps outlined on the secured website.
(TELEPHONE GRAPHIC)Vote by telephone
•Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call.


shareholders, as follows:
   
Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.
FIRST:		 x
The name of the Corporation is:Home BancShares, Inc.
Follow the instructions provided by the recorded message.


   
Annual Meeting Proxy Card
SECOND:		 The Restated Articles of Incorporation are hereby amended by amending Article THIRD as set forth in the Amendment to the Restated Articles of Incorporation to which this certificate is attached.
6IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6
AProposals — The Board of Directors recommends a voteFORall the nominees listed andFORProposals 2 — 5.

   
1. Election of Directors:
THIRD: ForThe date of adoption of the Amendment to the Restated Articles of Incorporation was January ___, 2009.
Withhold
   
01 — John W. AllisonFOURTH: oo
There being only one class of voting stock outstanding, the number of shares entitled to vote on the adoption of the Amendment to the Restated Articles of Incorporation was, and the number of votes indisputably represented at the meeting was.
   
04 — Richard H. AshleyFIFTH: oo
07 — Jack E. Engelkesoo
10 — James G. Hinkleoo
The number of shares voted for the adoption of the Amendment to the Restated Articles was, and the number of shares voted against the adoption was.
     
 HOME BANCSHARES, INC.
 		For
By:   Withhold
C. Randall Sims, Secretary 
    

Exhibit B
TARP Capital Purchase Program
Senior Preferred Stock and Warrants
Summary of Senior Preferred Terms
 
02 — Ron W. Strother
Issuer:
 oQualifying Financial Institution (“QFI”) means (i) any U.S. bank or U.S savings association not controlled by a Bank Holding Company (“BHC”) or Savings and Loan Company (“SLHC”); (ii) any top-tier U.S. BHC, (iii) any top-tier U.S. SLHC which engages solely or predominately in activities that are permitted for financial holding companies under relevant law; and (iv) any U.S. bank or U.S. savings association controlled by a U.S. SLHC that does not engage solely or predominately in activities that are permitted for financial holding companies under relevant law. QFI shall not mean any BHC, SLHC, bank or savings association controlled by a foreign bank or company. For purposes of this program, “U.S. bank”, “U.S. savings association”, “U.S. BHC” and “U.S. SLHC” means a bank, savings association, BHC or SLHC organized under the laws of the United States or any State of the United States, the District of Columbia, any territory or possession of the United States, Puerto Rico, Northern Mariana Islands, Guam, American Samoa, or the Virgin Islands.The United States Department of the Treasury will determine eligibility and allocation for QFIs after consultation with the appropriate Federal banking agency.
o
   
05 — Dale A. Bruns
Initial Holder:
 oUnited States Department of the Treasury (the “UST”).
o
   
08 — Frank D. Hickingbotham
Size:
 oQFIs may sell preferred to the UST subject to the limits and terms described below.
o
   
Each QFI may issue an amount of Senior Preferred equal to not less than 1% of its risk-weighted assets and not more than the lesser of (i) $25 billion and (ii) 3% of its risk-weighted assets.
  
11 — Alex R. Lieblong
Security:
 oSenior Preferred, liquidation preference $1,000 per share. (Depending upon the QFI’s available authorized preferred shares, the UST may agree to purchase Senior Preferred with a higher liquidation preference per share, in which case the UST may require the QFI to appoint a depositary to hold the Senior Preferred and issue depositary receipts.)
 o
Ranking:
Senior to common stock and pan i passu with existing preferred shares other than preferred shares which by their terms rank junior to any existing preferred shares.

Regulatory
Capital
Status:
Tier 1.
Term:
Perpetual life.
Dividend:
The Senior Preferred will pay cumulative dividends at a rate of 5% per annum until the fifth anniversary of the date of this investment and thereafter at a rate of 9% per annum. For Senior Preferred issued by banks which are not subsidiaries of holding companies, the Senior Preferred will pay non-cumulative dividends at a rate of 5% per annum until the fifth anniversary of the date of this investment and thereafter at a rate of 9% per annum. Dividends will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year.
Redemption:
Senior Preferred may not be redeemed for a period of three years from the date of this investment, except with the proceeds from a Qualified Equity Offering (as defined below) which results in aggregate gross proceeds to the QFI of not less than 25% of the issue price of the Senior Preferred. After the third anniversary of the date of this investment, the Senior Preferred may be redeemed, in whole or in part, at any time and from time to time, at the option of the QFI. All redemptions of the Senior Preferred shall be at 100% of its issue price, plus (i) in the case of cumulative Senior Preferred, any accrued and unpaid dividends and (ii) in the case of noncumulative Senior Preferred, accrued and unpaid dividends for the then current dividend period (regardless of whether any dividends are actually declared for such dividend period), and shall be subject to the approval of the QFI’s primary federal bank regulator.
“Qualified Equity Offering” shall mean the sale by the QFI after the date of this investment of Tier 1 qualifying perpetual preferred stock or common stock for cash.
Following the redemption in whole of the Senior Preferred held by the UST, the QFI shall have the right to repurchase any other equity security of the QFI held by the UST at fair market value.
Restrictions
on Dividends:
For as long as any Senior Preferred is outstanding, no dividends may be declared or paid on junior preferred shares, preferred shares ranking pari passu with the Senior Preferred, or common shares (other than in the case of pari passu preferred shares, dividends on a pro rata basis with the Senior Preferred), nor may the QFI repurchase or redeem any junior preferred shares, preferred shares ranking pari passu with the Senior Preferred or common shares, unless (i) in the case of cumulative Senior

2

Preferred all accrued and unpaid dividends for all past dividend periods on the Senior Preferred are fully paid or (ii) in the case of non-cumulative Senior Preferred the full dividend for the latest completed dividend period has been declared and paid in full.
Common dividends:
The UST’s consent shall be required for any increase in common dividends per share until the third anniversary of the date of this investment unless prior to such third anniversary the Senior Preferred is redeemed in whole or the UST has transferred all of the Senior Preferred to third parties.
Repurchases:
The UST’s consent shall be required for any share repurchases (other than (i) repurchases of the Senior Preferred and (ii) repurchases of junior preferred shares or common shares in connection with any benefit plan in the ordinary course of business consistent with past practice) until the third anniversary of the date of this investment unless prior to such third anniversary the Senior Preferred is redeemed in whole or the UST has transferred all of the Senior Preferred to third parties. In addition, there shall be no share repurchases of junior preferred shares, preferred shares ranking pan i passu with the Senior Preferred, or common shares if prohibited as described above under “Restrictions on Dividends”.
Voting rights:
The Senior Preferred shall be non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred, (ii) any amendment to the rights of Senior Preferred, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Senior Preferred.
If dividends on the Senior Preferred are not paid in full for six dividend periods, whether or not consecutive, the Senior Preferred will have the right to elect 2 directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods.
Transferability:
The Senior Preferred will not be subject to any contractual restrictions on transfer. The QFI will file a shelf registration statement covering the Senior Preferred as promptly as practicable after the date of this investment and, if necessary, shall take all action required to cause such shelf registration statement to be declared effective as soon as possible. The QFI will also grant to the UST piggyback registration rights for the Senior Preferred and will take such other steps as may be reasonably requested to facilitate the transfer of the Senior Preferred including, if requested by the UST, using reasonable efforts to list the Senior Preferred on a national securities exchange. If requested by the UST, the QFI will appoint a depositary to hold the Senior Preferred and issue depositary receipts.

3

Executive
Compensation:
As a condition to the closing of this investment, the QFI and its senior executive officers covered by the EESA shall modify or terminate all benefit plans, arrangements and agreements (including golden parachute agreements) to the extent necessary to be in compliance with, and following the closing and for so long as UST holds any equity or debt securities of the QFI, the QFI shall agree to be bound by, the executive compensation and corporate governance requirements of Section 111 of the EESA and any guidance or regulations issued by the Secretary of the Treasury on or prior to the date of this investment to carry out the provisions of such subsection. As an additional condition to closing, the QFI and its senior executive officers covered by the EESA shall grant to the UST a waiver releasing the UST from any claims that the QFI and such senior executive officers may otherwise have as a result of the issuance of any regulations which modify the terms of benefits plans, arrangements and agreements to eliminate any provisions that would not be in compliance with the executive compensation and corporate governance requirements of Section 111 of the EESA and any guidance or regulations issued by the Secretary of the Treasury on or prior to the date of this investment to carry out the provisions of such subsection.
Summary of Warrant Terms
Warrant:
The UST will receive warrants to purchase a number of shares of common stock of the QFI having an aggregate market price equal to 15% of the Senior Preferred amount on the date of investment, subject to reduction as set forth below under “Reduction”. The initial exercise price for the warrants, and the market price for determining the number of shares of common stock subject to the warrants, shall be the market price for the common stock on the date of the Senior Preferred investment (calculated on a 20-trading day trailing average), subject to customary anti-dilution adjustments. The exercise price shall be reduced by 15% of the original exercise price on each six-month anniversary of the issue date of the warrants if the consent of the QFI stockholders described below has not been received, subject to a maximum reduction of 45% of the original exercise price.
Term:
10 years
Exercisability:
Immediately exercisable, in whole or in part
Transferability:
The warrants will not be subject to any contractual restrictions on transfer; provided that the UST may only transfer or exercise an aggregate of one-half of the warrants prior to the earlier of (i) the date on which the QFI has received aggregate gross proceeds of not less than 100% of the issue price

4

of the Senior Preferred from one or more Qualified Equity Offerings and (ii) December 31, 2009. The QFI will file a shelf registration statement covering the warrants and the common stock underlying the warrants as promptly as practicable after the date of this investment and, if necessary, shall take all action required to cause such shelf registration statement to be declared effective as soon as possible. The QM will also grant to the UST piggyback registration rights for the warrants and the common stock underlying the warrants and will take such other steps as may be reasonably requested to facilitate the transfer of the warrants and the common stock underlying the warrants. The QFI will apply for the listing on the national exchange on which the QFI’s common stock is traded of the common stock underlying the warrants and will take such other steps as may be reasonably requested to facilitate the transfer of the warrants or the common stock.
Voting:
The UST will agree not to exercise voting power with respect to any shares of common stock of the QFI issued to it upon exercise of the warrants.
Reduction:
In the event that the QFI has received aggregate gross proceeds of not less than 100% of the issue price of the Senior Preferred from one or more Qualified Equity Offerings on or prior to December 31, 2009, the number of shares of common stock underlying the warrants then held by the UST shall be reduced by a number of shares equal to the product of (i) the number of shares originally underlying the warrants (taking into account all adjustments) and (ii) 0.5.
Consent:
In the event that the QFI does not have sufficient available authorized shares of common stock to reserve for issuance upon exercise of the warrants and/or stockholder approval is required for such issuance under applicable stock exchange rules, the QFI will call a meeting of its stockholders as soon as practicable after the date of this investment to increase the number of authorized shares of common stock and/or comply with such exchange rules, and to take any other measures deemed by the UST to be necessary to allow the exercise of warrants into common stock.
Substitution:
In the event the QFI is no longer listed or traded on a national securities exchange or securities association, or the consent of the QFI stockholders described above has not been received within 18 months after the issuance date of the warrants, the warrants will be exchangeable, at the option of the UST, for senior term debt or another economic instrument or security of the QFI such that the UST is appropriately compensated for the value of the warrant, as determined by the UST.

5

PROXY
This Proxy is being solicited on behalf of the Board of Directors of:
HOME BANCSHARES, INC.
719 Harkrider Street
Conway, Arkansas 72032
Telephone No. (501) 328-4770
Your vote is important. Please vote immediately.
     
Vote-by-Internet
 ForOR WithholdVote-by-Telephone
Log on to the Internet and go to
   Call toll-free
03 — C. Randall Simsoo
http://www.investorvote.com
   
06 — Richard A. Buckheimoo
09 — Herren C. Hickingbothamoo
12 — William G. Thompsonoo
+


ForAgainstAbstain
2.To approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000.ooo
4.To ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the next fiscal year.ooo
ForAgainstAbstain
3.To approve an ammendment to the Company’s 2006 Stock Option and Performance Incentive Plan to increase the number of shares reserved for issuance under such plan to 1,500,000.ooo
5.To transact such other business as may properly come before the meeting or any adjournments thereof.


IF VOTING BY MAIL, YOUMUSTCOMPLETE SECTIONS A — C ON BOTH SIDES OF THIS CARD.

6IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6
Proxy — HOME BANCSHARES, INC.
+
1-877-PRX-VOTE (1-877-779-8683)
HOME BANCSHARES, INC.
719 Harkrider Street, Suite 100
Conway, Arkansas 72032
Telephone No. (501) 328-4656If you vote over the Internet or by telephone, please do not mail your card.
þPlease mark your vote as in this sample.
The undersigned hereby constitutes and appointsC. Randall SimsandRandy Mayor, or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock of Home BancShares, Inc. (the “Company”) which the undersigned is entitled to vote at the AnnualSpecial Meeting (the “Annual“Special Meeting”) of shareholders of the Company to be held on May 9, 2007,January ___, 2009, at 6:30 p.m. (CDT)10:00 a.m. at the New Life Church, 633 S. Country Club,corporate offices, located at 719 Harkrider, Conway, Arkansas, and at any adjournment thereof, as stated onthereof.
This proxy when properly executed will be voted in the reverse.manner directed herein by the undersigned. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTEDFOR ALL PROPOSALS.
The Board of Directors recommends a vote FOR Proposal 1.
FORAGAINSTABSTAIN
1.To amend the Company’s Restated Articles of Incorporation to amend the terms of the authorized shares of preferred stockooo
     The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournments thereof.
This Proxy is automatically revoked if the undersigned shareholder attends the AnnualSpecial Meeting in person and votes on any matter.
(ContinuedNOTE: Please mark, sign, date and to be voted on reverse side.)
BNon-Voting Items
Change of Address— Please print new address below.

CAuthorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
promptly return this proxy card in the enclosed envelope. Please sign exactly as name appears on the certificates representingyour name(s) appear(s) above. When shares to be votedare held by this proxy.joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by presidentPresident or other authorized officer. If a partnership, please sign in partnership name by authorized persons.

Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.


IF VOTING BY MAIL, YOUMUSTCOMPLETE SECTIONS A — C ON BOTH SIDES OF THIS CARD.
█ +
SignatureDateSignatureDate

______ Change of Address/Comments on Reverse Side

 

HOME BANCSHARES, INC.
Dear Shareholder:
Shareholders of Home BancShares, Inc. can now take advantage of several new services available through our transfer agent, Computershare Trust Company, N.A. These services include:
Electronic Delivery of Proxy Materials
To take advantage of the opportunity to receive future copies of the Annual Report and Proxy Statement via the Internet, please sign-up atwww.econsent.com/.
By enrolling in eDelivery, you will receive an e-mail notification when future annual reports and proxy statements become available. You will be able to view these documents via the Internet and then vote your shares via the Internet.
Vote by Internet
Shareholders may now vote their shares via the Internet by following the directions on the reverse side of this card. Votes may be cast by Internet up until 1:00 a.m. on the day before the Special Meeting.
Internet Account Access
Shareholders may now access their accounts on-line atwww.computershare.com.
Among the services offered through Account Access, certificate histories can be viewed, address changes requested and tax identification numbers certified.
Transfer Agent Contact Information
Computershare Trust Company, N.A.Telephone Domestic:877-282-1168 
Attn: Shareholder RelationsTelephone Foreign:816-843-4299 
P.O. Box 219045TDD/TTY for Hearing Impaired:800-952-9245 
Kansas City, MO 64121-9045
HAS YOUR ADDRESS CHANGED?DO YOU HAVE ANY COMMENTS?
(If you have written in the above space, please mark the corresponding box on the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxy cannot vote your shares unless you sign and return this card.

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