Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrantþ
Filed by a Party other than the Registranto

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

     The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April 23, 2009,20, 2010, at 6:30 p.m. (CDT) at the Agora Conference Center,Peabody Hotel, located at 705 East Siebenmorgan Road, Conway,3 Statehouse Plaza, Little Rock, Arkansas, for the following purposes:

     Only shareholders of record on March 6, 2009,5, 2010, 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 Street, 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 20082009 Annual Report to Shareholders is included in this publication.

Conway, Arkansas
March ___, 200912, 2010

     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. Central time on April 23, 2009.20, 2010.

     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.

     You also can choose to vote on the Internet. The website for Internet voting iswww.envisionreports.com/HOBAHOMB. Easy-to-follow prompts allow you to 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

VOTING AT THE ANNUAL MEETING

     The method by which you vote will not limit your right to vote at the Annual 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 Annual 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.

     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 Annual Meeting of Shareholders. This Proxy Statement and the accompanying proxy card were first mailed to shareholders of the Company on or about March ___, 2009.12, 2010.

     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 proposals that are 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 facsimile, by directors, officers and regular employees, who will not receive any additional compensation in respect of such solicitations.

     At our Annual Meeting, shareholders will be asked to:

     Only shareholders of record at the close of business on the record date, March 6, 2009,5, 2010, are entitled to receive the Notice of Annual 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.

     All shareholders as of the record date, or their duly appointed proxies, may attend the Meeting, and each may be accompanied by one guest. Seating is limited and will be on a first-come, first-served basis. Registration will begin at 5:30 p.m., and seating will be available at approximately 6:00 p.m.

     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.

     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, 25,713,567 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.

     The Nominating and Corporate Governance Committee (“Nominating 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. Shareholder recommendations for the Annual Meeting of Shareholders in 20102011 must be received by the Company by November ___, 2009.12, 2010. Recommendations must be addressed as follows:

     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.”

     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:

     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.”

     The enclosed proxy card indicates the number of shares you own. There are four ways to vote:

     If you vote by Internet or telephone, your vote must be received by 1:00 a.m. Central time on April 23, 2009.20, 2010. Your shares will be voted as you indicate.If you do not indicate your voting preferences, C. Randall SimsRandy E. Mayor and Randy MayorBrian S. Davis will vote your sharesFORall of the director nominees andFORProposals 1, 2 and 3.

     If youYou 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.

     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 recommendations of the Board of Directors. The Board’s recommendation is set forth together with each proposal in this Proxy Statement. In summary, the Board recommends a vote:

     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 Annual 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.

     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. Under a recent amendment to the New York Stock Exchange (“NYSE”) rules, brokers no longer have the discretion to vote on the election of directors because director elections, even if uncontested, are no longer considered a routine matter. Even though the Company’s stock is listed on the NASDAQ Global Select Market, it is expected that brokers who are members of the NYSE will follow the NYSE rules governing proxy voting with respect to all proxies for publicly traded companies.Thus, if you do not give your broker or nominee specific instructions, including with respect to the election of directors, 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 50,000,000 shares at $0.01 par value. As of the close of business on March 6, 2009,5, 2010, there were 25,713,567 shares eligible to vote.

     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.

     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. Currently, we have twelveeleven 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. After the nominations were approved by the Board, one of the nominees passed away. At this time, the Board has not elected to fill that vacancy. 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 names of the Company’s directors and executive officers as of March 6, 2009,5, 2010, and their respective ages and positions are listed in the following table.table below.

     During 2008, the Company announced plans to combine the charters of the Company’s bank subsidiaries into a single charter and adopt Centennial Bank as the common name. In December 2008, we began this combination process by changing the name of First State Bank to Centennial Bank and combining the charter of Marine Bank into this renamed First State Bank (now Centennial Bank). As of March 6,During 2009, we have two separately chartered banks withcompleted the samecombination of the charters of our remaining bank subsidiaries, Community Bank, Twin City Bank, Bank of Mountain View and Centennial Bank name.(of Little Rock), into the new Centennial Bank. As used in the following table and hereinafter in this Proxy Statement, “Centennial Bank (formerly First State Bank)”any reference to our “former bank subsidiaries” or to any of the six banks named in this paragraph refers to the newly renamed First State Bank (now Centennial Bank) and “Centennial Bank” refersCompany’s separately chartered bank subsidiary or subsidiaries as they existed prior to the pre-existing separately chartered Centennial Bank. We anticipate that our remaining bank charters will be mergedmerger of the banks into the Centennial Bank (formerly First State Bank) charter by the middle of 2009.a single charter.

     The twelveeleven director nominees consist of the current twelveeleven members of the Board. TheirThe biography of each of the nominees below contains information regarding the person’s service as director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as Board members are as follows:a director.

     John W. Allison is the founder and has been Chairman of the Board of Home BancShares since 1998. He also serves on the Asset Quality Committee and Asset/Liability Committee of Home BancShares. From 1998 to July 2009, he served as Chief Executive Officer of Home BancShares. Mr. Allison has more than 2526 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. In 2008, Mr. Allison became a director of Lodgian, Inc., a publicly traded owner and operator of hotels.

     C. Randall Sims has been President andwas named Chief Executive Officer of Home BancShares in 2009. Since 1998, Mr. Sims has been and continues to be Chief Executive Officer and President of Centennial Bank (formerly First State Bank) and a director of Home BancShares since 1998.BancShares. He hasalso serves as Chairman of the Asset Quality Committee and as a member of Asset/Liability Committee of Home BancShares. From 1998 to 2009, he served as Secretary of Home BancShares since 1998.BancShares. 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 Commercial 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. Mr. Sims’ educational background in accounting, business, law and banking provides him a wide-ranging set of skills for the management of a public company such as Home BancShares. He has served as Chief Executive Officer for our bank subsidiary for over 11 years and has extensive banking and executive experience. As Chief Executive Officer of the holding company and the bank and as a long-time director of both entities and other organizations, he brings knowledge of the day-to-day management of the Company as well as expertise in many areas, including financial, corporate governance, risk assessment, and operational matters.

     Robert H. Adcock, Jr. has been a director and Vice Chairman of Home BancShares since July 2007. He also serves on the Asset Quality Committee, Audit Committee, Asset/Liability Committee and Nominating and Corporate Governance Committee of Home BancShares. Mr. Adcock is a co-founder of Home BancShares with Mr. Allison. He previously served as a director and Vice Chairman of Home BancShares from 1998 to 2003. In June 2003, Mr. Adcock stepped down from the Board of Directors of Home BancShares to become the Arkansas State Bank Commissioner. He was reappointed as Vice Chairman of Home BancShares in July 2007 upon completion of his four-year term as Arkansas State Bank Commissioner. Mr. Adcock retired from the First National Bank of Conway, Arkansas (now Regions Bank), in 1996 after more than 20 years of service. He presently serves as Vice President of Financial Services for the University of Central Arkansas. He also operates a farming operation in Gould (Lincoln County), Arkansas, and has many real estate holdings in the Conway, Arkansas, area. Mr. Adcock has an extensive background in banking, and as a co-founder of Home BancShares, he has a vast knowledge of the Company and our markets. His experience as Arkansas State Bank Commissioner gives him particular insight into regulatory matters affecting the Company and the bank, as well as contacts in the banking industry throughout Arkansas.

     Jack E. Engelkes has been a director of Home BancShares since 2004 and a director of Centennial Bank (formerly 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 and Felts, 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. Mr. Engelkes is a certified public accountant and has extensive knowledge and experience in accounting, auditing and financial reporting. He has a strong understanding of the banking business, and particularly the Company, through his combined service over the past 15 years as a director of Home BancShares, our subsidiary bank and First National Bank of Conway. Based on that service and his other directorships, he offers valuable experience with respect to corporate governance and compensation matters.

     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.

     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 Global Select 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.comunder the caption “Investor Relations"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     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"Relations”/“Corporate Profile"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.

     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. Written consents to action without a meeting may be obtained if the Company deems it more appropriate.

     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 onefive special meetingmeetings during calendar year 2008.2009. During this period all current members of the Board participated in at least 80%91% of the Board and committee meetings.meetings, and all of the current Board members except one attended the Company’s Annual Meeting in 2009. Our “Director Attendance Policy” is published on our website atwww.homebancshares.comunder the caption “Investor Relations"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     Our Board of Directors has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Asset/Liability Committee and the Asset Quality 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 serve on each of the Board’s committees and the number of meetings held by each committee during calendar year 2008.2009.

     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"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     The Audit Committee is comprised of Jack E. Engelkes, Chairman, Robert H. Adcock, Jr., Alex R. Lieblong and William G. Thompson. 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.

     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:

     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"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     The Compensation Committee is comprised of Dale A. Bruns, Chairman, Richard H. Ashley, Richard A. Buckheim and Jack E. Engelkes. 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 2008.

     The CEOChairman provides recommendations to the Committee regarding the form and amount of compensation paid to our executive officers who report directly to him.officers. Additionally, the Chairman, the CEO and our Chief Financial Officer (“CFO”) 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.

     Historically, the Committee meets subsequent to year end 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 and/or January, 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 and/or January to:

     Management also advises the full Board, including the Committee members, throughout the year of new issues and developments regarding executive compensation.

     During 2008,2009, Messrs. Bruns, Ashley, Buckheim and Engelkes served as members of the Compensation Committee. None of these four directors during 20082009 or at any previous time served as an officer or employee of Home BancShares or any of our bank subsidiaries.subsidiary. During 2008,2009, 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 20082009 involving Mr. Ashley.

     The Nominating and Corporate Governance Committee develops and maintains the corporate governance policies of the Company. The Committee’s responsibilities include, among other things:

     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"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     The Nominating and Corporate Governance Committee is comprised of Alex R. Lieblong, Chairman, Robert H. Adcock, Jr., Dale A. Bruns 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 on January 16, 200922, 2010, to select director nominees to be voted on at the Annual Meeting.

     More specifically, the Nominating Committee seeks candidates who possess various qualifications, skills, or skills, includingother factors it deems appropriate. These factors may include 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, education, 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.

     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 Nominating Committee has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Board believes it should be comprised of persons with skills in areas such as banking, finance, accounting, sales and marketing, law, strategic planning and leadership of large, complex organizations.

     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.

     The Nominating and Corporate Governance Committee Directorship Guidelines and Selection Policy is published on our website atwww.homebancshares.comunder the caption “Investor Relations"Relations”/“Corporate Profile"Profile”/“Governance Documents.”

     Our Asset/Liability Committee consists of Robert H. Adcock, Jr., John W. Allison, Richard H. Ashley, S. Gene Cauley, James G. Hinkle, Randy E. Mayor, and Ron W. Strother.C. Randall Sims. Mr. StrotherMayor serves as Chairman of the Asset/Liability Committee. The Asset/Liability Committee meets quarterly and is primarily responsible for:

     During 2008,2009, the Audit Committee had fivefour regularly scheduled meetings and no telephonic meetings.one special meeting. 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 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 auditing standards generally accepted auditing standards,in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended,AU Section 380, “Communication with Audit Committees.”

     The Audit Committee reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, 2008,2009, with management, the internal auditors, and our independent auditors. Management’s discussions with the Audit Committee included a review of critical accounting policies.

     The Committee in the past has compared total compensation levels for the executive officers to the compensation paid to executives ofin a peer group comprised of similar bank holding companies of comparable size.group. The Committee did not perform a peer compensation review in 2008.2009. The Committee will review this decision on an annual basis and performreview peer reviewscompensation as the Committee deems necessary. For 2008,2009, the Committee evaluated and considered the overall performance of the Company and, for our regional bank presidents, the performance of the bank in each bank,designated region, as well as the individual’s performance and recommendations by the CEO.Chairman.

     The Company did not use the services of an independent compensation consultant to advise on compensation issues in 2008.2009. The Committee will review this decision on an annual basis and employ such a consultant when the Committee determines that it would be helpful.

     On January 16, 2009, the Company sold $50 million of senior preferred shares to the U.S. Department of the Treasury (the “Treasury”) under the Capital Purchase Program (“CPP”) of the Treasury’s Troubled Asset Relief Program (“TARP”). The Board of Directors viewed the CPP as a voluntary opportunity to raise additional low cost capital to bolster the Company’s already adequate sources of liquidity and well-capitalized position to support existing operations as well as anticipated future growth. As a result of the Company’s participation in the CPP, the Company became subject to certain executive compensation requirements under sectionSection 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”), the rules and guidelines promulgated by the Treasury thereunder, and the contract pursuant to which we sold the senior preferred shares.

     On February 17, 2009, the President signed into law the American Recovery and Reinvestment Act of 2009 (“ARRA”). The ARRA amended in its entirety Section 111 of the EESA. In doing so, the ARRA continues all the same compensation and governance restrictions and adds substantially to the restrictions in several areas. The ARRA implements many, but not all, of the restrictions in the guidelines issued by the Treasury guidelineson February 4, 2009, on executive pay for financial institutions receiving TARP assistance and in several instances goes beyond the Treasury guidelines. These restrictions apply to all participants that have received or will receive financial assistance under the TARP, and therefore, these additional restrictions apply to us.

     On June 15, 2009, the Treasury issued an interim final rule clarifying the executive compensation requirements imposed by the EESA and the ARRA. The compensation requirements imposed by the EESA and the ARRA and our contractual agreement with the Treasury apply to what the Treasury refers to as our “senior executive officers” (“SEOs”) and, in certain instances, additional officers or employees of the Company. Presently, our SEOs are the same five officers who are our named executive officers. These requirements are:

     Prohibition on Incentive Compensation that Provides an Incentive to Take Unnecessary and Excessive Risks.The EESA prohibits us from providing incentive compensation arrangements that encourage our SEOs to take unnecessary and excessive risks that threaten the value of the financial institution.

     Risk Review.The Compensation Committee iswas required within 90 days after the sale of the senior preferred shares by the Company to the Treasury to review the incentive compensation of the SEOs with the Company’s senior risk officer(s), or other personnel acting in a similar capacity, to ensure that the SEO incentive compensation arrangements do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Company. TheBeginning on September 14, 2009, the Committee must thereafter meet at least annuallysemiannually with the senior risk officer(s), or individual(s) acting in a similar capacity, to discuss, evaluate and review the relationship between the Company’s risk management policies and practices and the SEO incentiveand employee compensation arrangements. The Committee has met with the Company’s risk officer to review, evaluate and discuss the SEO incentiveand employee compensation arrangements and determined that such arrangements do not encourage the SEOs to take unnecessary and excessive risks that could threaten the value of the Company.See“REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.”

     Binding SEO Agreements.Prior to the Company’s sale of senior preferred shares to the Treasury, each of the Company’s SEOs entered into a letter agreement with the Company through which the SEO agreed to certain actions as described below in connection with the Company’s compliance with the executive compensation restrictions under the CPP. Specifically, each SEO agreed to the following:

     Shareholder “Say-on-Pay” Vote Required.Under the ARRA, we are required to permit a non-binding shareholder vote to approve the compensation of executives as disclosed in the Company’s proxy statement. The ARRA directsOn January 12, 2010, the SEC adopted regulations pursuant to adopt regulations within one yearthe ARRA to implement this “say-on-pay” requirement. The Company has included in this Proxy Statement a proposal providing for an advisory vote to approve the compensation of our executives.See “PROPOSAL THREE –— ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION.”

     Treasury Review of Prior Payments.The ARRA directs the Treasury to review bonuses, retention awards, and other compensation paid to our SEOs and the next 20 most highly-compensated employees of the Company and to “seek to negotiate” with the Company and affected employees for reimbursement if it finds any such payments were inconsistent with CPP or otherwise in conflict with the public interest.

     The key elements of the Company’s executive compensation program are:

     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 salaries have been targeted at the upper levels for the peer group of companies and adjusted to recognize varying levels of responsibility, individual performance, individual bank 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. 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.

     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 arehe or she is in charge of a subsidiary bank,banking region, the performance of that bank.region. In evaluating a regional bank president, the Committee reviews the goals for that subsidiary bank,banking region, 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. As previously described, beginning June 15, 2009, the Company is prohibited from paying or accruing any cash bonus to our SEOs so long as the Treasury holds a position in our securities pursuant to the CPP. In accordance with these limitations, the Company provided cash bonuses to our SEOs for 2009 of only such amounts as were accrued for the period prior to June 15, 2009.

     Consistent with the Company’s philosophy that favors compensation based upon performance, long-term incentives comprise a significant component of total compensation. In 2006, the Board of Directors adopted and 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 Plan is administered by our Compensation Committee. Subject to the terms of the Plan, the Committee may select participants to receive awards, determine the types, terms and conditions of awards and interpret provisions of the Plan.

     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 or restricted stock grants to coordinate with the release of material non-public information. The Committee evaluates 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 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:

     Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the compensation that publicly held corporations 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 and restricted stock awards are generally performance-based meeting those requirements and, as such, are deductible. We did not have any executive officer with deductible compensation of $1,000,000 during 2008,2009, and the Compensation Committee has not adopted a policy with regard to this issue.

     However, as described above, financial institutions such as the Company that have sold securities to the Treasury under the CPP are subject to Section 162(m)(5), enacted as part of the EESA, which limits the aggregate amount of compensation, including performance-based compensation, that may be deducted annually by an applicable institution for each of its five most highly compensated executive officers to $500,000 during the period that the Treasury holds an equity or debt position in the institution. Because the Company sold senior preferred shares to the Treasury on January 16, 2009, we will be subject to this $500,000 deduction limitation beginning with the 2009 taxable year and during any future taxable year in which the Treasury holds an equity or debt position with the Company.See“–— Executive Compensation Limitations Related to Capital Purchase Program.”

     Post-Termination Benefits.We do not have any employment, salary continuation, or severance agreements currently in effect for any of our executive officers.

     Chairman’s Retirement Plan.In 2007, our Board of Directors, based on a recommendation by the Compensation Committee, approved a Chairman’s Retirement Plan for our Chairman, and Chief Executive Officer, John W. Allison. The Chairman’s Retirement Plan provides a supplemental retirement benefit to Mr. Allison of $250,000 per year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later.

     The benefits under the plan vest based on Mr. Allison’s age according to the following schedule: age 61 — 7.5%, age 62 — 35.0%, age 63 — 60.0%, age 64 — 82.0% and age 65 — 100.0%. These benefits will become 100% vested if any of the following events occur before Mr. Allison reaches the age of 65: his death, disability or involuntary termination from the Company without cause, or a change in control of the Company. The vested benefits are payable over 10 years or Mr. Allison’s life, whichever is greater, and commence on the earlier of Mr. Allison reaching age 65 or termination of his employment with the Company for any reason other than death.

     If Mr. Allison dies before the benefits commence, his beneficiary is entitled to receive the benefits for 10 years. If he dies during the 10 year guaranteed benefit period, his beneficiary will receive the remaining payments due during the guaranteed period. If he dies after the guaranteed benefit period, no further benefits will be paid. The annual benefit will be paid in monthly installments.

     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 five year average of the one year Treasury Bill rate. Community BankThe bank (now Centennial 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.

     The life insurance benefit for Mr. French is being provided by an endorsement split dollar life plan. ShouldUpon the death of the executive, die while employed by the bank, this death benefit payable is equal to 70% of the net at risk life insurance portion (total benefit less cash value) of the policies insuring the life of Mr. French. Community BankThe 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 Company provided certain perquisites to executive management in 2008.2009. These perquisites included:

     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.

     On October 17, 2008, based on a recommendation by the Compensation Committee, the Board of Directors granted Mr. Allison, who was then our Chairman and Chief Executive Officer, an annual base salary of $275,000 beginning on November 1, 2008, and made him eligible for an annual discretionary cash bonus. Any cash bonus will be based upon the goals of the Company including shareholder return, earnings per share and other criteria. However, as long as the Company has an obligation outstanding under the CPP, Mr. Allison will not be eligible for a cash bonus. Mr. Allison hashad not previously received any salary from the Company for his services. The Committee based its decision to provide a salary to Mr. Allison on the Company’s performance under his leadership over the past 10 years. As

     On July 17, 2009, the Board of December 31, 2008,Directors promoted C. Randall Sims to Chief Executive Officer, with Mr. Allison remaining as Chairman of the Board. In connection with this change, the Board determined that Mr. Allison should continue to receive an annual salary of $225,000 for his services to the Company and to be eligible for an annual discretionary cash bonus based on the previously described criteria, provided that as long as the Company has an obligation outstanding under the CPP, Mr. Allison will not be eligible for a cash bonus. This determination was based on Mr. Allison’s historical role as founder of the Company, his instrumental leadership in the Company’s achievements during his tenure as Chairman and Chief Executive Officer, and his continued active role in overseeing the management of the Company as Chairman. During 2009, Mr. Allison received $31,731$252,885 as salary from the Company. In accordance with the bonus limitations imposed by the ARRA, Mr. Allison did not receive anreceived a cash bonus of $57,292 for the period from January 1, 2009, through June 14, 2009. On January 22, 2010, he also received a restricted stock grant representing 4,000 shares of our common stock with a fair market value on the date of grant of $25.01. The restricted shares will vest in three equal annual bonus for 2008.installments beginning on January 22, 2011, subject to the transfer limitations imposed by the Treasury in connection with the CPP.

     OnIn 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. As adjusted for an 8% commonthat represent, on a stock dividend paid to the Company’s common shareholders on August 27, 2008, these stock options currently representadjusted basis, 67,392 shares of common stock with an exercise price of $12.20 per share. The stock options would vest on January 1, 2010, ifsubject to the Company meets statedmeeting certain performance goals.goals from 2005 through 2009. Twenty percent of the options would become eligible for exercise every year if the Company meetsmet the annual performance goals. If the annual performance goals arewere 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 goals in 2006 and 2007. However, due to the difficult market conditions,

     On January 10, 2008, in connection with the grant of stock options to all non-employee directors of the Company, Mr. Allison received 2,000 stock options with an exercise price of $20.44 per share, the fair market valuethat represent, on date of grant. As adjusted for the 8% commona stock dividend paid to the Company’s common shareholders in August 2008, these stock options currently representadjusted basis, 2,160 shares of common stock with an exercise price of $18.93 per share. These stock options will vest in five equal annual installments beginning on January 10, 2009. As of January 10, 2010, a total of 864 of these options have vested.

     On January 18, 2008, the Compensation Committee awarded Mr. Allison an additional 15,000 stock options with an exercise price of $20.28 per share, the fair market valuethat represent, on date of grant. As adjusted for the 8%a stock dividend these stock options currently representadjusted basis, 16,200 shares of common stock with an exercise price of $18.78 per share. These stock options will vest in five equal annual installments beginning on January 18, 2009. The Committee based the award on its conclusion that, through Mr. Allison’s leadership, the Company completed a very successful year in 2007, which included record earnings for the Company and the acquisition of an additional bank subsidiary in the Central Arkansas market area. As of January 18, 2010, a total of 6,480 of these options have vested.

     In April 2007, our Board of Directors, based on a recommendation by the Compensation Committee, approved a Chairman’s Retirement Plan for Mr. Allison, which provides him a supplemental retirement benefit of $250,000 per year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later. The benefits under the plan vest based on Mr. Allison’s age beginning at age 61 and fully vest when Mr. Allison reaches age 65. The benefits will also become 100% vested if, before Mr. Allison reaches the age of 65, he dies, becomes disabled, is involuntarily terminated from the Company without cause, or there is a change in control of the Company. The vested benefits will be paid in monthly installments. The benefit payments will begin on the earlier of Mr. Allison reaching age 65 or the termination of his employment with the Company for any reason other than death. If Mr. Allison dies before the benefits commence or during the 10 year guaranteed benefit period, his beneficiary will receive any remaining payments due. If he dies after the guaranteed benefit period, no further benefits will be paid.See“COMPENSATION DISCUSSION AND ANALYSIS –— Components of Compensation” for more information on the Chairman’s Retirement Plan.

     Mr. Allison receives aan additional fee for his service as Chairman of the Board of Directors of the Company. The fee for his service as Chairman of the Board is set by the Board of Directors. In addition, Mr. Allison serves onis Chairman of the board of directors of each of the Company’s subsidiary banksbank and serves on each regional board of directors of Centennial Bank (formerly First State Bank). As a member of the board(s) of directors of each subsidiary bank, hebank. He receives a fee for his service on the board of directors and each subsidiary bank board.regional board of the bank. The fees for his service on each board are set by the respective boards of directorsthe bank.

     In March 2006, Mr. Sims received performance based stock options that represent, on a stock dividend adjusted basis, 40,435 shares of common stock with an exercise price of $12.20 per share. The stock options would vest on January 1, 2010, subject to the Company and First State Bank (now Centennial Bank) meeting certain performance goals from 2005 through 2009. Ten percent of the options would become eligible for exercise every year if the Company met its annual performance goals, and ten percent would become eligible for exercise every year if the bank met its annual performance goals. If the annual performance goals were not met, that 10% of the options would only become eligible if before January 1, 2010, the Company or the bank had met its respective cumulative goals. The bank met its goals in each subsidiary bank.year as well as its cumulative goals. The Company met its goals in 2006 and 2007 but did not meet its goals in 2005 and 2008. The Compensation Committee determined that the Company met its annual performance goals for 2009 but did not meet its cumulative goals as of December 31, 2009. Therefore, a total of 32,348 options became eligible for exercise by Mr. Sims on January 1, 2010. Because the Company’s cumulative goals were not met, the remaining 8,087 options were forfeited.

     In accordance with its written charter, which was re-adopted in its current form by the Board of Directors on January 16, 2009,22, 2010, 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”Relations”/“Corporate Profile”/“Governance Documents.”

     The Committee met sevenfour times in 20082009 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 2008.2009.

     In determining the compensation of the executive officers for 2009,2010, 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’sChairman’s compensation recommendations. The Committee also set the annual cash bonuses of the executive officers for 2008.2009 up to the limitations imposed by the ARRA and the Treasury interim final rule.

     The Compensation Committee reviewed and discussed with management the information provided in the preceding 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, 2008,2009, for filing with the SEC.

     Finally,Additionally, the Compensation Committee certifies that itthat:

     The Company’s business model does not generally include areas that are engaged in activities regarded as having significant inherent risk, such as mortgage-backed securities and proprietary trading. However, the Compensation Committee reviewed and evaluated the Company’s employee compensation plans with the Company’s senior risk officer(s) for possible credit, market, compliance and operational risks. Based on its review, the incentiveCompensation Committee believes effective controls are in place providing for management review of compensation arrangements of its senior executive officersemployees of the Company or our bank subsidiary having compliance, risk, credit quality, quality assurance and has made reasonable effortsfinance roles. In light of the oversight and controls surrounding the employee compensation plans, and the significant amounts that would be required to ensureimpact the Company’s reported earnings, the Compensation Committee believes that such arrangementsthe compensation plans for employees do not contain any features that would encourage the senior executive officersmanipulation of reported earnings to take unnecessary and excessive risks that threatenenhance the valuecompensation of the Company.any employee.

     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, 2008. The amounts in the table for Other Compensation for each of the named executive officers for 2008 include an extra pay period during 2008 that is not reflected in the respective named executive officers’ salaries. Because the Company issues paychecks biweekly on Thursdays, the first pay date for 2009 fell on January 1, 2009. The Company issued paychecks for this pay date on December 31, 2008 due to the holiday, which resulted in the Company having 27 pay periods during 2008 instead of the normal 26 pay periods.

     We currently do not have any employment, salary continuation or severance agreements in effect with any of our executive officers.

     The number of shares authorized for issuance under the Home BancShares 2006 Stock Option and Performance Incentive Plan, as amended by the Company’s shareholders in 2007 and adjusted for the 8% common stock dividend paid to the Company’s shareholders in August 2008, is 1,620,000. In 2008,2009, there were no options to purchase an aggregate of 50,514 shares of common stock were granted pursuant to the Plan, and options to purchase 59,603127,110 shares were exercised. Options to purchase 1,067,238756,277 shares remained outstanding under the Plan as of February 15, 2009,2010, and options to purchase 398,612488,399 shares of common stock remained available for future grant under the Plan. The Company granted restricted stock awards representing a total of 10,945 shares of our common stock during 2009.See“COMPENSATION DISCUSSION AND ANALYSIS –— Components of Compensation” for more information on the 2006 Stock Option and Performance Incentive Plan.Plan and the restricted stock awards granted during 2009.

     The following table contains information (stock dividend adjusted) about awards granted pursuant to the Plan to each of our named executive officers during the fiscal year ended December 31, 2008:2009:

     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, 2008. The numbers of securities underlying the options and the option exercise price amounts have been adjusted for the 8% stock dividend paid to the Company’s shareholders in August 2008. The Company has not issued any stock awards; therefore, the table does not include any information related to stock awards:2009: