RESTATED

                                     BYLAWS

                                       OF

                              HOME BANCSHARES, INC.

 

                                    ARTICLE I

                                      STOCK

 

     1. Certificates. Certificates of stock shall be issued to each holder of

fully paid stock in numerical order. Each certificate shall be signed by the

President and attested by the Secretary. A record of each certificate shall be

kept in the Corporation's records.

 

     2. Form. The form of the certificate to represent stock ownership in the

Corporation shall be fixed, and may be changed from time to time, by the Board

of Directors. Each certificate must state on its face the following information:

 

     a. Name of issuing corporation;

 

     b. A statement that the corporation is organized under Arkansas law;

 

     c. Name of person to whom shares are issued;

 

     d. Number and class of shares (and designation of series (if any), that the

certificates represents;

 

     e. Statement of par value of such shares; and

 

     3. Transfer. Shares of the Corporation shall be transferred on its books

only upon the surrender to the Corporation of the share certificates duly

endorsed or accompanied by proper evidence of succession, assignment or

authority to transfer. In that event, the surrendered certificates shall be

canceled, new certificates issued to the person entitled to them, and the

transaction recorded on the books of the Corporation.

 

     4. Lost Certificates. The Board of Directors shall direct a new certificate

to be issued in place of a certificate alleged to have been destroyed or lost if

the owner makes an affidavit that it is destroyed or lost, but the Board in its

discretion may, as a condition precedent to issuing the new certificate, require

the owner to give the Corporation a bond or security acceptable to the Board as

indemnity against any claim that may be made against the Corporation on the

certificate allegedly destroyed or lost.

 

     5. Restrictions on Transfer. The President and Secretary of the Corporation

shall have authority on behalf of the Corporation to enter into any contract

between the Corporation and any or all of its shareholders (a) imposing

restrictions on the future transfer (whether inter vivos, by inheritance or

testamentary gift), hypothecation or other disposition of its shares; (b)

granting purchase options to the Corporation or its shareholders; or (c)

requiring the Corporation

 

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or its shareholders to purchase such shares upon stated contingencies. In

addition, any or all of such restrictions, options or requirements may be

imposed on all shares of the Corporation, issued and unissued, upon the

resolution of the Board of Directors and the consent of all stockholders as of

the date of the Board's resolution.

 

     6. Book Entry. Notwithstanding the foregoing provisions regarding share

certificates, officers of the Corporation may provide that some or all of any or

all classes or series of the Corporation's common or any preferred shares may be

uncertificated shares.

 

                                   ARTICLE II

                                  STOCKHOLDERS

 

     1. Annual Meeting. The annual meeting of the stockholders of this

Corporation shall be held at such place within the continental limits of the

United States as the Directors shall designate, the date of the meeting to be

the last business day of the Corporation's fiscal year or at such other date as

designated by the Board of Directors.

 

     2. Special Meetings. Special meetings of the stockholders may be called at

any time by the President, by resolution of the Board of Directors, or by not

less than ten percent (10%) of the holders of shares entitled to vote on any

action to be presented at such meeting.

 

     3. Notice. Written notice of stockholders meetings shall be given either

personally or by mail, to each stockholder of record at his address, as the same

appears on the stock book of the Corporation, not less than ten (10) nor more

than sixty (60) days before the meeting is to be held. If a proposal to increase

the authorized capital stock or bonded indebtedness is to be submitted, notice

must be given not less than sixty (60) nor more than seventy-five (75) days

before the meeting. In case of special meetings, the notice shall also include a

statement of the purpose or purposes for which the meeting is called and no

other business may be transacted or considered. If at any annual meeting there

shall be presented a proposal to increase the authorized capital stock or bonded

indebtedness, to dissolve, merge or consolidate, or to sell, lease, exchange, or

otherwise dispose of all or substantially all of the Corporation's assets, to

amend the Articles of Incorporation or to effect any other fundamental corporate

change, then that annual meeting shall be deemed, for the purpose of notice, a

special meeting. Notice of any meeting or service of such notice may be waived

in writing before or after the meeting by a stockholder or by the attendance in

person or by proxy of any stockholder at such meeting. No irregularity of notice

of any regular or special meeting of the stockholders shall invalidate such

meeting or any proceeding thereat.

 

     4. Quorum. A quorum at any meeting of the stockholders shall consist of a

majority in interest in the stock issued and outstanding then entitled to vote,

represented in person or by proxy. A majority of such quorum shall decide any

question that may come before the meeting.

 

     5. Proxies. A stockholder may vote at any meeting of the stockholders by

being present in person or by giving to some other person present at the meeting

a written proxy.

 

 

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     6. Voting. Directors shall be elected at the annual meeting of

stockholders. No cumulative voting is permitted. On all matters, the holders of

shares of stock then entitled to vote shall be entitled to cast votes equal to

the number of shares held.

 

     7. Informal Action by Shareholders. Unless otherwise provided by law, any

action required to be taken at a meeting of the shareholders, or any other

action which may be taken at a meeting of the shareholders, may be taken without

a meeting if a consent in writing, setting forth the action so taken, shall be

signed by all of the shareholders entitled to vote with respect to the subject

matter thereof.

 

                                   ARTICLE III

                                    DIRECTORS

 

     1. General Powers. The business and affairs of the Corporation shall be

managed by its Board of Directors.

 

     2. Number. Tenure and qualifications. The number of directors shall be not

less than two (2) nor more than fifteen (15), as determined by the shareholders

or the directors subject to A.C.A. Section 4-27-803. Thereafter, the number

directors shall be not less than two (2) nor more than fifteen (15), as

determined by the shareholders or the directors subject to A.C.A. Section

4-27-803. The directors shall be elected for a term of one (1) year and until

their successors are elected and qualified. Directors need not be residents of

Arkansas nor shareholders of the Corporation.

 

     3. Vacancies. If a vacancy occurs in the Board of Directors by reason of

death or resignation, or if the stockholders fail to fill all the vacancies in

the Board of Directors at the annual meeting of stockholders or any meeting for

the purpose of electing Directors, the vacancies shall be filled by the

affirmative vote of a majority of the remaining members of the Board of

Directors. Any vacancy caused by removal of a director shall be filled by the

shareholders and may be filled at the shareholders' meeting at which the vacancy

is created or at a subsequent meeting.

 

     4. Resignations. A Director may resign at any time by filing his written

resignation with the Secretary.

 

     5. Removal. A Director may be removed at any time, with or without cause,

by a special stockholders' meeting called expressly for that purpose.

 

     6. Meetings. Meetings of the Board of Directors shall be held on call for

any member after giving notice in writing or otherwise to all members at least

twenty-four hours thereto. Notice of any meeting or service of such notice may

be waived in writing before or after the meeting by a Director or by attendance

at such meeting. No irregularity of notice of such meeting shall invalidate such

meeting or any proceeding thereat.

 

 

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     7. Quorum. A quorum of any meeting of the Board of Directors shall consist

of a majority of the entire membership of the Board. A majority of such quorum

shall decide any question that may come before the meeting.

 

     8. Informal Action. Action taken by a majority of the Directors without a

meeting in respect to any corporate matter shall be valid if, before or after

such action, all Board members sign and file with the Secretary for inclusion in

the Corporate Minute Book a memorandum showing (a) the nature of the action

taken, (b) the consent of each Board member, and (c) the names of Directors

approving the Directors opposing such action.

 

     9. Proxies. Directors may not vote by proxy.

 

     10. Election of Officers. Officers of the Corporation shall be elected by

the Board of Directors and shall serve at the pleasure of the Board of Directors

subject to any contracts of employment entered into by the Corporation. The

Board of Directors shall fix the compensation of all officers of the

Corporation.

 

                                   ARTICLE IV

                                    OFFICERS

 

     1. Numbers. The offices of the Corporation shall be a Chairman, a Vice

Chairman, a Secretary, a Treasurer and such other officers as may be elected in

accordance with these bylaws. If there is only one (1) shareholder, any two (2)

or more offices may be held by the same person. If there is more than one (1)

shareholder any two (2) or more offices may be held by the same person.

 

     2. Vacancies. When a vacancy occurs in one of the executive offices by

death, resignation or otherwise, it shall be filled by the Board of Directors.

The officer so selected shall hold office until his successor is chosen and

qualified.

 

     3. Execution of Written Instruments. The Board of Directors may authorize

any one (1) or more officers or employees to execute contracts in the ordinary

course of business on behalf of the Corporation, and such authority may be

general or confined to specific instances.

 

     4. Checks and Notes. Checks, notes, drafts and demands for money shall be

signed by any one (1) or more officers or employees who may from time to time be

designated by the Board of Directors.

 

     5. Voting Shares in Other Corporations. In the absence of other

arrangements by the Board of Directors, shares of stock issued by any other

corporation and owned or controlled by this Corporation may be voted at any

shareholders meeting of the other corporation by the President of this

Corporation or, if he is not present at the meeting, by the Vice-President of

this Corporation; and in the event the President nor the Vice-President is to be

present at a meeting, the shares may be voted by such person as the President

and Secretary of the Corporation shall by duly elected proxy designate to

represent the Corporation at the meeting.

 

 

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                                    ARTICLE V

                                    INDEMNITY

 

     1. Directors and Officers Indemnification. Every person who was or is a

party or is threatened to be made a party to, or is involved in, any action,

suit or proceeding, whether civil, criminal, administrative, or investigative,

by reason of the fact that he is or was a director or officer of another

corporation, or as its enterprise, shall be indemnified and held harmless to the

fullest extent legally permissible under and pursuant to any procedure specified

in the Arkansas Business Corporation Act of the State of Arkansas, as amended

and as the same may be amended hereafter, against all expenses, liabilities, and

losses (including attorneys' fees, judgments, fines and amounts paid or to be

paid in settlement) reasonably incurred or suffered by him in connection

therewith. Such right of indemnification shall be a contract right that may be

enforced in any lawful manner by such person. Such right of indemnification

shall not be exclusive of any other right which such statement, he shall be

entitled to his rights of indemnification under any agreement, vote of

stockholders, provision of law or otherwise, as well as his rights under this

paragraph. The board of directors may cause the Corporation to purchase and

maintain insurance on behalf of any person who is or was a director or officer

of the Corporation, or is or was serving at the request of the Corporation as a

director or officer of another corporation, or as its representative in a

partnership, joint venture, trust or other enterprise against any liability

asserted against such person and incurred in any such capacity or arising out of

such status, whether or not the Corporation would have power to indemnify such

person.

 

     2. Advancement of Expenses. Expenses incurred by a director or officer of

the Corporation in defending a civil or criminal action, suit or proceeding by

reason of the fact that he is, or was, a director or officer of the Corporation

(or was serving at the Corporation's request as a director or officer of another

corporation, or as its representative in a partnership, joint venture, trust or

other enterprise) shall be paid by the Corporation in advance of the final

disposition of such action, suit or proceeding upon receipt of an undertaking

by, or on behalf of, such person to repay such amount if it shall ultimately be

determined that he is not entitled to be indemnified by the Corporation as

authorized by relevant provision of the Arkansas Business Corporation Act as the

same now exists or as it may hereafter be amended.

 

                                   ARTICLE VI

                                   AMENDMENTS

 

     Bylaws may be adopted, amended or repealed at any meeting of the Board of

Directors by the vote of a majority thereof, unless the Articles of

Incorporation provide for the adoption, amendment or repeal by the shareholders,

in which event action thereon may be taken at any meeting of the shareholders by

vote of a majority of the voting shares outstanding and a majority of the

outstanding shares of any other class which may be substantially adversely

affected by such action.

 

 

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                             CERTIFICATE OF ADOPTION

 

     The foregoing Restated Bylaws of the Corporation have been duly adopted

this 13th day of March, 2006, by action of the Board of Directors of the

Corporation pursuant to the laws of this State.

 

     IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of

the Corporation on such date.

 

(SEAL)

 

 

                                        /s/ C. RANDALL SIMS

                                        ----------------------------------------

                                        C. Randall Sims, Secretary

 

 

APPROVED:

 

 

/s/ JOHN W. ALLISON

----------------------------------------

John W. Allison, Chairman

 

 

[As filed: 03-14-2006]