RESTATED

ARTICLES OF INCORPORATION

OF

HOME BANCSHARES, INC.

 

Pursuant to the Arkansas Business Corporation Act, Home Bancshares, Inc.

does hereby adopt the following Restated Articles of Incorporation:

 

FIRST: The name of the corporation is Home BancShares, Inc.

 

SECOND: The nature of the business of this Corporation and the objects and

purposes purposed to be transacted, promoted or carried on by it are as

follows, to-wit:

 

(a) To act as a holding company and to acquire and own stock or

other interest in other businesses of any lawful character, including

specifically banks, mortgage loan and servicing businesses, factoring

businesses, and other financially oriented businesses; and as

shareholder or as owner of other interest in such businesses, to

exercise all rights incident thereto;

 

(b) To do all things herein set forth, and in addition, all such

other acts and things necessary or convenient or intended for the

attainment of any of the purposes of this Corporation and to

participate in, engage in, carry on and conduct any business that a

natural person lawfully might or could do insofar as such acts and

business undertakings are permitted to be done by a corporation

organized under the general corporation laws of the State of Arkansas,

with all powers conferred upon corporations, specifically or by

inference, under the laws of the State of Arkansas.

 

THIRD: The authorized capital stock of this corporation shall consist of

3,000,000 shares of common stock having a par value of $1.00 per share.

 

FOURTH: The Chairman and Secretary of the corporation shall have the authority

on behalf of the corporation to enter into any contract between the

corporation and 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 or its shareholders to purchase such

shares upon stated contingencies. In addition, any and all of such

restrictions, options or requirements may be imposed on all shares of

the corporation, issued and unissued, upon the unanimous resolution of

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

date of the Board's resolution.

 

<PAGE>

 

 

FIFTH: The registered office of this corporation shall be located at 945 Salem

Road, Conway, Faulkner County, Arkansas 72032. The registered agent of

this corporation, at the registered office address set forth herein

shall be John Allison.

 

SIXTH: The Board of Directors of this Corporation shall consist of not less

than two (2) nor more than fifteen (15) persons, the exact number of

directors within such minimum and maximum limits to be fixed and

determined, from time to time, by resolution of majority of the full

Board of Directors or by resolution of the shareholders at any annual

or special meeting thereof. Any vacancy in the Board of Directors for

any reason, including an increase in the number thereof, may be filled

by action of the Board of Directors.

 

SEVENTH: The name and address of the incorporators of this corporation are:

 

Ruth T. Dearing Donald R. Dearing

P.O. Box 496 P.O. Box B

Holly Grove, Arkansas 72069 Holly Grove, Arkansas 72069

 

Herd E. Stone

P.O. Box A

Holly Grove, Arkansas 72069

 

EIGHTH: To the maximum extent permitted by the Arkansas Business Corporation

Act of 1987, as it now exists or may hereafter be amended, a director

of this corporation shall not be liable to the corporation or its

shareholders for monetary damages for any breach of fiduciary duties as

a director.

 

NINTH: (a) Every person who was or is a party of, is threatened to be made

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 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) 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, as

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

liabilities and losses (including attorney's 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 enforced in any lawful manner by

such person, and the Corporation may in the discretion of the Board of

Directors enter into indemnification agreements with its directors and

officers. Such right of indemnification shall not be exclusive of any

other right which such director or officer may have or hereafter

acquire and, without limiting the generality of 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 section.

 

 

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<PAGE>

 

(b) 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 the power to

indemnify such person.

 

(c) 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 is 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 (1) upon authorization (i) by the Board of

Directors by a majority vote of a quorum consisting of directors who

are not parties to the action, suit or proceeding, (ii) if such a

quorum is not obtainable or, even if obtainable, if a quorum of

disinterested directors so directs, then by independent legal counsel

in a written opinion, or (iii) by the shareholders; and (2) upon

receipt of an undertaking by, or on behalf of, such person to repay

such amount, if it shall ultimately be determined that he or she is

not entitled to be indemnified by the Corporation as authorized by

relevant provisions of the Arkansas Business Corporation Act as the

same now exists or as it may hereafter be amended.

 

(d) If any provision of this Article or the application thereof

to any person or circumstance is adjudicated invalid, such invalidity

shall not affect other provisions or applications of this Article

which lawfully can be given without the invalid provision of this

Article.

 

IN WITNESS WHEREOF, the President and Chairman of the Corporation has set

his hand this 12th day of March, 1999.

 

HOME BANCSHARES, INC.

 

 

By /s/ JOHN ALLISON

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

John Allison, Chairman

 

 

3

AMENDMENT TO THE

RESTATED ARTICLES OF INCORPORATION

OF

HOME BANCSHARES, INC.

 

Pursuant to Arkansas Business Corporation Act, Home BancShares, Inc. (the

"Corporation") does hereby adopt the following amendment to its Restated

Articles of Incorporation dated March 12, 1999 ("the Articles of

Incorporation"):

 

1. Article THIRD is hereby amended to read in its entirety as follows:

 

THIRD: The authorized capital stock (the "Capital Stock") of this

Corporation shall be 5,000,000 shares of voting common stock (the "Common

Stock") having a value of $.10 per share, and 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 ("Class A Preferred Stock") and 3,000,000 shares of class B

preferred stock ("Class B Preferred Stock"). Shares of $1.00 par value common

stock which are outstanding as of the date of this amendment shall remain

outstanding but shall be converted into $.10 par value and the difference

between $1.00 and $.10 per share shall be transferred from paid-in capital to

capital surplus on the books and records of the Corporation.

 

Voting Rights. The Common Stock shall have one vote per share on all

matters submitted to the shareholders for a vote. The Preferred Stock shall have

no right to vote on any matter except to the extent the specific right to vote

is expressly required to be granted to the holder of Preferred Stock by the

Arkansas Business Corporation Act of 1987. No holder of Capital Stock shall have

the right to cumulate their votes in the election of directors.

 

Dividends. Class A Preferred Stock will pay non-cumulative annual dividends

of $0.25, payable quarterly, on the last day of January, April, July, and

October, if and when authorized

 

<PAGE>

 

and declared by the Board of Directors of the Corporation. 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. The Class A Preferred Stock has

preference over the Class B Preferred Stock and the Common Stock for the payment

of dividends; therefore, dividends may not be paid on the Class B Preferred

Stock or Common Stock until the dividends on the Class A Preferred Stock for the

corresponding period have been paid in full. No interest shall be payable on any

declared and unpaid dividends.

 

Preference on Liquidation, Dissolution or Winding Up. The Class A Preferred

Stock has priority over the Common Stock in the event of liquidation,

dissolution, or winding up of the Corporation. In that event, holders of Class A

Preferred Stock shall be entitled to receive $10.00 per share plus any declared

and unpaid dividends then due before any payment is made to the holders of

Common Stock. However, once these payments are made, the holders of Class A

Preferred Stock are not entitled to any further payments. After payments to the

holders of Class A Preferred Stock, the remaining assets and funds of the

Corporation shall be distributed pro rata among the holders of the Common Stock.

A consolidation, merger or reorganization of the Corporation with any other

corporation or a sale of all or substantially all of the Corporation's assets

shall not be considered a dissolution, liquidation or winding up of the

Corporation for purposes of these provisions.

 

Convertible Shares. The Class A Preferred Stock may be converted (the

"Conversion" or "Convert"), at the election of the holder, into Common Stock

upon the earlier of:

 

(a) the expiration of thirty (30) months after the date the first share of

Class A Preferred Stock is issued, or

 

 

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<PAGE>

 

(b) one hundred eighty (180) days following the date any shares of Common

Stock are registered with the United States Securities and Exchange Commission

pursuant to the Securities Act of 1933, in connection with an initial public

offering of the Common Stock.

 

To Convert the shares of Class A Preferred Stock to Common Stock, the

holder of Class A Preferred Stock shall surrender and deliver, duly endorsed in

blank, signature guaranteed, the certificate or certificates representing the

shares to be Converted to the Secretary of the Corporation at the Corporation's

principal offices, and at the same time notify the Secretary in writing over his

or her signature that he or she desires to Convert his or her Preferred Stock

into Common Stock pursuant to these provisions. Each share of Class A Preferred

Stock properly surrendered for conversion shall be converted into 0.263158

shares of Common Stock. No factional shares of Common Stock shall be issued to

any former holder of Class A Preferred Stock as part of the Conversion; instead

a holder shall be entitled to receive, in lieu of a fractional share an amount

payable in cash equal to the fraction of a share of Common Stock they otherwise

would be entitled to receive multiplied by $38.00.

 

Redemption. The Class A Preferred Stock is redeemable (the "Redemption" or

"Redeem") at the option of the Corporation in whole or in part at any time after

thirty (30) months from the date the first share of Class A Preferred Stock is

issued or prior to the expiration of such 30 months if the Common Stock of the

Corporation becomes publicly traded and (a) the last reported trade is equal to

or greater than Thirty-eight Dollars ($38) per share for twenty (20) consecutive

trading days, or (b) if the trades are quoted a "bid and ask" price basis, the

mean between the bid and ask prices is equal to or greater than $38 per share

for twenty (20) consecutive trading days. In the event the Corporation elects to

Redeem any Class A Preferred Stock, all of the Class A Preferred Stock must and

shall be Redeemed. In such event, the

 

 

3

 

<PAGE>

 

Corporation shall provide written notice ("Notice") to holders of the Class A

Preferred Stock. Upon receipt of such Notice, and within the time period

required by the Notice, each holder of Class A Preferred Stock shall (a) tender

to the Corporation the certificate(s) for his or her shares (the

"Certificate(s)") duly endorsed by the holder as the holder's name appears on

such Certificate(s), for transfer to the Corporation; (b) execute a separate

Irrevocable Stock Power, provided with the Notice; (c) complete any and all

other requirements deemed necessary by the Corporation's directors; and (d)

return the Irrevocable Stock Power and the Certificate(s) to the Secretary of

the Corporation at the Corporation's principal offices, or as otherwise

instructed in the Notice. Upon receipt of the Irrevocable Stock Power and the

Certificate(s), and any other required documentation, the Corporation shall

issue to each holder of Class A Preferred Stock 0.263158 shares of Common Stock

in exchange for one share of Class A Preferred Stock. No fractional shares of

Common Stock shall be issued to any former holder of Class A Preferred Stock as

part of the Redemption; instead a holder shall be entitled to receive, in lieu

of a fractional share an amount payable in cash equal to the fraction of a share

of Common Stock they otherwise would be entitled to receive multiplied by

$38.00. In the event a Redemption occurs as provided herein prior to the end of

a quarter in which the Board declares a dividend, a holder of the Class A

Preferred Stock being Redeemed shall be entitled to receive an amount of such

dividend pro rated for the number of days in the quarter prior to the date of

the Notice of Redemption.

 

Anti-dilution. If prior to the Conversion or Redemption, the outstanding

shares of Common Stock are increased or decreased, or are changed into a

different number of shares or a different class by reason of any merger,

recapitalization, reclassification, stock split, or similar transaction, or if a

stock dividend shall be paid, an appropriate and proportionate adjustment or

 

 

4

 

<PAGE>

 

adjustments will be made to the ratio by which a share of Common Stock, or a

fraction thereof, is to be issued in exchange for each share of Class A

Preferred Stock.

 

Class B Preferred Stock. The Class B Preferred Stock shall contain such

preferences, limitations, relative rights and terms as the Board of Directors of

the Corporation, acting pursuant to the authority contained herein and in

Arkansas Code Ann. Section 4-27-602 et seq., may determine; provided, however,

that before issuing any shares of Class B Preferred Stock, the Corporation 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 Class B Preferred Stock, and provided further, that the holders of the

Class B Preferred Stock shall have no greater preferences or relative rights

than have the holders of Class A Preferred Stock.

 

EXECUTED this 23rd day of October, 2003.

 

 

/S/ JOHN ALLISON

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

John Allison, Chairman

 

 

 

SECOND AMENDMENT TO THE

RESTATED ARTICLES OF INCORPORATION

OF

HOME BANCSHARES, INC.

 

Pursuant to Arkansas Business Corporation Act, Home BancShares, Inc. (the

"Corporation") does hereby adopt the following amendment to its Restated

Articles of Incorporation dated March 12, 1999 as previously amended on October

23, 2003 ("Articles of Incorporation").

 

Article THIRD is hereby amended to add the following after the existing

paragraph entitled "Class B Preferred Stock":

 

The Board of Directors of the Corporation, acting pursuant to such

authority hereby determines that the Class B Preferred Stock shall contain the

following limitations, relative rights and terms:

 

Dividends. Class B Preferred Stock will pay non-cumulative annual dividends

of $0.57, payable quarterly, on the last day of January, April, July, and

October, if and when authorized and declared by the Board of Directors of the

Corporation. 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.

The Class B Preferred Stock has preference over the Common Stock and over any

class or series of capital stock of the Corporation hereafter created, but is

subordinate to the Class A Preferred Stock, for the payment of dividends.

Therefore, dividends may not be paid on the Common Stock until dividends on the

Class B Preferred Stock for the corresponding period have been paid in full. No

interest shall be payable on any declared and unpaid dividends.

 

<PAGE>

 

Preference on Liquidation, Dissolution or Winding Up. After the payment of

any declared and unpaid dividends to the holders of Class A Preferred Stock, the

Class B Preferred Stock, in parity with the Class A Preferred Stock, has

priority over the Common Stock, and over any class or series of capital stock

hereafter created, in the event of liquidation, dissolution, or winding up of

the Corporation. In that event, holders of Class B Preferred Stock shall be

entitled to receive $38.00 per share plus any declared and unpaid dividends then

due before any payment is made to the holders of Common Stock or any other class

or series of capital stock hereafter created. However, once these payments are

made, the holders of Class B Preferred Stock are not entitled to any further

payments. After payments to the holders of Class B Preferred Stock, the

remaining assets and funds of the Corporation shall be distributed pro rata

among the holders of the Common Stock. A consolidation, merger or reorganization

of the Corporation with any other corporation or a sale of all or substantially

all of the Corporation's assets shall not be considered a dissolution,

liquidation or winding up of the Corporation for purposes of these provisions.

 

Convertible Shares. The Class B Preferred Stock may be converted ("Convert"

or the "Conversion"), at the election of the holder, into Common Stock upon the

earlier of:

 

(a) July 6, 2006, or

 

(b) two hundred ten (210) days following the date any shares of Common

Stock are registered with the United States Securities and Exchange Commission

pursuant to the Securities Act of 1933, in connection with an initial public

offering of the Common Stock.

 

To Convert the shares of Class B Preferred Stock to Common Stock, the

holder of Class B Preferred Stock shall surrender and deliver, duly endorsed in

blank, signature guaranteed, the certificate or certificates representing the

shares to be Converted to the Secretary of the Corporation at the Corporation's

principal offices, and at the same time notify the Secretary in

 

 

2

 

<PAGE>

 

writing over his or her signature the he or she desires to Convert his or her

Class B Preferred Stock into Common Stock pursuant to these provisions. Each

share of Class B Preferred Stock properly surrendered for conversion shall be

converted into one (1) share of Common Stock.

 

Redemption. The Class B Preferred Stock is redeemable ("Redeem" or the

"Redemption") at the option of the Corporation in whole or in part at any time.

In such event, the Corporation shall provide written notice ("Notice") to

holders of the Class B Preferred Stock. Upon receipt of such Notice, and within

the time period required by the Notice, each holder of Class B Preferred Stock

shall (a) tender to the Corporation the certificate(s) for his or her shares

(the "Certificate(s)") duly endorsed by the holder as the holder's name appears

on such Certificate(s), for transfer to the Corporation; (b) execute a separate

Irrevocable Stock Power, provided with the Notice; (c) complete any and all

other requirements deemed necessary by the Corporation's directors; and (d)

return the Irrevocable Stock Power and the Certificate(s) to the Secretary of

the Corporation at the Corporation's principal offices, or as otherwise

instructed in the Notice. Upon receipt of the Irrevocable Stock Power and the

Certificate(s), and any other required documentation, the Corporation shall

issue to each holder of Class B Preferred Stock one (1) share of Common Stock in

exchange for one share of Class B Preferred Stock. In the event a Redemption

occurs as provided herein prior to the end of a quarter in which the Board

declares a dividend, a holder of the Class B Preferred Stock being Redeemed

shall be entitled to receive an amount of such dividend pro rated for the number

of days in the quarter prior to the date of the Notice of Redemption.

 

Anti-dilution. If prior to the Conversion or Redemption, the outstanding

shares of Common Stock are increased or decreased, or are changed into a

different number of shares or a different class by reason of any merger,

recapitalization, reclassification, stock split, or similar

 

 

3

 

<PAGE>

 

transaction, or if a stock dividend shall be paid, an appropriate and

proportionate adjustment or adjustments will be made to the ratio by which a

share of Common Stock, or a fraction thereof, is to be issued in exchange for

each share of Class B Preferred Stock. In the event of a merger of the

Corporation for cash in which it is not the surviving corporation, the holders

of Class B Preferred Stock will be given the right to convert their shares of

Class B Preferred Stock for shares of Common Stock, immediately prior to the

conversion on a ratio of one (1) share of Common Stock for one (1) share of

Class B Preferred Stock.

 

EXECUTED this 9th day of March, 2005.

 

 

/S/ JOHN ALLISON

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

John Allison, Chairman

 

 

 

 THIRD AMENDMENT TO THE
 RESTATED ARTICLES OF INCORPORATION
 OF
 HOME BANCSHARES, INC.
 
 Pursuant to Arkansas Business Corporation Act, Home BancShares, Inc. (the
"Corporation") does hereby adopt the following articles of amendment to its
Restated Articles of Incorporation, as previously amended on March 12, 1999,
October 23, 2003, and March 10, 2005 (the "Articles of Incorporation"):
 
 1. The first paragraph Article THIRD is hereby amended to read in its
entirety as follows:
 
 The authorized capital stock (the "Capital Stock") of this Corporation
shall be 25,000,000 shares of voting common stock (the "Common Stock") having a
par value of $.01 per share, and 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
("Class A Preferred Stock") and 3,000,000 shares of class B non-voting,
non-cumulative, callable and redeemable, convertible preferred stock ("Class B
Preferred Stock"). Shares of $.10 par value common stock which are outstanding
as of the date of this amendment shall remain outstanding but shall be converted
into $.01 par value and the difference between $.10 and $.01 per share shall be
transferred from paid-in capital to capital surplus on the books and records of
the Corporation.
 
 EXECUTED this 18th day of April, 2005.
 
 
 /S/ JOHN ALLISON
 ----------------------------------------
 John Allison, Chairman

 

 

 

 

FOURTH AMENDMENT TO THE

RESTATED ARTICLES OF INCORPORATION

OF

HOME BANCSHARES, INC.

     Pursuant to the Arkansas Business Corporation Act of 1987, Home BancShares, Inc. (the Corporation) does hereby adopt the following articles of amendment to its Restated Articles of Incorporation, dated March 12, 1999, as previously amended on October 23, 2003, March 9, 2005, and April 18, 2005:

     1. The first sentence of Article THIRD is hereby amended to read in its entirety as follows:

     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 value of $.01 per share, and 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 (Class A Preferred Stock) and 3,000,000 shares of class B non-voting, non-cumulative, callable and redeemable, convertible preferred stock (Class B Preferred Stock).

     EXECUTED this 9th day of May, 2007.

 

 

 

 

 

 

 

 

 

/s/ C. Randall Sims  

 

 

C. Randall Sims, Secretary 

 

 

FIFTH AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
HOME BANCSHARES, INC.

          Pursuant to the Arkansas Business Corporation Act of 1987, Home BancShares, Inc. (the Corporation) does hereby adopt the following articles of amendment to its Restated Articles of Incorporation, dated March 12, 1999, as previously amended on October 23, 2003, March 9, 2005, April 18, 2005, and May 9, 2007:

          1. Article THIRD is hereby amended in its entirety to read as follows:

          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 $0.01 per share, and 5,500,000 shares of $0.01 par value preferred stock (the Preferred Stock). 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 Preferred Stock in one or more series and may determine the preferences, limitations, relative rights and terms of the Preferred Stock or any series of shares of the Preferred Stock before the issuance of such shares of Preferred Stock or series of shares of the Preferred 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.

          EXECUTED this 9th day of January, 2009.

 

 

 

 

 

 

 

     /s/ C. Randall Sims

 

C. Randall Sims, Secretary

 

[End]