You are cordially invited to attend the ~~2014~~2015 Annual Meeting of Shareholders of Bank of the Ozarks, Inc., an Arkansas corporation (the “Company”), to be held at the Company’s office, 17901 Chenal Parkway, Little Rock, Arkansas 72223, on Monday, May ~~19, 2014~~18, 2015 at 8:30 a.m., local time, for the following purposes:

Only ~~Shareholders~~shareholders of record at the close of business on March ~~10, 2014~~13, 2015 will be entitled to vote at the ~~2014~~2015 Annual Meeting and any adjournments or postponements thereof.

The Company’s proxy statement and a form of proxy card are included with this Notice. The Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 is also enclosed.

YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOU MAY ALSO VOTE BY CALLING THE TOLL-FREE NUMBER OR BY USING THE INTERNET AS FURTHER DESCRIBED IN THE ENCLOSED PROXY CARD. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON IF YOU ATTEND THE MEETING.

Important notice regarding the availability of proxy materials for the ~~Shareholder Meeting to be held on May 19, 2014. The Company’s Proxy Statement for the~~2015 Annual Meeting of Shareholders to be held on May ~~19, 2014~~18, 2015. The Company’s Proxy Statement for the 2015 Annual Meeting and Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013~~2014 are also available atwww.proxyvote.com by entering the control number found on your proxy card.

The ~~enclosed proxy, for use only at the 2014 Annual Meeting~~Board of ~~Shareholders (the “Annual Meeting”)~~Directors of Bank of the Ozarks, Inc. (the “Company”) is soliciting your proxy to vote your shares at the 2015 Annual Meeting of Shareholders (“Annual Meeting”).

The Annual Meeting will be held at 8:30 a.m. local time on Monday, May 18, 2015. The Annual Meeting will be held at the Company’s ~~office,~~main headquarters located at 17901 Chenal Parkway, Little Rock, Arkansas ~~72223~~72223.

We are not aware of any additional matters that will be presented for consideration at the Annual Meeting. This proxy statement and the accompanying proxy card are first being mailed on ~~Monday, May 19, 2014 at 8:30 a.m., local time, and any adjournments~~ or ~~postponements thereof, is solicited on behalf~~around March 25, 2015.

It is the Company’s policy that all directors attend the Annual Meeting of Shareholders. We expect that all sixteen director nominees will be in attendance at the Annual Meeting.

Only shareholders of record at the close of business on the record date, March 13, 2015 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. At the close of business on the Record Date, there were 86,760,075 shares of our common stock, $0.01 par value per share, outstanding.

For Proposal 1 (election of directors), you may either (i) vote “FOR ALL” of the director nominees, (ii) vote “WITHHOLD ALL” to withhold your vote for all director nominees or (iii) vote “FOR ALL EXCEPT” to withhold your vote for specific director nominees. For Proposal 2 (amendment and restatement of the Stock Option Plan), Proposal 3 (approval of the Non-Employee Director Stock Plan), Proposal 4 (ratification of the appointment of Crowe Horwath LLP) and Proposal 5 (advisory, non-binding vote on executive compensation), you may vote “FOR” or “AGAINST” such proposals or “ABSTAIN” from voting. For Proposal 6 (advisory, non-binding vote on the frequency of shareholder advisory votes on executive compensation), you may vote “1 YEAR,” “2 YEARS” or “3 YEARS” with respect to such proposal or “ABSTAIN” from voting. The procedures for voting are set forth below.

Shareholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company’s transfer agent, the Trust and Wealth Management Division of Bank of the Ozarks, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by giving your proxy authorization by completing, signing and returning the enclosed proxy card, or you can vote by calling the toll-free telephone number or using the Internet as further described on the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy or to give your proxy authorization to ensure that your votes are counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy or given your proxy authorization.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent. If on the Record Date your shares were held in an account with a broker, bank or other agent, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent how to vote the shares in your account. You should follow the instructions provided by your broker, bank or other agent regarding how to vote your shares. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent and follow the instructions from your broker, bank or other agent.

For each proposal to be voted upon, you have one vote for each share of common stock that you own as of the close of business on the Record Date.

Properly completed and returned proxies will be voted as instructed on the proxy card. If you are a shareholder of record and return the proxy card without marking any voting selections, your shares will be voted “FOR” the election of each of the sixteen (16) director nominees; “FOR” the amendment and restatement of the

Stock Option Plan; “FOR” the approval of the Non-Employee Director Stock Plan; “FOR” the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; “FOR” the approval of the compensation of our named executive officers; and “1 YEAR” with respect to how frequently a shareholder vote to approve the compensation of our named executive officers should occur. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board of Directors or, if no recommendation is given, will vote your shares using his or her discretion. If any director nominee becomes unavailable for election for any reason prior to the Annual Meeting vote, the Board may reduce the number of directors to be elected or substitute another person as nominee, in which case the proxy holders will vote for the substitute nominee.

If your shares are held by your broker, bank or other agent as your nominee, you will need to obtain a proxy card from the organization that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. Brokers, banks or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to “non-routine” proposals but may vote their clients’ shares on “routine” proposals.Under applicable rules, Proposal 1 (election of directors), Proposal 2 (amendment and restatement of the Stock Option Plan), Proposal 3 (approval of the Non-Employee Director Stock Plan), Proposal 5 (advisory, non-binding vote on executive compensation) and Proposal 6 (advisory, non-binding vote on the frequency of shareholder advisory votes on executive compensation) are non-routine proposals. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on these non-routine proposals, then those shares will be treated as broker non-votes.

Yes. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented in person or by proxy at the Annual Meeting.

Your shares will be counted towards the quorum if you vote in person at the Annual Meeting or if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent). Additionally, “WITHHOLD” votes, abstentions and broker non-votes as described below, will also be counted towards the quorum requirement. If there is no quorum, the Chairman of the Annual Meeting may adjourn the meeting until a later date.

Votes will be counted by the inspector of election appointed for the Annual Meeting who will separately count (i) “FOR” and “WITHHOLD” votes and broker non-votes for Proposal 1 (election of directors), (ii) “FOR” and “AGAINST” votes, abstentions and broker non-votes with respect to Proposal 2 (amendment and restatement of the Stock Option Plan), Proposal 3 (approval of the Non-Employee Director Stock Plan), Proposal 4 (ratification of the appointment of Crowe Horwath LLP) and Proposal 5 (advisory, non-binding vote on executive compensation) and (iii) “1 YEAR,” “2 YEARS,” “3 YEARS” votes, abstentions and broker non-votes with respect to Proposal 6 (advisory, non-binding vote on the frequency of shareholder advisory votes on executive compensation).

For Proposal 1 (election of directors), the vote of a plurality of all of the votes cast at the Annual Meeting at which a quorum is present is necessary for the election of a director. Therefore, the 16 nominees for director receiving the most “FOR” votes will be elected. For purposes of the election of directors, “WITHHOLD” votes and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. However, pursuant to the Company’s amended and restated Bylaws, any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election must tender to the Board his or her resignation as a director, which will become effective upon acceptance by the Board. For more information, see “Board Proposal No. 1—Election of Directors — Majority Voting for Directors; Director Resignation Policy.”

For Proposal 2 (amendment and restatement of the Stock Option Plan), Proposal 3 (approval of the Non-Employee Director Stock Plan), Proposal 4 (ratification of the appointment of Crowe Horwath LLP) and Proposal 5 (advisory, non-binding vote on executive compensation), the affirmative vote of a majority of all of the votes cast at a meeting at which a quorum is present is required for approval. With respect to Proposal 6 (advisory, non-binding vote on the frequency of shareholder advisory votes on executive compensation), the option of “1 YEAR,” “2 YEARS” or “3 YEARS” that receives the most votes cast shall determine the frequency for the advisory vote on compensation of the Company’s named executive officers. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for any of the proposals.

Preliminary voting results will be announced at the Annual Meeting. Final results will be announced in a Current Report on Form 8-K that will be filed with the SEC within four business days after the conclusion of the Annual Meeting.

This solicitation is being made by the Company primarily by mail, but may also be made in person or by telephone, facsimile or email by officers, directors and employees of the Company. All expenses incurred in the solicitation will be paid by the Company. Solicitation by such persons will be made on a part-time basis and no special compensation other than reimbursement of actual expenses incurred in connection with such solicitation will be paid.

~~Any Shareholder executing a proxy retains the right to revoke it at~~If you have any ~~time prior to~~further questions about the Annual ~~Meeting. A proxy may be revoked at any time before it is used, upon delivery of written notice to the Secretary of the Company prior~~Meeting, including information regarding directions to the Annual Meeting, ~~by execution and delivery of a later proxy, or by attending the Annual Meeting and voting in person. However, your attendance~~please contact our Investor Relations department at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your proxy be revoked by delivering written notice to the Secretary of the Company prior to the Annual Meeting. If not revoked, all properly executed proxies received will be voted at the meeting in accordance with the terms of the proxy.

~~The Company knows of no matter to be brought before the Annual Meeting other than those referred to in the accompanying notice of the Annual Meeting.~~

~~This proxy material is first being mailed to Shareholders on or about March 14, 2014.~~

Only Shareholders of record as of the close of business on March 10, 2014 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 36,939,552 shares of the Company’s common stock, $0.01 par value per share, (“Common Stock”) outstanding. As used in this proxy statement, the term “Shareholder” means a holder of Common Stock, unless the context requires otherwise.

At the meeting each Shareholder will be entitled to one vote, in person or by proxy, for each share of Common Stock owned of record as of the close of business on the Record Date. To vote by proxy, Shareholders must complete and return the enclosed proxy card, or Shareholders can vote by calling the toll-free telephone number or using the Internet as further described on the enclosed proxy card. Votes will be tabulated by inspectors of election appointed by the Board. The stock transfer books of the Company will not be closed.

The enclosed form of proxy provides a method for Shareholders to withhold authority to vote for any one or more of the nominees for the Board while still granting authority to the proxy to vote for the remaining nominees. The names of all nominees are listed on the proxy card. To grant the proxy authority to vote for all nominees, Shareholders should check the box marked “FOR ALL.” To withhold authority to vote for all nominees, Shareholders should check the box marked “WITHHOLD ALL.” To withhold authority to vote for individual nominee(s), Shareholders should mark the “FOR ALL EXCEPT” box and follow the instructions in the form of proxy on how to indicate the name(s) of such nominee(s).501-978-2265.

By checking the box marked “WITHHOLD ALL,” shares will not be counted as votes cast and will have no effect on the outcome of the election of directors, but will be counted as present at the meeting for the purpose of calculating whether a quorum exists. Provided a quorum is present, the affirmative vote of a plurality of the votes cast by the shares entitled to vote in the election of directors at the Annual Meeting is required for election of each nominee to the Board. Shareholders may not cumulate their votes with respect to the election of directors.~~IF YOU ARE THE SHAREHOLDER OF RECORD AND NO VOTING INSTRUCTIONS ARE INDICATED ON THE PROXY CARD, YOUR SHARES OF COMMON STOCK WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES.~~

Additionally, the enclosed form of proxy provides a method for Shareholders to vote “FOR” or “AGAINST,” or to “ABSTAIN” from voting for, the amendment to the Company’s Bylaws, the amendment to the Amended and Restated Articles of Incorporation, the amendment and restatement of the 2009 Restricted Stock Plan, the ratification of the Company’s independent auditors and the approval of the Company’s executive compensation. Provided a quorum is present, approval of these proposals requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting and entitled to vote on the proposals. A properly executed proxy marked “ABSTAIN” with respect to any of these matters will not be voted, although it will be counted for purposes of determining whether a quorum is present at the Annual Meeting. As with the election of directors, an abstention will have no effect on the outcome of the vote on these matters because for voting purposes they are not considered votes cast.

Brokers who hold shares in street name for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific instructions from such customers. This is commonly referred to as a “broker non-vote.” The election of directors, the vote on amendment of the Company’s Bylaws, the vote on the amendment of the Company’s Amended and Restated Articles of Incorporation, the vote on the amendment and restatement of the 2009 Restricted Stock Plan, and the Shareholder advisory vote on executive compensation are considered non-routine matters under New York Stock Exchange Rule 452 (which governs all brokers, including those holding NASDAQ-listed securities) and, therefore, a broker or other nominee may not vote on these matters without instructions from the beneficial owner. Consequently, there may be broker non-votes with respect to these proposals. Broker non-votes, however, will be treated in the same manner as abstentions for voting and quorum purposes and will have no effect on the outcome of these proposals.IF YOU ARE A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME AND DO NOT PROVIDE YOUR BROKER WITH SPECIFIC VOTING INSTRUCTIONS, YOUR BROKER CANNOT VOTE YOUR SHARES IN THE ELECTION OF DIRECTORS, OR WITH RESPECT TO THE AMENDMENT OF THE COMPANY’S BYLAWS, THE AMENDMENT OF THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION, THE AMENDMENT AND RESTATEMENT OF THE 2009 RESTRICTED STOCK PLAN OR THE SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.

The Company’s Board is comprised of one class of directors, elected annually. Each director serves a term of one year or until his or her successor is duly elected orand qualified. The number of directors is currently set at ~~15.~~16. In accordance with the Company’s Bylaws, the Board has the power to fix or change the number of directors up to a maximum Board size of 1520 and to fill vacancies on the Board (including vacancies resulting from an increase in Board size) by resolution and without any further action of the ~~Shareholders.~~shareholders.

The slate of nominees has been recommended to the Board by its Nominating and Governance Committee and approved by the Board. Each nominee has consented to being named in this proxy statement and to serve if elected. Except for ~~Catherine B. Freedberg~~Ross Whipple, Tyler Vance and ~~Greg McKinney,~~William Koefoed, each nominee was elected at the ~~2013~~2014 Annual ~~Meeting and presently serves as a member of the Board. Dr. Freedberg~~Meeting. Mr. Whipple was elected to the Board on ~~August 5, 2013~~May 19, 2014 by the members of the Board following the Company’s acquisition of ~~the First National Bank of Shelby,~~Summit Bancorp, Inc., and ~~she~~he was recommended to the Nominating and Governance Committee by officers of the Company or its bank subsidiary, Bank of the Ozarks (the “Bank”), based on ~~her business interests~~his extensive experience in banking and ~~community contacts.~~finance. Mr. Koefoed was identified as a potential director by a member of the Nominating and Governance Committee based on his management, financial and investor relations experience. Except for Messrs. Vance and Koefoed, each nominee presently serves as a member of the Board. Each of Ms. Arehart (director since 2002) and Mr. McKinney ~~Chief Financial Officer~~(director since 2014) are not standing for re-election at the Annual Meeting.

The Nominating and ~~Chief Accounting Officer~~Governance Committee has discussed and believes both Messrs. McKinney and Vance would provide significant value to the Company as members of its board of directors. However, because both individuals are members of the Company’s executive management team, the Nominating and Governance Committee, while having no official policy on this matter and in determining the appropriate number of members of the executive management team that should serve on the Board, has decided to make Mr. McKinney’s director position a board position that rotates annually between Messrs. McKinney and Vance, subject to the committee’s annual assessment of the Board’s overall needs and composition. Accordingly, Mr. Vance is being nominated as a director for this board seat for the 2015 Annual Meeting in place of Mr. McKinney. The Nominating and Governance Committee believes that establishing this rotating board position will provide the board with additional information and insight into the operations of the Company ~~does not presently serve~~and will enhance communication among the Board and the executive management team.

The vote of a plurality of all of the votes cast at the Annual Meeting is necessary for the election of a director. A “plurality” means the individuals who receive the greatest number of votes cast “FOR” are elected as directors. However, under our Bylaws, as amended and restated on November 18, 2014, any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election must tender to the Board his or her resignation as a director, which will become effective upon acceptance by the Board. Within 90 days following the certification of the election results, the Board must publicly disclose its decision to either accept or reject the tendered resignation and, if rejected, its reasons for doing so.

The Board unanimously recommends that ~~Shareholders~~shareholders vote “FOR” the election of each nominee. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless ~~Shareholders~~shareholders specify a contrary choice in their proxies. If a nominee should for any reason become unavailable for election, proxies may be voted with discretionary authority by the proxy holder for a substitute designated by the Board.

The following paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that such nominee should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated leadership, business or professional acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

George Gleason, age ~~60,~~61, our Chairman and Chief Executive Officer. Mr. Gleason has served the Company or the Bank as Chairman, Chief Executive Officer and/or President since 1979. He holds a B.A. in Business and Economics from Hendrix College and a J.D. from the University of Arkansas. The Company believes Mr. Gleason’s qualifications to serve on the Board include his extensive experience in banking, strategic planning and his leadership skills as demonstrated by his 3536 years of service to the Company.

Dan Thomas, age ~~51,~~52, our Vice Chairman and Chief Lending Officer, and President of the Bank’s Real Estate Specialties Group (“RESG”). Mr. Thomas joined the Company in 2003 and served as Executive Vice President from 2003 to 2005. He has served as President of the RESG since 2005, was appointed as the Chief Lending Officer in August 2012 and was elected to the Board and as Vice Chairman in April 2013. Prior to joining the Company, Mr. Thomas held various positions with privately-held commercial real estate management and development firms, with an international accounting and consulting firm, and with an international law firm, in which he focused primarily on real estate services, management, investing, and strategic structuring. Mr. Thomas is a C.P.A. and is a licensed attorney in Arkansas and Texas. He holds a B.S.B.A. from the University of Arkansas, an M.B.A. from the University of North Texas, a J.D. from the University of Arkansas at Little Rock School of Law, and an LL.M. (Taxation) from Southern Methodist University School of Law. The Company believes that Mr. Thomas’ business, finance, and law experience, including his focus on real estate investment and structuring, qualifies him to serve on the Board.

~~Greg McKinney,~~Tyler Vance, age ~~45, Director Nominee for 2014,~~40, our Chief ~~Financial~~Operating Officer and Chief ~~Accounting Officer.~~Banking Officer, has been nominated for election to the Board at this Annual Meeting. Prior to assuming the Chief Operating Officer title in 2013, Mr. ~~McKinney~~Vance served as Chief Banking Officer since 2011. Mr. Vance joined the Company in ~~2003~~2006 and served as Senior Vice President from 2006 to 2009 and Executive Vice President ~~and Controller prior~~of Retail Banking from 2009 to ~~assuming the role of Chief Financial Officer and Chief Accounting Officer in December 2010.~~2011. From 2001 to ~~2003~~2006 Mr. ~~McKinney~~Vance served as ~~a member of the financial leadership team~~CFO of a ~~publicly-traded software development and data management company.~~competitor bank. From ~~1991~~1996 to 2000, heMr. Vance held various positions with a big-four public accounting ~~firm, leaving as a senior audit manager.~~firm. Mr. ~~McKinney~~Vance is a C.P.A. and holds a ~~B.S.~~B.A. in Accounting from ~~Louisiana Tech~~Ouachita Baptist University. The Company believes that Mr. ~~McKinney’s experience in public accounting, corporate finance, and banking qualifies him~~Vance’s qualifications to serve on the ~~Board.~~

Jean Arehart, age 73, Director since 2002. Ms. Arehart is a retired Senior Lending Officer and retired Chairman of the Loan Committee of the Bank. Ms. Arehart joined the Bank in 1996 and served in several capacities, including Executive Vice President, President of the Mortgage Division, Senior Lending Officer and Chairman of the Loan Committee until her retirement in January 2005. Prior to 1996 Ms. Arehart served as Senior Vice President and a member of the Executive Committee of Twin City Bank (now U.S. Bank, formerly Firstar Bank of Arkansas, formerly Mercantile Bank of Arkansas), where she worked from 1979 to 1996. The Company believes that Ms. Arehart’sBoard include his extensive experience in banking, strategic planning and ~~management, including her knowledge of loan underwriting, the mortgage business~~risk management. The Board believes that, in his capacity as Chief Banking Officer and ~~her service as~~Chief Operating Officer, Mr. Vance will provide an ~~executive for another bank, qualifies her~~important and unique perspective to ~~serve on~~ the Board.

Nicholas Brown, age ~~55,~~56, Director since 2012. Mr. Brown is currently the President and CEO of Southwest Power Pool (“SPP”) in Little Rock, Arkansas. SPP is one of nine Regional Transmission Organizations, mandated by the Federal Energy Regulatory Commission to ensure reliable supplies of power, adequate transmission infrastructure and competitive wholesale prices of electricity. He has served SPP in multiple capacities since 1985, including that of a Senior Engineer, Director of Engineering and Operations, Vice President, Senior Vice President and Corporate Secretary. Mr. Brown holds a B.S. in Electrical Engineering from Louisiana Tech University and a B.S. in Physics and Math from Ouachita Baptist University. He is active in numerous civic groups, including the Little Rock Regional Chamber of Commerce, as a member of Fifty for the Future and as a member of the board of directors of the Arkansas Symphony Orchestra. The Company believes that Mr. Brown’s qualifications to serve on the Board include his experience in corporate management, leadership and strategic implementation.

Richard Cisne, age ~~63,~~64, Director since 2004. Since 1987 Mr. Cisne has been a founding partner of Hudson, Cisne & Co., an Arkansas C.P.A. firm. He holds a B.S.B.A. from the University of Arkansas and is a C.P.A. The Company believes that Mr. Cisne’s experience as a local business owner, his background in public accounting and his understanding of corporate finance qualify him to serve on the Board.

Robert East, age ~~66,~~67, Director since 1997. Mr. East is Chairman and Chief Executive Officer of Robert East Company, Inc., an investment company, Chairman of East-Harding, Inc., a general contracting firm, and Managing ~~Partner~~Member in Advanced Cabling Systems LLC, a provider of fiber optic cable installations and security systems. He is also a partner or owner of numerous real estate projects and other investments. Mr. East holds a B.A. in Finance and Administration from the University of Arkansas. The Company believes that Mr. East’s knowledge of investments, finance and real estate as well as his leadership and management acumen qualify him to serve on the Board.

Catherine B. Freedberg, age ~~71,~~72, Director since 2013. Dr. Freedberg was formerly a director of The First National Bank of Shelby, North Carolina, following in the footsteps of her father, grandfather and great-grandfather. Dr. Freedberg holds an undergraduate degree from Smith College and a Master’s degree and Ph.D. from Harvard University, where she has served as Lecturer in the Department of Art and Architecture. She is a ~~Trustee of the Smith College Museum of Art in Northampton, Massachusetts and is a~~ Fogg Fellow at the Harvard Art Museums, and she serves on the Smithsonian Institution Women’s Committee. The Company believes that Dr. Freedberg’s qualifications to serve on the Board include her community banking heritage, as well as her intellect, leadership and unwavering principles of integrity.

Linda Gleason, age ~~59,~~60, Director since 1987. From 1992 to 1996 Ms. Gleason served as the Company’s Deputy Chief Executive Officer and Assistant Secretary. She attended Arkansas State University and the University of Arkansas at Little Rock. The Company believes that Ms. Gleason’s experience in banking, organizational planning, internal operations and her 2728 years of service as a director of the Company qualify her to serve on the Board.

Peter Kenny, age ~~55,~~56, Director since 2013. Mr. Kenny is an independent market strategist/consultant currently ~~the~~serving as Chief ~~Executive Officer~~Market Strategist for Clearpool Group, a company based in New York City that offers agency only execution services to institutional clients. Prior to his association with Clearpool Group in 2013, he was the Managing Director and Chief Market Strategist at Knight Capital Group. He has more than 30 years of experience in the equity trading industry and prior to joining Knight in December 2006, he was a member of the New York Stock Exchange for two decades. Mr. Kenny joined Knight from Jefferies Execution Services where he served for three years as a Managing Director overseeing direct executions. Prior to that tenure, in 2001, Mr. Kenny founded and was Chief Executive Officer of Kenny and Co., a division of Van Der Moolen N.A., a Dutch market maker. Mr. Kenny’s career also includes six years as NYSE Senior Floor Official while serving on six internal committees, including as an AFB Board Member. Mr. Kenny appears regularly as an equity market commentator in various broadcasting venues and publications, such as CNN, CNBC, Fox Business, Reuters, BBC and Bloomberg TV, radio and print. “Kenny’s Commentary” – his daily morning note – is read and used by most major media outlets in the Americas and the EU. Mr. Kenny iswas a member of the board of directors of Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY). from October 2013 to September 2014. Mr. Kenny has degrees in Economics and Political Science from Warren Wilson College in North Carolina. The Company believes that Mr. Kenny’s extensive career in the equity trading ~~industry~~and financial services industries qualifies him to serve on the Board.

William A. Koefoed, Jr., age 50, has been nominated for election to the Board at this Annual Meeting. Since 2013, Mr. Koefoed has served as the Chief Financial Officer for Puppet Labs, Inc., an IT automation software development company. Prior to joining Puppet Labs, Mr. Koefoed served in a variety of roles at Microsoft Corporation beginning in 2005, including as CFO of its Skype division, General Manager of Investors Relations and General Manager of IT Finance & Strategy. Prior to joining Microsoft, Mr. Koefoed held leadership roles at Hewlett-Packard Company, PwC Consulting and Arthur Andersen. Mr. Koefoed currently serves on the board of Bellevue Boys & Girls Club and Crystal Mountain Alpine Club. Mr. Koefoed received his Bachelors of Science and MBA degrees from the University of California, Berkeley. The Board expects that Mr. Koefoed would bring valuable management, financial and investor relations experience to the Board. In addition, the Company believes that Mr. Koefoed’s background and experience in the information systems and technology industry will provide significant value to the Board as the financial services market, including banking services, continues to undergo rapid changes with respect to new technology-driven products and services.

Henry Mariani, age ~~75,~~76, Director since 1997. Since 2004, Mr. Mariani has been the Chairman and Chief Executive Officer of Alluratec, Inc., a skin care company. Since 2008, Mr. Mariani has served as the Chairman of N.L.C. Products, Inc., a manufacturing, wholesale and retail mail order operation with four catalogs featuring executive gifts, Irish gifts, female gifts and hunting equipment and supplies. Prior to 2008 Mr. Mariani served as Chairman and Chief Executive Officer of N.L.C. Products, Inc. He holds a B.S. in Finance from Penn State University and is a C.P.A. The Company believes that Mr. Mariani’s qualifications to serve on the Board include his executive experience in sales, marketing, corporate operations and manufacturing as well as his background in finance and accounting.

Robert Proost, age ~~76,~~77, Director since 2011. Mr. Proost is retired and from 1988 through 2001 served as Corporate Vice President, Chief Financial Officer and Director of Administration for A. G. Edwards, Inc., where he also served as a director and member of the executive committee. Prior to that Mr. Proost practiced law, specializing in corporate, securities and banking law with a St. Louis, Missouri law firm from 1965 through 1988. Mr. Proost also served on the board of directors of Baldor Electric Company, a publicly held marketer, designer and manufacturer of electric motors, drives and generators based in Fort Smith, Arkansas, from 1988 until it was acquired by a third party in 2011. Mr. Proost holds a B.A. in Political Science from St. Louis University and a J.D. from Washington University Law School. The Company believes Mr. Proost’s qualifications to serve on the board include his extensive knowledge and experience in corporate securities and banking law as well as his varied and extensive background in business and finance.

R. L. Qualls, age ~~80,~~81, Director since 1997. Dr. Qualls is retired President and Chief Executive Officer of Baldor Electric Company, a marketer, designer and manufacturer of electric motors, drives and generators based in Fort Smith, Arkansas. Dr. Qualls served on the board of directors of Baldor, a publicly held company, from 1987 until it was acquired by a third party in 2011. From 1993 to 1998 he served as Chief Executive Officer and President of Baldor and was Vice Chairman from 1998 to 2000. Effective February 1, 2011 Dr. Qualls was appointed co-chairman of Taylor Companies, an international merger and acquisition company headquartered in Washington, D.C. and he has been a director of Taylor Companies since 2008. Dr. Qualls holds B.S. and M.S. degrees in Economics from Mississippi State University and completed his doctoral work in Economics at Louisiana State University. The Company believes that Dr. Qualls’ executive experience in leading a large manufacturer with complex operational and financial requirements as well as his prior service on another publicly traded company’s board, offers the Company unique experience and insights which qualify him to serve on the Board.

John Reynolds, age ~~49,~~50, Director since 2012. Dr. Reynolds is currently the Pathologist and Laboratory Director for Memorial Hospital in Bainbridge, Georgia, a position he has held since 1995. He served as Chief of Staff of that hospital from 2002 through 2004. Dr. Reynolds is a Fellow in the College of American Pathologists and is Board Certified in Anatomic and Clinical Pathology. He holds a B.S. from Emory University and an M.D. from Emory University School of Medicine. Dr. Reynolds has extensive holdings in timber and agricultural land. He also previously served for 14 years as a board member or advisory board member of a bank in Bainbridge, Georgia. The Company believes that Dr. Reynolds’ involvement and leadership in the Georgia medical community, his experience with land, timber and agricultural businesses, and his prior service as a board member orand advisory board member of a banking institution qualify him to serve on the Board.

Sherece West-Scantlebury, age ~~48,~~49, Director since 2012. Dr. West-Scantlebury is President and Chief Executive Officer of the Winthrop Rockefeller Foundation, a private, independent foundation whose mission is to improve the lives of all Arkansans in three interrelated areas: economic development; education; and economic, racial, and social justice. Involved in philanthropy for close to 20 years, she served as CEO of the Foundation for Louisiana and as a program associate at the Annie E. Casey Foundation. Her professional career includes experience in community development, public policy and advocacy, and public service. Dr. West-Scantlebury holds a B.A. from Bowie State University, an M.A. in Public Policy from the University of Michigan Gerald R. Ford School of Public Policy and a Ph.D. in Public Policy from the University of Maryland Baltimore County. Dr. West-Scantlebury is active in a number of nonprofits and philanthropic organizations. The Company believes Dr. West-Scantlebury’s qualifications to serve on the Board include her experience as the CEO of multiple nonprofit organizations, her extensive academic background in public policy and social issues, and her dedication to community involvement.

Ross Whipple, age 63, Director since 2014. Mr. Whipple currently serves as the President of Horizon Timber Services, Inc., a timber management company, a post he has held since 2004. He served as Chairman and Chief Executive Officer of Summit Bancorp, Inc. and Summit Bank between January 2000 and May 2014. Mr. Whipple also serves as Chairman of the Ross Foundation, a charitable trust that manages over 63,000 acres of timber land for conservation and charitable purposes, and as managing general partner of Horizon Capital Partners, LLLP, a family limited partnership that manages 62,000 acres of timber land. Mr. Whipple has over 35 years of banking experience, much of which was acquired as an executive officer and director of various banking institutions. The Company believes that Mr. Whipple’s substantial corporate experience in banking, timber management and charitable organizations provides a broad base of relevant financial and operations experience that is valuable to the Company’s Board.

Linda Gleason is the wife of George Gleason. Except for the foregoing, no family relationships exist among any of the above named directors, director nominees or executive officers of the Company or the Bank. Unless otherwise indicated, each of the above named persons serves in the same position with the Company and the Bank.

~~The Board has adopted a number~~We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of ~~measures designed~~value to ~~comply with~~our shareholders and will positively aid in the ~~requirements~~governance of the ~~Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)~~Company. We also reach out to shareholders from time to time to ensure that management and ~~final rules~~the Board understand and consider the issues that matter most to our shareholders. In connection with our investor outreach and annual corporate governance review, we have recently made several changes to our corporate governance policies and procedures, including:

Also see “Compensation Discussion and Analysis—Investor Outreach and the 2014 Say-on-Pay Vote” for a discussion of the ~~Securities~~Company’s response to investor feedback on our 2014 say-on-pay vote and ~~Exchange Commission (“SEC” or “Commission”) interpreting~~executive compensation program.

Other Governance Policies and ~~implementing the Sarbanes-Oxley Act, as well as NASDAQ listing standards. Specifically~~Practices

Each year the Board ~~has (1) established an independent Nominating~~reviews the Company’s governance documents and ~~Governance Committee, (2) adopted a Nominating and Governance Committee Charter (revised March 21, 2006), (3) adopted a set of~~modifies them as appropriate. These documents include the Company’s Corporate Governance Principles, ~~(revised February 18, 2013), (4) adopted a~~the charters for each Board committee, our Code of Ethics ~~that applies to all directors, officers~~ and employees (revised January 29, 2014), (5) established an independent Audit Committee, (6) adopted an Audit Committee Charter (revised February 17, 2012), (7) adopted specific procedures requiring pre-approval by the Audit Committee of audit, audit-relatedother key policies and non-audit services to be provided by the Company’s independent auditors, (8) established an independent Personnel and Compensation Committee and (9) adopted a Personnel and Compensation Committee Charter outlining the duties of the Personnel and Compensation Committee (revised February 24, 2014).practices. Copies of the currently effective ~~Audit Committee Charter, Personnel and Compensation Committee Charter, Nominating and Governance Committee Charter,~~charters for each Board committee, the Code of Ethics, ~~and~~our Corporate Governance Principles and other corporate governance policies are available on the Company’s website atwww.bankozarks.com under the Investor Relations section.

In February 2015, our Board of Directors approved and adopted new Stock Ownership Guidelines. Under these guidelines, each non-employee director, the Chief Executive Officer and each other executive officer with the title below must beneficially own shares of our common stock as follows for as long as such individual is subject to the guidelines:

5Each director or executive officer having one of the titles above is expected to come into compliance with these stock ownership guidelines within five years of (i) being elected (for directors) or promoted to an applicable position (for executive officers) or (ii) the date the guidelines were adopted, whichever is later. Each individual covered by the guidelines must retain at least 75% of the number of net shares of common stock acquired on vesting of restricted stock or on exercise of stock options until he or she achieves the appropriate minimum ownership level. Executives and directors must maintain free and clear ownership of all shares required to meet the applicable guidelines. Shares above the applicable threshold amount may be pledged. The Personnel and Compensation Committee administers the Stock Ownership Guidelines and may, in its discretion, consider exceptions if the guidelines place a severe financial hardship on an individual or for charitable gifts, estate planning transactions and certain other limited circumstances.

The Company is dedicated to growing its business and enhancing shareholder value in all that we do in an ethical way and being mindful of the need to avoid taking actions that pose undue risk or have the appearance of posing undue risk to the institution. Our goal is to grow shareholder value in both the short term and in the longer term, and we expect our directors, officers and employees to have the same goals as the Company that are reflected in their trading activities in the Company’s securities. The Company considers it inappropriate for any director, officer or employee to enter into speculative transactions in the Company’s securities.

Our Board has adopted, as part of our insider trading policy, prohibitions against our directors, officers and employees engaging in hedging activities involving the Company’s securities, including short sales of our securities and transactions in puts, calls, options or other derivative securities based on the Company’s securities.

In accordance with our Corporate Governance Principles, the Chief Executive Officer and the Nominating and Governance Committee review succession planning with the Board on an annual basis, which includes an annual review of the strength and depth of executive talent and consideration of ongoing executive development. The Board of Directors has in place a written management succession planning policy in order to minimize the risk of adverse impact from an unplanned CEO or other senior management vacancy and to help ensure the continuity of senior management.

The Board of Directors conducts annual self-evaluations and questionnaires to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. The Nominating and Governance Committee oversees this annual review process and, through its Chairman, discusses the input with the full Board. In addition, each Board committee reviews annually the qualifications and effectiveness of that committee and its members.

The Company, the Board and each of the Board committees will continue to monitor corporate governance developments and will continue to evaluate committee charters, duties and responsibilities with the intention of maintaining full compliance with all applicable corporate governance requirements.

The Board ~~has determined~~believes that the ~~following nominees, who comprise~~purpose of corporate governance is to ensure that it maximizes shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and senior management believe promote this purpose, are sound and represent best practices. Pursuant to our Corporate Governance Principles, a majority of ~~the proposed nominees~~our Board must consist of independent directors pursuant to the applicable independence standards set forth under the NASDAQ listing standards. The Board has affirmatively determined that twelve out of sixteen of our current directors qualify as “independent” under the NASDAQ listing standards for independence. The ~~NASDAQ Stock Market Inc. (“NASDAQ”) listing standards: Jean Arehart,~~twelve current independent directors are: Nicholas Brown, Richard Cisne, Robert East, Catherine B. Freedberg, Peter Kenny, Henry Mariani, Robert Proost, R.L. Qualls, John Reynolds, Sherece West-Scantlebury, Ross Whipple and ~~Sherece West-Scantlebury.~~Jean Arehart (term expiring at the Annual Meeting). In addition, the Board determined that William Koefoed, a director nominee, qualifies as “independent” under the NASDAQ listing standards for independence.

We also maintain a Nominating and Governance Committee, Audit Committee and Personnel and Compensation Committee, and the Board has determined that each director serving on these committees is independent based on the NASDAQ corporate governance listing standards and any applicable SEC rules and regulations.

During ~~2013~~2014 the Board met on ~~nine~~eleven occasions. In ~~2013~~2014 each director attended at least 75% ~~or more~~ of the total of all meetings of the Board and committees of the Board on which he or she served during the period in which he or she served. Under the Company’s Corporate Governance Principles, each director is expected to attend Board and committee meetings, as applicable, and spend sufficient time to properly discharge his or her responsibilities.

It is the Company’s policy that all directors attend the annual meeting of ~~Shareholders.~~shareholders. All Board members who were nominated and elected at the Company’s ~~2013~~2014 Annual Meeting of Shareholders were in attendance at such meeting.

In accordance with the Company’s Corporate Governance Principles, the Company’s Board has established the committees described below. A complete description of the duties and responsibilities of each committee can be found in ~~its written charter, set forth~~their respective committee charters, which are available on the Company’s ~~website.~~website at www.bankozarks.com under the Investor Relations section. The following table provides information on the Board’s current committee memberships. Except as otherwise noted below, it is anticipated that all directors listed below will continue to serve on their respective committees for the remainder of 2015 and until the next annual meeting of shareholders. If elected to the Board at this Annual Meeting, Mr. Koefoed is expected to serve on the Audit Committee and the Information Systems (“IS”) Steering Committee. Tyler Vance, a director nominee and our Chief Operating Officer and Chief Banking Officer, currently serves on the Trust Committee, CRA and Fair Lending Committee, the IS Steering Committee and the ALCO and Investments Committee.

Executive Committee. The Executive Committee met ~~two~~three times in ~~2013.~~2014. The Executive Committee is comprised of the Chairman of the Board (as Committee Chair) and the respective chairs of the Audit Committee, Personnel and Compensation Committee, ~~and~~ Nominating and Governance ~~Committee.~~Committee and the presiding independent director. The Executive Committee was appointed to exercise the powers and authority of the Board of Directors, with certain limitations fully set out in its charter, during the intervals between meetings of the Board, when, based on the business needs of the Company, it is desirable for Board-level actions to be considered but the convening of a special Board meeting is not warranted as determined by the Chairman of the Board. It is the general intention that all substantive matters in the ordinary course of business be brought before the full Board for action, but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings which, in the opinion of the Chairman of the Board, should not be postponed until the next regularly scheduled meeting of the Board.

Nominating and Governance Committee. The Nominating and Governance Committee met ~~three~~four times in ~~2013.~~2014. The Nominating and Governance Committee is appointed by the Board to (1) assist the Board by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of ~~Shareholders,~~shareholders, or in connection with any vacancy, (2) review and ~~recommend to~~reassess the ~~Board~~adequacy of the Company’s Corporate Governance Principles, ~~applicable to the Company,~~ (3) review the Company’s management succession plans and make recommendations to the Board regarding such succession plans, (4) lead the Board in its annual review of the Board’s performance, including individual director assessments, (5) assist the Board in determining the independent

status of directors under the director independence rules of NASDAQ, ~~and~~ related SEC rules and the Company’s governance documents, and (6) review and approve certain transactions between the Company and its officers, directors or affiliates. The Board, with the assistance of the Nominating and Governance Committee, has determined that each member of the committee is “independent” under the NASDAQ listing standards.

Audit Committee. The Audit Committee met four times in ~~2013.~~2014. The Audit Committee’s primary function, which is further described in the Audit Committee Charter, is to assist the Board in fulfilling its oversight responsibilities relating to the Company’s auditing, accounting and financial reporting processes. The Audit Committee is directly responsible for the engagement, compensation, retention and oversight of the Company’s independent auditors and the review and oversight of the Company’s internal controls. The Audit Committee also receives and reviews periodic reports and presentations of the loan review and compliance officers and the internal auditors, provides general oversight and direction for their work, and coordinates corrective action as appropriate. The Board, with the assistance of the Nominating and Governance Committee, has determined that each member of the Audit Committee qualifies as an “independent” director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to audit committees, and that each satisfies all other applicable standards for service on the Audit Committee. In addition, the Board, with the assistance of the Nominating and Governance Committee, has determined that Henry Mariani, Richard Cisne, Robert East and Robert Proost each qualifies as an “audit committee financial expert” within the meaning of the regulations of the SEC.

Personnel and Compensation Committee. The Personnel and Compensation Committee (the “Compensation Committee”) met ~~four~~six times in ~~2013.~~2014. The Compensation Committee (1) reviews, evaluates and approves all compensation plans, policies and programs of the Company; (2) reviews and approves compensation for the Company’s directors; (3) considers, ~~approves~~reviews and ~~reviews~~approves all salaries, incentive plans and bonuses for all officers and employees; (4) reviews additions and separations of personnel; (5) oversees administration of the employee benefit plans and programs, including the Company’s equity compensation plans; and (6) oversees staff training and educational programs. The Compensation Committee also reviews and discusses with management the Company’s Compensation Discussion and Analysis below. The Board has determined that each member of the Compensation Committee is “independent” under NASDAQ listing standards and satisfies all other applicable standards related to compensation committees. The responsibilities of the Compensation Committee and its activities during 2014 are more fully described in this proxy statement under the heading, “Compensation Discussion and Analysis” below.

To facilitate the fulfillment of its duties, the Compensation Committee has sole authority to retain outside advisors, including compensation consultants, to assist the Compensation Committee with executive compensation matters. ~~Additionally, the~~The Compensation Committee has sole authority to approve the fees and retention terms of any such advisors or consultants. The Compensation Committee engaged Blanchard Consulting Group (“Blanchard”) as its independent compensation consultant to assist in determining the composition of the Company’s peer group for executive compensation purposes and the review of the Company’s executive compensation program and director compensation program for 2014. Blanchard also provided advice and information on other executive compensation matters, including executive pay components, prevailing market practices, and relevant legal and regulatory requirements. For more information regarding ~~compensation consultants engaged by the Compensation Committee~~Blanchard’s engagement, see ~~“Compensation~~“Compensation Discussion and Analysis ~~– Setting~~–– Key Executive Compensation Policies and Practices––Role of ~~Consultants”~~Independent Compensation Consultant” below. The Board has determined that each member of the Compensation Committee is “independent” under NASDAQ listing standards and satisfies all other applicable standards related to compensation committees.

Trust Committee. The Trust Committee met four times in ~~2013.~~2014. The Trust Committee oversees the operation of the Trust and Wealth Management Division and the administration of its trust ~~accounts are overseen~~accounts. The committee is comprised of a minimum of three directors and certain officers of the Company or Bank as determined by the ~~Trust Committee.~~Board. Tyler Vance, a director nominee and our Chief Operating Officer and Chief Banking Officer, serves as Chairman of the ~~Company and the Bank serves as its chairman.~~Trust Committee.

Directors’ Loan Committee. The Directors’ Loan Committee met 5552 times in ~~2013.~~2014. This committee has responsibility for reviewing and approving all loans and aggregate loan relationships in excess of $5$10 million, up to the lending limit of the Bank, and for administering other aspects of the lending function. The committee is comprised of a minimum of five directors, and such additional members as determined and selected from time to time by the ~~Chief Executive Officer, and~~Board. In the absence of one or more of such directors, the committee chairman may select other ~~members as~~directors to serve, or in the chairman’s absence, the CEO may ~~be appointed by the Board.~~select such additional members. To ensure a full understanding by the Board of the Company’s credit processes and culture, each Board member who is not a standing member of the loan committee is invited to serve, on a rotating basis, as an additional member of the Directors’ Loan Committee for a calendar quarter. ~~In addition to the Board members,~~ Darrel Russell, our Chief Credit Officer, ~~and~~serves as Chairman of the Directors’ Loan ~~Committee, Scott Hastings, President of the Leasing Division and Matt Reddin, Director of Community Bank Lending/Chairman of the Officers’ Loan Committee serve on the committee.~~Committee.

ALCO and Investments Committee. The ALCO and Investments Committee met four times in ~~2013. Management~~2014. The ALCO and Investments Committee oversees management of the asset/liability (interest rate risk) position, liquidity, funds management and investment portfolio functions of the Company and Bank. The committee is ~~overseen~~comprised of a minimum of two directors and certain officers of the Company or Bank as determined by the ~~ALCO and Investments Committee.~~Board. Greg McKinney, our Chief Financial Officer and Chief Accounting Officer, serves as Chairman of the ALCO and Investments Committee. ~~In addition,~~

CRA & Fair Lending Committee. The CRA & Fair Lending Committee met four times in 2014. The committee is responsible for overseeing the ~~following~~operation of the community development activities and compliance with applicable fair lending regulations of the Bank. The committee is comprised of a minimum of two directors and certain officers of the Company ~~serve on~~or Bank as determined by the ~~ALCO and Investments Committee: Kristen Bextermueller,~~Board. Greg ~~Dalton, Tim Hicks, Luke King, Matt Reddin and Tyler Vance.~~

~~CRA Committee~~~~. The CRA Committee was established as a Board committee on August 23, 2013. Its purpose is to oversee the operation of the Community Development activities of the Company. Greg~~ McKinney, our Chief Financial Officer and Chief Accounting Officer, serves as Chairman of the CRA ~~Committee. In addition, the following officers of the Company serve on the CRA Committee: Duane Bickings, Gene Holman, Luke King, Ross Mallioux, Matt Reddin, Karen Ruckle, Chris Stringer, Tyler Vance~~ and ~~Rick Wisdom.~~Fair Lending Committee.

IS Steering Committee.The IS Steering Committee ~~was established as a Board~~met six times in 2014. The purpose of the committee ~~on August 23, 2013. Its purpose~~ is to discharge the Board’s responsibilities related to overseeing information systems (“IS”) activities. The committee provides general reviews for the Board regarding major IS projects and helps ensure proper business alignment, effective strategic planning and oversight of IS performance. ~~In addition to the Board members, the following~~The committee is comprised of a minimum of two directors and certain officers of the Company ~~serve on~~or Bank as determined by the Board. Chad Necessary, an Executive Vice President and the Director of IS Security and Solutions, serves as Chairman of the IS Steering ~~Committee: Chad Necessary, as Chairman, Susan Blair, Greg Dalton, Tonya Gossage, Jo Langston, Robert Lloyd, Sean O’Connell, Jeff Starke and Tyler Vance.~~

~~Committee Composition.~~ It is anticipated that all Board members and Company officers mentioned above will continue to serve on their respective committees for the remainder of 2014 and until the next annual meeting of shareholders.Committee.

Other Committees. The Board may establish additional committees in order to properly fulfill its duties and serve the needs of the Company. The Board may, from time to time, provide for different or additional members of any or all of its committees.

The Company’s Nominating and Governance Committee ~~recommends to~~is responsible for reviewing with the Board, ~~nominees for director. The Nominating~~from time to time, the requisite skills and ~~Governance Committee considers candidates recommended by its~~characteristics of new Board members ~~other current board members and management~~as well as the composition of the ~~Company. The Nominating and Governance Committee also has the authority to engage professional search firms to assist it in identifying director candidates.~~

~~Additionally,~~Board as a whole. Nominees for directorship are selected by the Nominating and Governance Committee will consider any and all Shareholder suggestions for names of nominees to the Board for the 2015 Annual Meeting of Shareholders, provided that such suggestions are made in writing and delivered to the Secretary of the Company at P. O. Box 8811, Little Rock, AR 72231 on or before November 14, 2014. A Shareholder wishing to recommend a prospective nominee for the Board should notify the Company’s Corporate Secretary in writing with any and all supporting material the Shareholder considers appropriate. The Nominating and Governance Committee strives to evaluate all prospective nominees to the Board in the same manner and in accordance with the ~~same procedures, without regard~~qualification standards discussed below and in the Company’s Corporate Governance Principles or established from time to ~~whether the prospective nominee is recommended~~time by ~~a Shareholder, the committee, another board member or members of management. However,~~ the Nominating and Governance ~~Committee may require additional steps in connection with~~Committee. The Company’s Corporate Governance Principles and the ~~evaluation of candidates submitted by Shareholders due~~“Process for Nominating Candidates to the ~~potential that~~Board of Directors” can be found on the ~~existing directors and members of management will not be as familiar with~~Company’s website at www.bankozarks.com under the ~~proposed candidate as compared to candidates recommended by existing directors or members of management.~~Investor Relations section.

In identifying and evaluating potential nominees for director, the Nominating and Governance Committee considers individuals from various disciplines and diverse backgrounds. Although the Company has no formal policy regarding diversity, the Board believes that diversity, including ~~diversity~~differences in ~~background, skills, experience, expertise, viewpoints, gender, race~~backgrounds, qualifications, and ~~culture,~~personal characteristics, is an important ~~component~~to the effectiveness of ~~a robust board~~the Board’s oversight of ~~directors.~~the Company. As a primary consideration, the Board seeks members with complementary individual backgrounds which maximize perspective and ensure a wealth of experience to enable the Board to make better informed decisions. ~~The Committee will evaluate~~Board candidates are considered based upon various criteria in the ~~qualifications and performance~~context of an assessment of the ~~incumbent directors~~perceived needs of the Board at that ~~desire~~point in time. The following are important, but not necessarily all, attributes that should be possessed by a director:

In approving candidates for election as director, ~~during~~ the ~~preceding term made by~~Nominating and Governance Committee will also assure that the ~~Committee;~~Board and ~~determine whether there exist any special, countervailing considerations against re-nomination~~its committees will satisfy all applicable requirements of the ~~director.~~ federal securities laws and the corporate governance requirements for NASDAQ-listed issuers.

The Nominating and Governance Committee regularly assesses the mix of skills and industries currently represented on the Board, whether any vacancies on the Board are expected due to retirement or otherwise, the skills represented by retiring directors, and additional skills highlighted during the Board self-assessment process that could improve the overall quality and ability of the Board to carry out its functions.

The Committee evaluates the qualifications and performance of any incumbent directors that desire to continue their service on the Board. In particular, as to each such incumbent director, the Committee will consider if the director continues to satisfy the minimum qualifications for director candidates adopted by the Committee; review the assessments of the performance of the director during the preceding term made by the Committee; and determine whether there exist any special, countervailing considerations against re-nomination of the director.

The Board does not believe it should establish term or age limits. While such limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term or age limits, the Nominating and Governance Committee reviews each director’s continuation on the Board every year. This review includes the Committee’s analysis regarding each director’s independence and whether any director has had a significant change in his or ~~a subcommittee may interview potential candidates to further assess their ability to serve as a director, as well as~~her business or professional circumstances during the ~~qualifications possessed by the candidates.~~past year.

Prior to completing its recommendation to the Board of nominees for election to the Board, the Nominating and Governance Committee requires each potential candidate to complete a director’s and executive officer’s questionnaire and a report on all transactions between the candidate and the Company, its directors, officers and related parties. The Nominating and Governance Committee reserves the right to seek such additional information on the nominee as the committee deems appropriate in connection with its evaluation. Once the Nominating and Governance Committee has obtained all requested information, it will then evaluate the prospective nominee to determine whether such person possesses the following important attributes and qualifications as established by the committee.

~~The Nominating and Governance Committee~~ will also consider such other relevant factors as it deems appropriate. After completing this evaluation, the committee will make a recommendation to the Board of the persons who should be nominated, and the Board will then determine the nominees after considering the recommendations of the committee.

On an ongoing basis, the Nominating and Governance Committee considers potential director candidates identified on its own initiative as well as candidates referred or recommended to it by other directors, members of management, shareholders and other resources (including individuals seeking to join the Board). Shareholders who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described below under “—Communicating with our Board of Directors.” All candidates are required to meet the criteria outlined above, as well as the director independence and other standards set forth in our Corporate Governance Principles and other governing documents, as applicable, as determined by the Nominating and Governance Committee in its sole discretion. Shareholder nominations must be made according to the procedures required under our Bylaws and described in this proxy statement under the heading “Shareholder Proposals for the 2016 Annual Meeting.” The~~“Process for~~ Nominating ~~Candidates~~and Governance Committee strives to evaluate all prospective nominees to the Board in the same manner and in accordance with the same procedures, without regard to whether the prospective nominee is recommended by a shareholder, the Nominating and Governance Committee, another board member or members of ~~Directors~~management. However, the Nominating and Governance Committee may require additional steps in connection with the evaluation of ~~Bank~~candidates submitted by shareholders due to the potential that the existing directors and members of management will not be as familiar with the ~~Ozarks, Inc.”can be found at~~proposed candidate as compared to candidates recommended by existing directors or members of management. The Nominating and Governance Committee will conduct the ~~Company’s website atwww.bankozarks.com~~.same analysis that it conducts with respect to its director nominees for any director nominations properly submitted by a shareholder and, as a result of that process, will decide whether to recommend a candidate for consideration by the full Board.

The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience and expertise from outside the Company and industry, while the Chief Executive Officer brings

Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with the role of the presiding independent director, ~~Dr. R. L. Qualls,~~ having the duties described below, is in the best interest of ~~Shareholders~~shareholders because it provides an appropriate balance between strategy development and independent oversight of management.

~~Dr. Qualls serves~~Effective January 1, 2015, the independent directors appointed Peter Kenny to serve as presiding independent director. He has the responsibility of presiding at all meetings of the Board’s independent directors, consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive Officer and advising him on the efficiency of the Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Company’s Corporate Governance Principles.

The Board has an active role, as a whole and at the committee level, in the Company’s risk oversight process. The Board receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. At the committee level, (i) the Audit Committee oversees management of accounting, financial, legal and regulatory risks; (ii) the

Compensation Committee oversees the management of risks relating to the Company’s executive compensation program as well as compensation matters involving all employees and the Company’s directors; and (iii) the Nominating and Governance Committee manages risks associated with the independence of the members of the Board and potential conflicts of interest. While each committee is directly responsible for evaluating certain enumerated risks and overseeing the management of such risks, the entire Board is generally responsible for and is regularly informed through committee reports about such risks and any corresponding remediation efforts designed to mitigate such risks. In addition, appropriate committees of the Board receive reports from senior management within the organization to enable the Board to understand risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the chairman of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role.

The Board’s discharge of its risk oversight role has not specifically affected the Board’s leadership structure discussed above. Rather, in establishing the current leadership structure of the Board, risk oversight was one factor among many considered. The Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight role, it may make any change it deems appropriate.

~~The Board has established a process for~~ Shareholders tomay communicate with the Board, ~~of Directors by contacting Dr. R.L. Qualls, the~~individual directors, our presiding independent director ~~of the Company’s regular meetings of independent directors. All communications should be to~~or any Board committee by sending correspondence to: Bank of the Ozarks, Inc., ~~Attn: Dr. R.L. Qualls, Presiding Independent Director,~~ P.O. Box 8811, Little Rock, AR ~~72231-8811.~~72231-8811; Attention: General Counsel Corporate Finance. All appropriate communications received will be forwarded to the Board, our presiding independent director, the chairman of the appropriate board committee or the individual director as addressed. Communications regarding nominations of candidates to the Board or shareholder proposals ~~to be included in the proxy solicitation~~ are subject to additional requirements that are discussed separately in this proxy ~~solicitation.~~statement. See ~~“Corporate Governance~~ “– Board Composition and Nominating ~~Process”~~Process” above and ~~“Shareholder Proposals.~~“Shareholder Proposals for the 2016 Annual Meeting” below.

BANK OF ~~AMENDMENT TO~~ THE ~~COMPANY’S BYLAWS TO INCREASE THE MAXIMUM AUTHORIZED NUMBER OF DIRECTORS~~OZARKS, INC. STOCK OPTION PLAN

Article III, Section 2 of the Company’s Bylaws currently provides that the authorized number of directors of the Company shall be not less than three (3) or more than fifteen (15). The Board is authorized to fix the exact number within this range by resolution, and the number is currently fixed at fifteen (15). On February 24, 2014, the Board approved a proposed amendment to the Bylaws to expand the permitted range to no fewer than three (3) and no more than twenty (20) individuals. Within the proposed new range, the Board would continue to have the authority to increase or decrease the number of directors. Pursuant to the Arkansas Business Corporation Act, only the Shareholders can change the range of the size of the Board.

~~The proposed amendment would amend the first sentence of Article III, Section 2 of the Bylaws to read as follows:~~

“The Board of Directors ~~of the corporation shall consist of not less than three (3) nor more than twenty (20) individuals, as the number is fixed from time to time by resolution of the Board of Directors.”~~

~~The Board believes the proposed increase is advisable in order to provide the Board with greater flexibility when evaluating potential candidates for the Board of Directors.~~

~~The Board unanimously recommends~~proposes that the Shareholders vote “FOR” the proposal to amend the Company’s Bylaws to increase the maximum authorized number of directors. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

~~BOARD PROPOSAL NO. 3: APPROVAL OF AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK~~

Under the Company’s current Amended and Restated Articles of Incorporation, as amended, the total number of shares of all classes of capital stock that the Company has authority to issue is 51,000,000 shares, consisting of 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of March 10, 2014, there were 36,939,552 shares of Common Stock issued, leaving a total of 13,060,448 authorized shares of Common Stock available for future issuance.

Since its Initial Public Offering on July 17, 1997, the Company has undergone three two-for-one stock splits, effected in the form of a 100% stock dividend. The purpose of these stock splits has been to keep the trading price of the Common Stock within a range that makes it more affordable and accessible to individual shareholders ~~thereby increasing the Company’s overall shareholder base and the market liquidity of the shares.~~

The Board believes that it is desirable and in the best interests of the Company and its Shareholders to have a sufficient number of additional shares of Common Stock available for issuance from time to time, as the occasion may arise, for future financing and acquisition transactions, to permit stock dividends or stock splits at some future date, to fund employee benefit plans and for other proper corporate purposes. With only the present 50,000,000 shares of authorized Common Stock and 36,939,552 shares outstanding, the Company’s current authorized shares could not accommodate a future two-for-one stock split.

Therefore, the Board has approved, and recommends that the shareholders of the Company approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares to 125,000,000 shares (the “Articles Amendment”). The proposed form of the Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation amending Article “SIXTH” of such Articles is set forth in Appendix A to this proxy statement. The Articles Amendment will have no effect on the number of authorized shares of Preferred Stock.

On January 30, 2014, the Company entered into a definitive agreement and plan of merger (the “Summit Agreement”) with Summit Bancorp, Inc. (“Summit”), and its wholly-owned bank subsidiary Summit Bank in Arkadelphia, Arkansas, whereby the Company will acquire all of the outstanding common stock of Summit in a transaction valued at approximately $216 million. Under the terms of the Summit Agreement, each outstanding share of common stock of Summit will be converted, at the election of each Summit shareholder, into the right to receive shares of the Company’s Common Stock, plus cash in lieu of any fractional share, or the right to receive cash, all subject to certain conditions and potential adjustments, provided that at least 80% of the merger consideration paid to Summit shareholders will consist of shares of the Company’s Common Stock. The number of Company shares to be issued will be determined based on Summit shareholder elections and the Company’s 10-day average closing stock price as of the fifth business day prior to the closing date, subject to a minimum agreed value of $43.58 per share and a maximum agreed value of $72.63 per share.

With the exception of the Summit transaction described above and the shares of Common Stock reserved for future issuance under the Company’s employee benefit plans, the Company currently has no definitive plans, understandings, agreements or arrangements concerning the issuance of the remaining authorized but unissued shares of Common Stock or any newly authorized shares of Common Stock if this Proposal No. 3 is approved by Shareholders. In the event any plans, understandings, arrangements or agreements were made in the future concerning the issuance of such shares, the holders of the Company’s Common Stock would not have preemptive rights to purchase any such shares, and as a result Shareholders may not be given the opportunity to vote on any such matters, unless required by law or applicable regulations. Accordingly, if approved, the Articles Amendment may have the future effect of diluting the equity participation and voting rights of the Company’s existing Shareholders. However, the availability of additional shares of Common Stock for issue, without the delay and expense of obtaining the approval of Shareholders at a special meeting, will afford the Company greater flexibility in acting upon proposed transactions. In many situations, prompt action may be required which would not allow sufficient time to then seek Shareholder approval to authorize additional shares for the specific transaction.

The ability to issue additional shares of Common Stock could also enable the Board to discourage an attempt to gain control of the Company by unaffiliated parties. It is not presently contemplated that any of the remaining shares of Common Stock would be issued for the purpose of making the acquisition by an unwanted suitor of a controlling interest in the Company more difficult. However, if the Board were to oppose such a suitor in the future, it could (if consistent with its fiduciary duties and within the limits imposed by applicable law) cause the Company to issue additional shares of Common Stock in a public or private sale, merger or similar transaction which would increase the number of outstanding shares of such stock, thereby possibly diluting the interest of a party attempting to gain control of the Company.

The Board unanimously recommends that Shareholders vote “FOR” approval of the Articles Amendment. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

The Company’s 2009 Restricted Stock Plan was originally adopted by the Company’s Shareholders on April 21, 2009, and was subsequently amended on April 15, 2013. In February 2014, the Compensation Committee recommended, and the Board approved, the amendment and restatement of the 2009 Restricted Stock Plan (as amended and restated, the “2009 Plan”), subject to Shareholder approval. Shareholders are being asked to approve the amendment and restatement of the Bank of the Ozarks, Inc. ~~2009 Restricted~~ Stock Option Plan ~~to:~~

~~The 2009 Plan,~~plan, as amended and restated will allow for Performance Awards which may be used with respect to grants of restricted stock, restricted stock units or cash awards to participants under the 2009 Plan to enable such awards to qualify for the “performance-based” compensation exception under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the ~~“Code”~~“Stock Option Plan”)~~. Section 162(m) prohibits the Company from deducting for federal income tax purposes the compensation of more than $1,000,000 paid~~, is included in ~~any year to certain executive officers unless such compensation is “performance based.”~~

The Company believes that it is in the best interest of the Company and its Shareholders for awards under the 2009 Plan to be fully deductible for federal income tax purposes in as many instances as practicable. To be eligible for such deductions, the payments must satisfy the criteria set forth in Section 162(m). The Company’s Board and the Compensation Committee believe grants of Performance Awards subject to one or more of the business criteria set forth below and approved by Shareholders will qualify as “performance-based” compensation under Section 162(m).

In order for performance-based awards to be fully deductible by the Company under the 2009 Plan, the material terms of the performance goals to be used for the awards granted under the 2009 Plan are required to be disclosed and approved by the Company’s Shareholders. For purposes of Section 162(m), the material terms of the performance goals include (i) identifying eligible employees – which may be by groups of employees, (ii) describing the various business criteria on which the performance goals may be based and (iii) setting forth either the maximum amount of compensation that could be paid to any employee or the formula used to calculate the amount of compensation to be paid to the employee if the performance goal is attained.

~~Eligible Employees.~~ ~~As amended, the 2009 plan would permit any employee or officer of the Company or a Subsidiary to receive grants of a Performance Award.~~

~~Business Criteria.~~ The amendments to the 2009 Plan will provide the Compensation Committee with the ability to grant Performance Awards to an employee based solely upon the attainment of performance targets related to one or more performance goals selected by the Compensation Committee. The performance goals will be objectively determinable and will be related and limited to one or more of the following Company, Subsidiary or division financial performance measures:

Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, or to assets or net assets. The Compensation Committee must certify the achievement of the applicable performance goals and the actual amount payable to each participant under the performance-based awards prior to payment. The Compensation Committee may retain discretion to reduce, but not increase, the amount payable under a performance-based award to any participant, notwithstanding the achievement of targeted performance goals. Awards may be accelerated or otherwise adjusted in the event of the employee’s death or disability or in the event of a change in control of the Company, as described below. The Compensation Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Performance Awards. The Compensation Committee may appropriately adjust any evaluation of performance to exclude any of the following events that occurs during a performance period: (i) asset impairments or write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any extraordinary non-recurring items as described in Accounting Standards Codification Topic 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action or (vii) any other event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; provided that the Compensation Committee commits to make any such adjustments within the first 90 days following commencement of the performance period.

~~Maximum Performance Awards to Covered Employees~~. With respect to any individual who was in the prior year or is reasonably expected to be in the current year a “covered employee” within the meaning of Section 162(m) of the Code, the maximum number of shares of the Company’s Common Stock in respect of which all stock-based Performance Awards may be granted in any year under the 2009 Plan is 50,000, and the maximum amount of all cash-settled Performance Awards that may be granted in any year under the 2009 Plan is $2,000,000.

Currently the 2009 Plan provides that the number and kind of shares available for grant and the shares subject to outstanding awards would be adjusted to reflect the effect of a stock dividend, stock split, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, extraordinary dividend or other distribution or other similar transaction. The proposed amendments would revise this provision to clarify that any such transaction would also adjust the maximum award limits set forth in the plan.

Shareholder approval of this Proposal No. 4 will be deemed to include and constitute approval of each of the material terms of the performance goals for purposes of the approval requirements of Section 162(m) of the Code.

In addition, the proposed amendments would change the name of the 2009 Plan to the “2009 Restricted Stock and Incentive Plan” in order to better reflect the types of awards that may be granted under the plan.

~~General.~~ The 2009 Plan was originally adopted and approved by the Board and the Shareholders of the Company in 2009 and amended on April 15, 2013 with the approval of the Shareholders. The following description of the 2009 Plan is qualified in its entirety by reference to the applicable provisions of the plan document.Appendix A ~~copy of the 2009 Plan, as amended and restated to incorporate the changes discussed above, is attached~~ to this proxy statement asand reference is made to such Appendix B.

~~Purpose~~for a complete statement of the ~~2009~~provisions of the Stock Option Plan.

The purpose of the ~~2009~~Stock Option Plan is to attract and retain the best available talent toand encourage the highest level of performance by the Company’s executive officers and key employees and to provide ~~such officers and employees~~them with incentives to put forth maximum ~~effort~~efforts for the success of the Company’s business and to serve the best interests of the Company’s ~~Shareholders.~~shareholders. The revisions proposed to the plan will help the Company continue to motivate, as well as retain and attract, such key personnel.

~~Administration.~~As of December 31, 2014, approximately 364,050 shares of common stock were available for issuance under the Stock Option Plan. Based on an analysis of leading proxy advisory firms’ policies on equity-based compensation plans, our understanding of some of our largest institutional investors’ proxy voting guidelines on stock plan proposals and the importance of long-term incentives in supporting the key objectives of our compensation program, management recommended to the Compensation Committee, and the Committee approved, an amendment and restatement to the Stock Option Plan which would increase the number of shares of common stock authorized for issuance thereunder by 1.5 million shares to an aggregate of 10,660,000 shares and other changes that are considered best practices for equity plans. The ~~2009~~Board adopted and ratified this recommendation. The changes approved by the Committee and the Board are reflected in the Stock Option Plan included in Appendix A to this proxy statement.

These changes continue our approach of aligning our equity compensation program with the interests of our shareholders and with evolving best practices in equity and incentive compensation.

The Share Reserve under the ~~terms of the 2009~~Stock Option Plan ~~the Board determines to subject some or all~~

As part of the Compensation Committee’s ~~actions~~recommendation to ~~Board approval. At the present time,~~ the Board ~~has not made any determination nor does it have any present intention~~ to ~~require Board approval of~~approve the ~~Compensation Committee’s actions. Subject~~amendments to the ~~terms~~Stock Option Plan, including the total number of shares available for issuance under the ~~2009~~Stock Option Plan, the Compensation Committee ~~has~~considered the ~~discretion~~following factors:

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Historical Burn Rate: Our equity plan share usage during 2012, 2013 and 2014 represents a three-year average burn rate of 1.76% of our weighted average common shares outstanding for each such year. This burn rate is substantially below the Institutional Shareholder Services Inc. established burn rate cap for our industry of 3.34%.

Summary of the Material Terms of the Stock Option Plan, as Proposed to ~~determine~~be Amended and Restated

General. On February 22, 2015, the Compensation Committee, recognizing that there were a limited number of reserved shares remaining to provide future grants of stock options, recommended to the Board, subject to approval by the Company’s shareholders at the 2015 Annual Meeting, an amendment and restatement of the current stock option plan for employees which ~~employees and officers receive awards and~~would, among other things, increase the ~~terms~~number of ~~each award made under~~shares of common stock authorized for issuance thereunder by 1.5 million shares to an aggregate of 10,660,000 shares.

Administration. The Stock Option Plan is administered by the ~~2009 Plan.~~Compensation Committee. The Compensation Committee ~~has~~may establish any rules and regulations it deems necessary to administer the ~~power to modify, cancel, accelerate vesting,~~Stock Option Plan. All questions of interpretation or ~~otherwise change awards made under the 2009 Plan, subject to certain restrictions set forth in the 2009 Plan. The Compensation Committee also has the sole authority to interpret the terms~~application of the ~~2009~~Stock Option Plan ~~including whether a “change in control” of the Company, as such term is defined in the 2009 Plan, has occurred. Compensation Committee determinations under the 2009 Plan~~ are ~~final and binding on all parties.~~

~~Awards and Eligibility.~~ Awards under the 2009 Plan may be in the form of restricted stock or restricted stock units and, if approved by the Shareholders, performance awards. All officers and employees of the Company are eligible to receive awards under the 2009 Plan. The benefits or amounts that may be received by or allocated to any particular officer or employee of the Company under the 2009 Plan will be determined in the sole discretion of the Compensation Committee, and ~~accordingly,~~its decisions are binding and final upon all participants. The Compensation Committee has exclusive authority and discretion to administer or otherwise take actions required or permitted to be taken that are intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended, or the “Code.”

Eligibility. Executive officers and key employees of the Company or any of its subsidiaries are eligible to participate in the Stock Option Plan. Options are granted to eligible individuals at the discretion of the Compensation Committee and therefore, we cannot determine who will receive a future grant at this time. Pursuant to the terms of the plan, no participant is eligible to receive options for more than 250,000 shares in any calendar year.

Stock Options. The options granted under the Stock Option Plan are not ~~presently determinable.~~

~~Shares Available for Issuance.~~ ~~The maximum total number~~intended to be incentive stock options within the meaning of ~~shares~~Section 422 of ~~Common Stock that can~~the Code. Except as may be ~~issued as restricted stock, denominated as restricted stock units or subject to any performance award~~determined by the Compensation Committee under the ~~2009 Plan is 800,000 shares. The number and kind of shares available~~limited circumstances specified in the plan, stock options granted under the ~~2009~~Stock Option Plan ~~(and~~have a minimum three (3) year vesting period. The exercise price per share for each option may not be less than the ~~share~~fair market value of the underlying shares on the date of the grant. Options may be exercised upon notice to the Company and payment of the option exercise price. The duration of options, including the duration following a participant’s termination of employment, death or ~~award limits to certain individuals)~~disability, are ~~subject to adjustments~~determined by the Compensation Committee in its sole discretion.

Payment for shares. At the ~~event~~time of ~~certain corporate events such as stock splits, stock dividends, or other recapitalizations~~exercise of an option, the participant must pay the full exercise price of the ~~Company so as to prevent dilution~~option in cash or ~~enlargement~~by check. The requirement of payment in cash may be satisfied through the sale, by way of a broker, of a portion of the ~~participants’ rights under~~shares being acquired equal in value to the ~~2009 Plan. Shares~~exercise price. Additionally, if approved by the Compensation Committee, a participant may pay the exercise price by one of ~~Common Stock issued under~~ the ~~2009 Plan may be~~following additional forms of

payment: (1) by delivering previously-owned shares of ~~original issuance, shares held in treasury or shares that have been reacquired~~Company common stock owned by the ~~Company.~~

~~As of December 31, 2013, 412,450 of the available 800,000 shares~~participant for ~~issuance under the 2009 Plan have been awarded. See “Equity Compensation Plan Information” below for information as of December 31, 2013 concerning shares of Common Stock that may be issued upon~~at least six months having a fair market value equal to the exercise ~~of options and other rights under existing equity compensation plans and arrangements, including the 2009 Plan.~~

~~Expired, Forfeited or Unexercised Awards.~~ If any award granted under the 2009 Plan expires, is forfeited or becomes unexerciseable without having been exercised or fully paid, the shares underlying such award will become available for future awards under the 2009 Plan. Further, ifprice; (2) by authorizing the Company ~~settles any award in cash rather than in Common Stock, the shares underlying such award that are retained or otherwise not issued, will become available for future awards under the 2009 Plan.~~

~~Restricted Stock.~~ ~~An award of restricted stock involves the immediate transfer of ownership of~~to withhold a ~~specific~~ number of shares of ~~Common Stock~~Company common stock otherwise issuable to the participant having a ~~participant in return for~~fair market value equal to the ~~performance of services or other restrictions as the Compensation Committee may determine. However, during a “restriction period” designated~~exercise price; and (3) by ~~the Compensation Committee, such shares are subject to forfeiture unless conditions specified by the Compensation Committee are met. These conditions will generally include the continuous employment~~any combination of the ~~participant with~~above methods.

Change of Control.Stock options granted after the ~~Company~~amendment and ~~may include performance objectives that must be achieved. Although shares~~restatement of ~~restricted stock remain subject to forfeiture during~~ the ~~restriction period, the participant is entitled to vote these shares, receive all dividends~~

~~paid on these shares and exercise all other ownership rights in such restricted stock. Restricted stock may become free of restriction prior to the end of a restriction period~~Stock Option Plan will not automatically vest in the event of a change of control and will be treated as follows: (i) if the successor company assumes, continues or replaces the outstanding options (with equivalent or more favorable terms) then the outstanding options will not accelerate and will continue pursuant to the terms of the award unless, if within 24 months following a change of control, any participant’s service with the Company is terminated by the Company for a reason other than gross negligence or deliberate misconduct which demonstrably harms the Company, or if any such person shall have resigned for good reason (as defined in the Stock Option Plan) then the outstanding stock options will immediately accelerate; and (ii) if the outstanding options are not assumed, continued or replaced by the successor company then such outstanding options will accelerate upon a change of control. Options granted prior to the amendment and restatement of the Stock Option Plan are governed by the terms of the stock award agreements in effect on the date of grant and generally provide for the acceleration of outstanding options upon the occurrence of a change of control.

For purposes of the Stock Option Plan, a change of control means any of the following: (i) if during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company’s shareholders of each new director was approved by a vote of at least 2/3 of the directors then still in office who were directors at the beginning of the period; (ii) any person or entity (other than any employee benefit plan or similar plan of the Company) or any group acting in concert, shall acquire or control 25% or more of the outstanding voting shares of the Company; provided however, that with respect to any person or entity owning or controlling 10% or more of the outstanding voting shares of the Company ~~disability or death,~~ as ~~those terms are defined in the 2009 Plan, subject to certain restrictions. The Compensation Committee may also provide for an accelerated lapse~~ of the ~~restriction period upon other events~~effective date of the Plan, either acting alone or ~~standards that it may determine, including the achievement of~~in concert with one or more ~~performance goals.~~

~~Restricted Stock Units.~~ ~~A restricted stock unit is an award denominated in shares~~ of ~~Common Stock that will be settled by~~its wholly-owned subsidiaries, the ~~payment of cash based upon the fair market value~~amount of such ~~specified number~~voting shares so owned or controlled shall be deducted for purposes of ~~shares~~this determination; (iii) if, upon a merger, combination, consolidation or reorganization of ~~Common Stock. The~~the Company, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of voting securities of the Company or such surviving entity outstanding immediately thereafter; (iv) all or substantially all of the assets of the Company are sold or otherwise disposed of; or (v) the Compensation Committee ~~has~~or the Board determines, in its sole discretion, ~~to settle restricted stock units by delivery~~that any other business combination or other event (existing or anticipated) shall be deemed a change of shares of Common Stock. The Compensation Committee will determine the number of restricted stock units to be awarded to any participant, the restriction period within which a grant may be subject to forfeiture, whether the grant or vesting depends upon the achievement of performance goalscontrol.

Adjustments for Stock Dividends, Mergers and other terms. During the restriction period, the participant is not entitled to vote or receive dividends on the shares subject to the award. A restricted stock unit may become payable prior to the end of a restriction period inOther Events. In the event ofthere is a change in ~~control~~the capital structure of the Company ~~disability~~by reason of any extraordinary dividend or ~~death, as those terms are defined in~~other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of common stock or other securities of the ~~2009 Plan, subject~~Company, or other event having an effect similar to ~~certain restrictions. The~~the foregoing, which affects the Company’s common stock, then the Compensation Committee ~~may also provide for~~shall, in an ~~accelerated lapse of the restriction period upon other events or standards that it may determine, including the achievement of one or more performance goals.~~

~~Performance Awards.~~ ~~The Compensation Committee may grant performance awards, which will consist of a right that is denominated in cash or shares (including but not limited to restricted shares~~equitable and ~~restricted share units), valued,~~proportionate manner as determined by the Compensation Committee either: (i) adjust the maximum number of shares of common stock reserved for issuance in ~~accordance~~connection with grants of options, the ~~achievement~~number of shares of common stock to which an option is subject, the maximum number of shares of common stock for which a plan participant is eligible, and the exercise price of each option; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding stock option. Any such ~~performance goals during~~adjustments to outstanding stock options must be effected in a manner that precludes the material enlargement or dilution of rights and benefits under such ~~performance periods~~stock options.

Amendment and Termination. The Board of Directors may amend the Stock Option Plan at any time as it deems advisable. Without the option holder’s consent, the Compensation Committee may ~~establish,~~amend the terms of outstanding grants to: (1) accelerate vesting in connection with the participant’s death, disability or upon a change of control; (2) extend the expiration date; or (3) waive any other condition or restriction applicable to the option. The Compensation Committee may amend the terms of outstanding grants for any other reason with the holder’s consent. Except in connection with certain corporate transactions involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares or other transaction), any change to the plan or any outstanding stock option that reduces the exercise price or cancels an outstanding stock option in exchange for cash or other awards with an exercise price that is less than the exercise price in the original award will require shareholder approval. To the extent necessary to comply with applicable laws and ~~payable at such time~~regulations, including federal tax laws and ~~in such form as~~NASDAQ rules and regulations certain amendments to the plan or any outstanding grant will require shareholder approval.

Application of Company Clawback Policy.Stock options granted after the amendment and restatement of the Stock Option Plan are subject to the applicable provisions of the Company’s clawback or recoupment policy approved by the Board or the Compensation Committee, ~~shall determine. Subject~~as such policy may be in effect from time to ~~the terms~~time.

Effectiveness of Plan. The amendment and restatement of the ~~2009~~Stock Option Plan ~~and any applicable award agreement,~~will be effective May 18, 2015 if approved by the ~~Compensation Committee will determine~~shareholders at the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award and the amount and kind of any payment or transfer to be made pursuant to any performance award. Performance awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures establishedAnnual Meeting. If not previously terminated by the Compensation Committee or the Board, the plan will terminate on a deferred basis. Separation from service prior to the end of any performance period, other than for reasons of death or disability, will result in the forfeiture of the performance award, and no payments will be made. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, waive any performance goals and/or other terms and conditions relating to a performance award, subject to the limitations set forth in the 2009 Plan. Performance Awards that are granted as performance-based awards to “covered employees” within the meaning of Section 162(m) of the Code will be based upon the attainment of performance targets related to one or more performance goals selected by the Compensation Committee from among the options listed above under “~~Business Criteria~~.”

~~Transferability of Awards.~~ ~~Except as provided below, no award under the 2009~~May 18, 2025. The Stock Option Plan may be ~~transferred~~terminated any time by ~~a participant other than by~~the Board; however, such termination will ornot adversely affect the ~~laws~~terms of ~~descent and distribution upon death. The Compensation Committee~~any outstanding options. After termination of the Plan, no future stock options may expressly provide in an award agreement that the participant may transfer the award if the Compensation Committee determines the transfer does not result in accelerated taxation, is not a transfer for value and is otherwise appropriate and desirable.

~~Termination.~~ ~~The 2009 Plan will terminate on the tenth anniversary of its approval by Shareholders and no award will~~ be granted under the ~~2009~~ Plan, ~~after that date.~~but previously granted stock options shall remain outstanding in accordance with their applicable terms and conditions.

~~Plan Amendments.~~Federal Income Tax ConsequencesThe 2009 Plan may be amended by the Board, but unless further approval by the Shareholders of the Company is obtained, no such amendment may increase the limitations set forth in the 2009 Plan on the number of shares that may be issued under the 2009 Plan. The Board may condition any amendment on the approval of the Shareholders if such approval is necessary or deemed advisable with respect to the. Under currently applicable ~~listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.~~

In addition, Shareholder approval may be required to satisfy tax rules applicable to performance-based compensation under Section 162(m) of the Code. Because the Compensation Committee retains the discretion to set and change the specific targets for each performance period under a Performance Award intended to be exempt from Section 162(m)provisions of the Code, ~~Shareholder ratification of the performance goals~~an optionee will not be ~~required, in~~deemed to receive any ~~event, at five-year intervals in the future to exempt awards granted under the 2009 Plan from the limitations on deductibility thereunder.~~

~~The following is a brief summary of certain of the~~income for federal income tax ~~consequences~~purposes upon the grant of ~~certain transactions~~any option under the ~~2009 Plan. This summary is not intended to be exhaustive and does not describe state or local tax consequences.~~

~~Restricted Stock.~~ ~~A recipient of restricted stock generally~~Stock Option Plan, nor will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient) at such time as the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Section 83 of the Code. However, a recipient who so elects under Code Section 83(b) within 30 days of the date of transfer of the restricted stock to the recipient will recognize ordinary income on the date of transfer of the shares equal to the excess of the fair market value of the restricted stock (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. If a recipient has timely made an election under Code Section 83(b), any subsequent gain realized by the recipient upon transfer by the recipient will be subject to capital gains tax. If a Code Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient.

~~Restricted Stock Units.~~ A recipient of restricted stock units generally will not recognize income until shares or cash are transferred to the recipient at the end of the deferral period and are no longer subject to a substantial risk of forfeiture or restrictions on transfer for purposes of Code Section 83. At that time, the participant will recognize ordinary income equal to the fair market value of the shares represented by the restricted stock units, reduced by any amount paid by the recipient. The Code Section 83(b) election available to holders of restricted stock is not available to holders of restricted stock units.

~~Performance Awards.~~ A recipient of a Performance Award will recognize income based on the method of payment of the award. If the Performance Award is paid in cash, the recipient will recognize ordinary income equal to the cash amount at the time it is paid. If the Performance Award is satisfied with Restricted Stock or Restricted Stock Units, the recipient will recognize income in the amount and at the time as described in the two immediately preceding paragraphs.

~~Tax Consequences to the Company.~~ ~~To the extent that a participant recognizes ordinary income in the circumstances described above,~~ the Company ~~or subsidiary for which the participant performs services will~~ be entitled to a ~~corresponding~~tax deduction ~~provided~~at that ~~among other things,~~time. Upon the exercise of an option, the optionee will be deemed to have received ordinary income ~~meets~~in an amount equal to the ~~test~~difference between the exercise price and the market price of ~~reasonableness,~~the shares on the exercise date. The Company will be allowed an income tax deduction in the same amount.

Set forth below is ~~an ordinary~~a table that shows stock option grants pursuant to the Stock Option Plan in fiscal year 2014. These are the same amounts that would have been granted pursuant to the Stock Option Plan if shareholders had approved the proposed amendment and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the deduction limitation on certain compensation under Code Section 162(m).

restatement prior to fiscal year 2014. Future benefits to be received by a person or group under the ~~2009~~amended and restated Stock Option Plan are not fully determinable at this time and will depend on individual and corporate performance and other determinations to be made by the Compensation Committee during fiscal year ~~2014~~2015 and beyond.

The Board recommends a vote “FOR” the Amendment and Restatement of the Stock Option Plan. Proxies solicited by the Board will be so voted unless shareholders specify in their proxies a contrary choice. The affirmative vote of the majority of the votes cast on the matter is required to approve the amended and restated Stock Option Plan.

In February 2015 the Compensation Committee approved and adopted the Bank of the Ozarks, Inc. Non-Employee Director Stock Plan, or the Director Plan, which was adopted and ratified by the Board of Directors, subject to shareholder approval at the 2015 Annual Meeting. The Director Plan provides for awards of common stock to eligible non-employee directors. The effective date of the Director Plan is the date on which it is approved by our shareholders.

The purpose of the Director Plan is to advance the interests of the Company and its shareholders by affording to non-employee directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by granting such directors awards of common stock. By encouraging non-employee directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing shareholder value and to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends.

The following is a summary of certain principal features of the Director Plan. This summary is qualified in its entirety by reference to the complete text of the Director Plan. You are urged to read the actual text of the Director Plan in its entirety, which is set forth in Appendix B.

Eligibility. Each person who is not otherwise an employee of the Company, or any of its subsidiaries, and who has been elected or appointed as a director of the Company is eligible to participate in the Director Plan (referred to as an Eligible Director).

Shares Reserved. Subject to adjustment in connection with certain corporate transactions involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares or other transaction), the aggregate number of shares of common stock which may be issued as awards will not exceed 50,000.

Awards of Stock. Upon election by the Company’s shareholders at each annual meeting of shareholders, or any special shareholders meeting called for such purpose, each Eligible Director will automatically receive an award of shares of common stock. Each Eligible Director appointed as a member of the Board for the first time, other than upon election by the Company’s shareholders at an annual shareholders meeting (or any special shareholders meeting called for such purpose), will automatically receive an award of shares of common stock. The number of shares of common stock subject to the award will be the equivalent of $25,000 worth of shares of common stock based on the average of the highest reported asked price and the lowest reported bid price reported on the NASDAQ on the grant date, which shall be the date such Eligible Director is elected as a director by the Company’s shareholders or the date such Eligible Director is first appointed as a member of the Board, as applicable.

Administration. The Director Plan is to be administered by the Compensation Committee, which is comprised solely of directors who are considered independent under the applicable NASDAQ listing standards. Subject to the terms of the Director Plan, the Compensation Committee is authorized to make all determinations that may be necessary or advisable for the administration of the Director Plan.

General Terms of Awards. Shares of common stock awarded under the Director Plan will be fully vested on the grant date and will have all the rights of any other shareholder, including the right to vote the shares and the right to receive dividends.

Amendment; Termination. The Compensation Committee may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Director Plan provided that, if under applicable laws or the rules of any securities exchange upon which the Company’s common stock is listed, the consent of the Company’s shareholders is required for such amendment or modification, such amendment or modification shall not be effective until the Company obtains such consent, and provided, further, that no termination, amendment or modification of the Director Plan shall in any manner affect any outstanding award granted pursuant to the Director Plan without the consent of the awardee. If not previously terminated by the Compensation Committee or the Board, the Director Plan will terminate ten (10) years from the effective date.

Tax Consequences.Since there will be no risk of forfeiture or restrictions on transfer, under Section 83(b) of the Code, a recipient of a common stock award will be subject to tax at ordinary income rates on the fair market value of the common stock (reduced by any amount paid by the recipient) at the time it is received. The foregoing summary of certain of the federal income tax consequences of grants made under the Director Plan is not intended to be exhaustive and does not describe state or local tax consequences.

Only non-employee directors of the Company are eligible to participate in the Director Plan. Of the persons and groups set forth in the table below, only persons within the category titled “All Non-Executive Directors as a Group” will receive benefits under the Director Plan. The following table sets forth information pertaining to the number of shares of common stock that will be granted to each non-employee director elected at the Annual Meeting assuming (i) the Director Plan is approved by the shareholders and (ii) all 13 non-employee director nominees are elected at the Annual Meeting. The closing price of the Company’s common stock on the NASDAQ Global Select Market was $35.94 on February 13, 2015.

The Board recommends a vote FOR the approval of the Bank of the Ozarks, Inc. Non-Employee Director Stock Plan. Proxies solicited by the Board will be so voted unless shareholders specify in their proxies a contrary choice. The affirmative vote of the majority of the votes cast on the matter is required to approve the Director Plan.

~~Equity Compensation Plan Information~~EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, ~~2013~~2014 concerning shares of ~~Common Stock~~common stock that may be issued upon the exercise of options and other rights under existing equity compensation plans and arrangements, separately reflecting plans approved by ~~Shareholders~~shareholders and plans or arrangements not submitted to ~~Shareholders~~shareholders for approval.

The Board unanimously recommends that Shareholders vote “FOR” approval of the amended and restated 2009 Restricted Stock Plan. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

The Audit Committee of the Board selected and appointed the accounting firm of Crowe Horwath LLP as independent auditors for the year ending December 31, ~~2014,~~2015, and seeks ratification of the appointment by the ~~Shareholders.~~shareholders. This will be the ~~ninth~~tenth year Crowe Horwath LLP has served as the Company’s independent auditors. Representatives of Crowe Horwath LLP will be present at the Annual Meeting and representatives will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

Fees incurred for services provided by the Company’s independent auditors for the years ended December 31, ~~2013~~2014 and ~~2012~~2013 were:

Audit fees totaling $744,500 for 2014 and $488,295 for 2013 ~~and $450,160 for 2012~~ relate to the audit of the Company’s consolidated financial statements, review of the Company’s quarterly reports on Form 10-Q, audit of the Company’s 401(k) Retirement Savings Plan (the “401(k) Plan”) and services that are normally provided by the principal accountant in connection with statutory and regulatory filings. These fees do not include reimbursements for travel or other out of pocket expenses. Tax services are provided by another accounting firm. Other fees totaling $2,895 for 2013 related primarily to consultations regarding various acquisition issues.

The Audit Committee previously adopted a policy for pre-approval of engagements for audit, audit-related and non-audit services to be performed by the independent auditors. The policy requires that all audit services and audit-related services to be performed by the independent auditors be pre-approved by the Audit Committee. Non-audit services must first be pre-approved by the Chief Financial Officer before being submitted for pre-approval to the Audit Committee. The requirement for pre-approval by the Audit Committee of an engagement for non-audit services by the Company’s independent auditors may be waived if the aggregate amount of all such non-audit services provided by the independent auditors is less than five percent of the total amount of fees paid by the Company to the independent auditors during the fiscal year when the non-audit services are provided, such services were not recognized by the Company at the time of the engagement as non-audit services, and the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee, or by one or more members of the Audit Committee ~~who are members of the Board~~ to whom authority to grant such approvals has been delegated by the Audit Committee prior to the completion of the audit. All fees shown in the table above were pre-approved in accordance with the policies above.

The Board unanimously recommends a vote “FOR” the ratification of the Audit Committee’s selection and appointment of Crowe Horwath LLP as independent auditors for the year ending December 31, ~~2014.~~2015. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless ~~Shareholders~~shareholders specify otherwise in their proxies.

If the appointment of Crowe Horwath LLP as independent auditors for the year ending December 31, ~~2014~~2015 is not ratified, the matter will be referred to the Audit Committee for further review.

The Audit Committee consists of three or more non-employee directors all of whom have been determined by the Board to qualify as independent directors under the Sarbanes-Oxley Act, related SEC Rules and NASDAQ listing standards. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee’s Charter is evaluated annually to ensure compliance with SEC rules and regulations and NASDAQ listing standards and was last revised on ~~February 17, 2012.~~December 30, 2014. A copy of the Audit Committee’s Charter is available on the Company’s website at ~~www.bankozarks.com.~~www.bankozarks.com under the Investor Relations section.

The Audit Committee oversees the Company’s auditing, accounting and financial reporting processes on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee, among other things, reviewed with management the Company’s audited consolidated financial statements for the year ended December 31, ~~2013 in the Annual Report on Form 10-K,~~2014, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters required to be discussed by Auditing Standard No. 16 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communication with the Audit Committee concerning independence and the Audit Committee has discussed with the independent auditors the independent auditors’ independence from the Company and its management. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence, and has concluded that such provision is compatible with the auditors’ independence.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 for filing with the Securities and Exchange Commission.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), signed into law during 2010, requires that companies must provide a shareholder vote, on a non-binding advisory basis, to approve executive compensation as disclosed pursuant to the compensation disclosure rules of the SEC. This disclosure must include the Compensation Discussion and Analysis, the compensation tables and other related material concerning executive compensation, such as that included in this proxy statement. Accordingly, pursuant to Dodd-Frank and Section 14A of the Securities Exchange Act of 1934, as amended, the Company is providing Shareholders an opportunity to vote on an advisory, non-binding basis to approve the compensation provided by the Company to its named executive officers through the following resolution:

“Resolved, that the Shareholders approve the Company’s compensation of its named executive officers disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and any related disclosures contained in the Company’s Proxy Statement for its 2014 Annual Meeting of Shareholders.”

The Board unanimously recommends that Shareholders vote “FOR” approval of the resolution. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

Dodd-Frank expressly provides that because this Shareholder vote is advisory, it will not be binding upon the Board and it may not be construed as overruling a decision by the Board, nor will the vote create or imply any additional fiduciary duty by the Board, nor shall such vote be construed to restrict or limit the ability of Shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may take into account the outcome of the vote when considering future executive compensation arrangements.

At the 2011 Annual Meeting of Shareholders, Shareholders were provided an additional advisory, non-binding, vote on the frequency at which shareholder advisory votes on executive compensation (like the one provided above) should be held. A majority of the votes cast at the 2011 Annual Meeting of Shareholders voted in favor of holding such votes on an annual basis. Accordingly, the next Shareholder advisory vote to approve the Company’s compensation of its named executive officers will be held at the 2015 Annual Meeting of Shareholders.

The only Shareholders known by the Company to own, directly or indirectly, as of February 14, 2014 more than five percent of Common Stock, are reflected in the following table. The table is based on information supplied by principal Shareholders and a review of information on file with the SEC.

The following table sets forth certain information ~~as of February 14, 2014, unless otherwise noted, with respect to~~regarding the beneficial ownership of the Company’s ~~Common Stock~~common stock as of February 13, 2015, by (1) each director, director nominee and named executive officer of the Company, ~~as set forth in the table captioned “Summary Compensation Table,” and~~(2) all directors, director nominees and executive officers of the Company as a ~~group.~~group and (3) each person who is known by the Company to own beneficially 5% or more of the Company’s common stock. Unless otherwise indicated, based on information furnished by such shareholders, management of the Company believes that each person has sole voting and dispositive power over the shares indicated as owned by such person and the address of each shareholder is the same as the address of the Company.

⁽⁴⁾	Includes 1,400 shares held by Mr. East’s spouse.

⁽⁴⁾⁽⁵⁾

Includes (a) ~~7,281~~18,562 shares, including ~~2,000~~8,000 shares subject to exercisable options, owned directly by Dr. Freedberg, (b) ~~72,398~~144,796 shares owned by a trust for which Dr. Freedberg is sole trustee and the sole beneficiary is an immediate family member, and (c) ~~13,755~~27,510 shares owned by a trust in which Dr. Freedberg has a 25% income interest.

⁽⁵⁾⁽⁶⁾

Includes ~~1,000~~2,000 shares held by Mr. Mariani’s ~~spouse. 44,000~~spouse; 88,000 shares are owned in a margin account with a brokerage firm.

⁽⁶⁾⁽⁷⁾

Includes ~~4,472~~9,044 shares held by Mr. Russell’s spouse.

⁽⁸⁾	Includes (a) 78,386 shares, including 4,000 shares subject to exercisable options, owned directly by Mr. Whipple and (b) 1,457,696 shares owned by a limited liability limited partnership whose partners consist of Mr. Whipple and immediate family members.

⁽⁹⁾	Based on information supplied by principal shareholders and a review of information on file with the SEC.

⁽¹⁰⁾	As reported on Schedule 13G/A, dated as of January 12, 2015 and filed with the SEC on January 26, 2015, BlackRock, Inc. has sole voting power with respect to 5,889,908 shares and sole dispositive power with respect to 6,053,795 shares.

⁽¹¹⁾	As reported on Schedule 13G/A, dated as of February 9, 2015 and filed with the SEC on February 10, 2015, the Vanguard Group, Inc. has sole voting power with respect to 99,950 shares, sole dispositive power with respect to 4,998,282 shares and shared dispositive power with respect to 93,350 shares.

Under the Securities Exchange Act of 1934, as amended, the Company’s executive officers and directors are required to file reports of ownership and subsequent changes of ownership with the SEC. Specific due dates have been established for these reports, and the Company is required to disclose in this proxy statement any failure to file by these dates during the preceding year. Based solely upon information provided to the Company by individual directors and executive officers, the Company believes that ~~during the preceding year~~each of its directors and executive officers ~~have~~ complied with all applicable filing ~~requirements.~~requirements during 2014, with the exception that Ross Whipple was late filing a report on Form 4 with respect to sales made on August 26, 27, 28 and 29, 2014, which were subsequently reported on a Form 4 filed on September 16, 2014.

~~The purpose of this~~This Compensation Discussion and Analysis (“CD&A”) ~~is to provide~~describes our fiscal year 2014 executive compensation program. It provides information about the ~~philosophies~~goals and ~~principles~~the key elements of the ~~Company regarding its~~program and explains the reasons behind the Compensation Committee’s executive compensation ~~program for executive officers, including its Chief Executive Officer, Chief Financial Officer and three other executive officers who were~~decisions.

Our focus in this CD&A is the ~~most highly compensated officers in~~ fiscal year ~~2013 (which are referred to as~~2014 compensation of the following “named executive officers”~~). The following individuals were named executive officers for 2013.~~ of the Company:

The Company’s goals and objectives with respect to its compensation program are to make decisions consistent with the long-term growth and performance objectives of the Company. The Company’s compensation program is designed to reward contributions toward the Company’s attainment of long-term growth and the achievement of the Company’s performance objectives. In 2013 the Company’s compensation program for the named executive officers and other executives was based upon the following principles and policies.

For more information about our financial and operating performance in Fiscal 2014, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015. For more information about our stock price performance, please see the table titled “Cumulative Return Comparison” in our 2014 Form 10-K.

At the Company’s 2014 Annual Meeting, the Company asked shareholders to vote on a non-binding resolution to approve the compensation for its named executive officers, which is commonly referred to as a “say-on-pay” vote. Shareholders approved the resolution with a 64% majority vote, a reduction from favorable votes of 96% in 2013 and 97% in 2012.

Beginning in May 2014, we conducted an informal shareholder outreach program. The purpose of these investor outreach efforts was to gain a better understanding of concerns related to our executive compensation program and other matters of shareholder interest. Participants in the outreach effort included at various times our Chairman and Chief Executive Officer, Chief Financial Officer and General Counsel Corporate Finance. We also received feedback from proxy advisory firms, including Institutional Shareholder Services, Inc.

Based on the information gained from these investor outreach efforts, we made significant substantive changes to our executive compensation policies and practices. We believe that, as a result of these changes, our executive compensation program is better designed to enhance shareholder value and attract and retain executive talent critical to the Company’s success.

Here are the highlights of the substantive changes made to our executive compensation program in 2014 and early 2015:

In addition to the changes implemented after the 2014 say-on-pay vote, our executive compensation programs already incorporated many best practices, as follows:

The Compensation Committee regularly reviews the Company’s compensation ~~policies must, among other things, (1) be internally equitable~~program to ensure that the components of the program will allow the Company to achieve the objectives and ~~externally competitive, (2) reward individuals based upon productivity and performance, (3) contain an appropriate~~goals described above. The table below identifies the principal elements of our 2014 executive compensation program. The details regarding the amounts paid for each element in 2014 is described under “—2014 Executive Compensation” below. The Compensation Committee believes the components of our executive compensation program balance the mix of cash and ~~long-term~~equity compensation and current and longer-term compensation in a way that furthers the compensation objectives discussed above.

Each year, the Compensation Committee reviews the complexity, profitability and relative performance metrics of the Company as well as the intangible value and performance of the Company’s management team. The goal of this review is to identify parameters by which to evaluate executive pay, ensuring that future compensation arrangements for the selected executive officers are compliant with regulatory practices, competitive in the marketplace and reflective of the Company’s performance and culture. As part of this review, the Compensation Committee compares our executive compensation programs to the compensation programs of a custom peer group of publicly-traded banks and bank holding companies. The Compensation Committee engaged Blanchard Consulting Group (“Blanchard”), its independent compensation consultant, to assist the Compensation Committee in establishing the peer group for this review.

The Compensation Committee does not target its compensation decisions to any specific percentiles or ~~equity-based~~other absolute measures relating to comparison group data. The Compensation Committee reviews compensation ~~(4) be administratively efficient~~data from its peer group as a market reference and uses the reports prepared by Blanchard as a point of reference when making compensation decisions for its named executive officers.

In November 2013, Blanchard conducted an analysis of the relationship between executive compensation and business performance and issued a report entitledPay vs. Performance – Report of Findings – November 2013. In their analysis, Blanchard utilized the same peer group as it used in the October 2012 executive compensation review, referred to in this CD&A as the 2013 Peer Group. This custom national peer group was established in 2012 and includes a group of twenty-one high performing publicly-traded banks and bank holding companies having the same 8 digit GICS classification as the Company, with total assets as of the 2011 year-end between $2.5 billion and $12.0 billion and a three-year average net income greater than $40 million. The twenty-one banks comprising the 2013 Peer Group include the following:

The 2013 report compared the Company’s performance to the performance of the 2013 Peer Group on six financial measures (return on average assets, return on average equity, efficiency ratio, non-performing assets/assets, core earnings per share growth, and one-year TSR) for both the 2012 year-end and a three-year average (2010-2012). The key findings of Blanchard’s executive compensation assessment of the Company’s program compared to the 2013 Peer Group are set forth below:

The Compensation Committee used the 2013 Blanchard report as a market check in its review and determination of the stock option and restricted stock grants awarded in 2013 and in setting base salaries for 2014, but no specific benchmark or targets were used in determining the amount of equity awards or in setting base salaries.

During October and November 2014, the Compensation Committee worked with Blanchard to develop a revised peer group, referred to in this CD&A as the 2014 Peer Group. The 2014 Peer Group consisted of twenty-two publicly-traded banks within ~~budgetary parameters~~the same industry and ~~(5) be flexible~~having the same eight digit GICS classification as the Company, with assets between $4.5 billion and $17 billion as of fiscal year end 2013 (0.6 to 2.1 times that of the Company’s asset size at that time after taking into account pending acquisitions). In order to identify high performing banks across the nation, the 2014 Peer Group only utilized banks with 2013 year-end ROAA greater than 1.2% or 2013 year-end ROAE greater than 10%. The twenty-two banks comprising the 2014 Peer Group include the following:

Following the Compensation Committee’s approval of the 2014 Peer Group, Blanchard conducted an executive compensation assessment in ~~response~~November 2014, at the direction of the Compensation Committee, to ~~changing conditions.~~assist with executive compensation decisions. Blanchard’s executive compensation assessment included (i) an analysis showing how the compensation paid to the Company’s top four executive officers (Messrs. Gleason, Thomas, McKinney and Vance) compared to compensation paid to the named executive officers of the 2014 Peer Group companies, (ii) a comparison of the Company’s financial performance against the financial performance of the 2014 Peer Group companies (based on 2013 year-end financial results and at June 30, 2014), (iii) analyzed annual incentive plan payouts and reviewed incentive plan design best practices and typical payout opportunity levels, and (iv) analyzed the benefit programs offered by the Company as compared to the peer group and broader industry practice. Compensation amounts used for the 2014 Peer Group were based on amounts reported for 2013, as reflected in each bank’s proxy statement filed in 2014. With respect to compensation for the Company’s executive officers, the report analyzed compensation components based on actual 2013 compensation, as well as projected 2014 compensation, assuming incentives were paid at target amounts and at maximum amounts, with respect to the 2014 performance plans.

The key findings of Blanchard’s executive compensation assessment of the Company compared to the 2014 Peer Group are set forth below:

The Compensation Committee considered the 2014 executive compensation assessment, including the executive compensation levels of the 2014 Peer Group companies, as a market check in its review and determination of the stock option awards granted in November 2014, the 2015 base salaries and in approving the performance awards payable to executive officers under the 2014 performance based incentive plans.

Each year management and the Compensation Committee review the Company’s existing executive compensation program. The Company seeks to confirm that each of its compensation elements, as well as its compensation structure, fits the Company in light of its history, performance and strategy.

The Compensation Committee took the following key actions in setting and approving executive compensation during 2014 and early 2015:

Base salary levels for the named executive officers and other executive officers for 2014 were subjectively determined by the Compensation Committee with consideration given to ~~ensuring that~~ the ~~amount~~following factors: (1) the executive’s then current salary, (2) the executive’s performance and ~~structure of such incentive compensation does not encourage employees to take unnecessary or excessive risks that could threaten~~contributions during the ~~financial condition~~previous fiscal year, (3) the executive’s qualifications and responsibilities, (4) the executive’s tenure with the Company and the position held by the executive, (5) senior management’s perception and understanding of the ~~Company.~~

Atremain competitive within the ~~2013 Annual Meeting of Shareholders,~~markets in ~~a Shareholder advisory, non-binding, vote to approve executive compensation, in excess of 96%~~which the Company operates, taking into account salary levels of the ~~votes were cast “FOR” a resolution approving~~Company’s peer group companies, (6) the Company’s budgetary parameters established for the full year and (7) the recommendation of the Chief Executive Officer, in the case of all executive ~~compensation. Taking into consideration~~officers other than himself.

As disclosed above under “—Investor Outreach and the ~~Shareholder approval~~2014 Say-on-Pay Vote,” in response to the Company’s 2014 say-on-pay vote, the Compensation Committee ~~did not substantially alter its process or change~~redesigned our executive compensation program mid-year to place greater focus on performance-based compensation rather than fixed compensation. In connection with the Compensation Committee’s efforts to re-design the executive compensation program, the Committee reduced base salaries for Messrs. Gleason and Thomas by approximately 42% and 20% respectively, from their 2013 base salaries. The base salaries for Messrs. McKinney and Vance were increased during 2014 primarily due to the overall increase in their responsibilities and to better align their salaries to levels of comparable positions using the 2013 Peer Group data.

In June 2014, in connection with the changes made to the executive compensation programs, the Compensation Committee approved the 2014 Executive Cash Bonus Plan, which we refer to as the 2014 Bonus Plan. The purpose of the 2014 Bonus Plan is to subject a portion of the executive officers’ cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation,

Company performance and strategic goal attainment. The plan works in collaboration with the Company’s ~~compensation programs~~Amended and Restated 2009 Restricted Stock and Incentive Plan (the “2009 Restricted Stock Plan”) to enable the bonuses to qualify as “performance-based compensation” under Section 162(m) of the Code, as determined by the Compensation Committee. Except for Mr. Russell, each of the named executive ~~compensation.~~officers was a participant in the 2014 Bonus Plan. Because the 2014 Bonus Plan was implemented mid-year, awards under the plan were based on the Company’s financial results for the period beginning on July 1, 2014 and ending on December 31, 2014 and paid in the event the Company’s net income was above certain thresholds. The performance metric for the 2014 Bonus Plan was based on the Company’s net income over the performance period because net income is one of the Company’s primary performance metrics and it has direct correlation to growth of shareholder value. The 2014 Bonus Plan defines net income as the Company’s after tax net income available to common shareholders, determined in accordance with GAAP, adjusted to exclude (i) any unusual and/or non-recurring items, including but not limited to, the after-tax impact of any bargain purchase gains, acquisition-related costs, liquidation charges related to contract terminations, information technology systems de-conversion and conversion costs, and any other similar costs or expenses and (ii) the effects of changes in tax law, accounting principles or other such laws or provisions affecting reported results.

~~Setting Executive~~Prior to the performance period, the Compensation Committee established target cash incentive opportunities for Messrs. Gleason and Thomas payable in the event the Company’s adjusted net income during the performance period equals or exceeds the minimum threshold target of $46.5 million. The Compensation Committee established a maximum cash bonus opportunity for Messrs. Gleason, Thomas, McKinney and Vance in the event the Company’s adjusted net income equals or exceeds the elevated threshold target of $60 million. No bonus award is payable in the event the Company’s adjusted net income is below the threshold amount. Following the performance period, the Committee must determine whether the Company’s performance meets or exceeds the threshold or elevated threshold target and determine the final amount of the bonus award to be granted to any participant. In deciding the amount of the bonus award, the Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period as well as any actual or perceived inappropriate risks taken by participants. The Compensation Committee may exercise discretion to decrease, but not increase, any amounts payable to a participant under the 2014 Bonus Plan as the Committee deems appropriate.

The Company’s minimum and elevated threshold adjusted net income goals were $46.5 million and $60 million, respectively, for the short performance period. The Company’s actual adjusted net income for the performance period was $69.59 million (based on actual net income of $66.84 million and adjusted for conversion and acquisition expenses, liquidated charges related to contract terminations, bargain purchase gains, gains in connection with the termination of FDIC loss share agreements, and Federal Home Loan Bank (FHLB) pre-payment penalties incurred during the performance period), which was substantially above the minimum and elevated target goals set forth in the plan. Based on the Company’s adjusted net income for the performance period, the Compensation Committee approved cash incentive bonuses for Messrs. Gleason, Thomas, McKinney and Vance at the maximum bonus opportunity which is set forth in the table below.

The Compensation Committee believes that stock options and awards of restricted stock provide an appropriate incentive to encourage management, particularly senior management, to maximize long-term shareholder returns since the value of stock options and restricted stock bear a direct correlation to long-term appreciation in the Company’s stock price. Grants under the Company’s equity plans have the effect of more closely aligning the interests of management with the interests of shareholders, while at the same time providing a valuable tool for attracting, rewarding and retaining key employees. The Company has not repriced or otherwise modified options previously issued except to make adjustments as provided in the plans for stock splits.

In June 2014 the Compensation Committee approved the 2014 Stock-Based Performance Award Plan, which we refer to as the 2014 Stock Plan. The purpose of ~~Executive Officers~~the 2014 Stock Plan is to subject a portion of the

executive officers’ equity compensation to achievement of pre-established performance targets followed by a three year vesting period to ensure the continued alignment of executive compensation, Company performance and strategic goal attainment. The plan works in collaboration with the Company’s 2009 Restricted Stock Plan to enable the equity grants to qualify as “performance-based compensation” under Section 162(m) of the Code, as determined by the Compensation ~~Decisions~~.Committee. Each of the named executive officers was a participant in the 2014 Stock Plan.

Because the 2014 Stock Plan was implemented mid-year, awards under the plan were based on the Company’s financial results for the period beginning on July 1, 2014 and ending on December 31, 2014 and paid in the event the Company’s net income was above certain thresholds. The 2014 Stock Plan defines net income the same as the 2014 Bonus Plan.

Prior to the performance period, the Compensation Committee established maximum stock incentive opportunities for the participants in the plan, which was the maximum number of restricted shares a participant could receive under the plan. The maximum stock award set for Messrs. Gleason, Thomas, McKinney, Vance and Russell was 80,000 shares, 33,000 shares, 20,000 shares, 20,000 shares and 6,000 shares respectively. No stock award is payable in the event the Company’s net income is below the threshold amount. In connection with establishing the maximum number of restricted shares for each participant, the Compensation Committee reviewed the number of shares granted to participants in prior years and reviewed pro forma 2014 summary compensation information to evaluate the expected compensation of each of the Company’s named executive officers for 2014, both in terms of total compensation and each individual compensation element. In conjunction with this review, the Compensation Committee targeted restricted stock grants for each of the named executive officers equal to the maximum stock incentive opportunity for Messrs. Thomas, McKinney, Vance and Russell, and 60,000 shares for Mr. Gleason. The Compensation Committee’s review of the 2014 pro forma compensation data suggested that Mr. Gleason’s projected compensation, both in total and with respect to stock-based performance grants, assuming he received the maximum stock award of 80,000 shares, would most likely result in Mr. Gleason’s 2014 total compensation to be out of line with the 2013 Peer Group analysis. Accordingly, in conjunction with the approval of the 2014 Stock Plan, the Compensation Committee’s expectation for the then probable outcome was that Mr. Gleason’s grant of restricted shares would be approximately 60,000 shares instead of the maximum level of 80,000 shares.

Following the performance period, the Committee must determine whether the Company’s performance meets or exceeds the threshold target and determine the final number of shares of restricted stock to be granted to any participant based on the performance. In deciding the amount of the stock award for each participant, the Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period as well as any actual or perceived inappropriate risks taken by participants. The Compensation Committee may exercise discretion to decrease, but not increase, the number of shares granted to a participant under the 2014 Stock Plan as the Committee deems appropriate.

The Company’s threshold target performance goal (adjusted net income) for the performance period was $46.5 million. The Company’s actual adjusted net income for the performance period was $69.59 million (based on actual net income of $66.84 million and adjusted for conversion and acquisition expenses, liquidated charges related to contract terminations, bargain purchase gains, gains in connection with the termination of FDIC loss share agreements, and FHLB pre-payment penalties incurred during the performance period), which was substantially above the target goal set forth in the plan. Based on the Company’s adjusted net income for the performance period, the Compensation Committee approved and granted restricted stock awards to each of the named executive officers as set forth in the table below. The Compensation Committee considered the 2014 executive compensation report prepared by Blanchard in determining the final amount of restricted shares to be granted to each named executive officer. Except for Mr. Gleason, each restricted stock award was granted at such executive’s maximum award amount established under the ~~Chairman~~plan. Consistent with its expectations established as the then-probable outcome at the date the 2014 Stock Plan was approved, the Compensation Committee granted Mr. Gleason 60,000 shares of restricted stock, which was 25% below his maximum stock incentive opportunity. The Compensation Committee approved Mr. Gleason’s award amount after consideration of the aggregate value of all equity awards granted to Mr. Gleason for 2014, his total compensation for 2014 and ~~Chief Executive Officer;~~the overall alignment of Mr. ~~Vance,~~Gleason’s compensation with that of the ~~Chief Operating Officer~~2014 Peer Group analysis from the 2014 Blanchard report.


Executive Officer	Restricted Stock Awards
Executive Officer	Number		Dollar Value ($)(1)
George Gleason		60,000	$	2,059,800
Dan Thomas		33,000	$	1,132,890
Greg McKinney		20,000	$	686,600
Tyler Vance		20,000	$	686,600
Darrel Russell		6,000	$	205,980

These grants of restricted stock vest 100% three years after issuance, assuming continuous employment by the executive officer during this period. The holders of the restricted shares possess all of the rights of a shareholder of the Company, including the right to vote the shares and ~~Chief Banking Officer; and~~the right to receive any dividends. The shares subject to these awards are subject to the Company’s Executive ~~Vice President-Human Resources (“EVP-HR”) meet annually with appropriate senior managers and~~Compensation Clawback Policy.

In order to set grant amounts for stock options awarded to the named executive officers, ~~to review~~ the ~~performance of each employee of the Company. The conclusions reached and recommendations~~Compensation Committee approves individual stock option grants based on these reviews, including salary adjustments and award amounts, if any, are presented to the Compensation Committee. Recommendations related to the compensation for the Chief Operating Officer, the Chief Financial Officer, the Chief Lending Officer and certain other executive officers are made byrecommendations from the Chief Executive Officer, not based on any predetermined criteria or formula. The Compensation Committee determines to grant stock options considering this recommendation, results of the 2014 Blanchard report and the subjective analysis of a number of factors, including, among others, the overall mix of equity-based compensation to cash compensation, the number and frequency of equity awards and the potential for an individual’s contribution and performance to positively impact the Company’s performance. Based upon the foregoing factors, in November 2014 the Compensation Committee granted stock options to the named executive officers as set forth in the table below with an exercise price per share of $36.045, based on the average of the highest reported asked price and the lowest reported bid price for the shares, as quoted on the NASDAQ Global Select Market, on the day of issuance (grant date).

All stock options granted vest 100% three years after issuance, assuming continuous employment by the employee during this period, and expire seven years after issuance unless sooner terminated in accordance with the terms of the Stock Option Plan.

The Company maintains a qualified retirement 401(k) Plan and a Deferred Compensation Plan which are made available to the named executive officers and others as provided below.

The Company’s 401(k) Plan includes a salary deferral feature designed to qualify under Section 401 of the Code. On August 21, 2012, the Board of Directors of the Company approved an amendment to the Company’s 401(k) Plan to make it a Safe-Harbor Cost or Deferral Arrangement (“Safe Harbor CODA”) and to make certain technical corrections to the 401(k) Plan document. As a result of these amendments, (i) certain key employees, including each of the Company’s named executive officers, became eligible to make salary deferrals into the 401(k) Plan effective January 1, 2013, (ii) the 401(k) Plan is not subject to any provisions of the Average Deferral Percentage test described in Code Section 401(k)(3) or the Average Contribution Percentage test described in Code Section 401(m)(2), (iii) the basic matching contribution equals (a) 100% of the amount of the employee’s deferrals that do not exceed 3% of the employee’s compensation for the year plus (b) 50% of the amount of the employee’s elective deferrals that exceed 3% but do not exceed 5% of the employee’s compensation for the year, and (iv) all employer matching contributions made under the provisions of the Safe-Harbor CODA are non-forfeitable.

The Company maintains a Deferred Compensation Plan, which is an unfunded deferred compensation plan for certain key employees. Under the Deferred Compensation Plan, eligible participants, defined to include certain key employees of the Company designated by the Board, may elect prior to January 1st of each year to defer payment of a portion of their compensation on a pre-tax basis, but excluding any amounts realized on exercise of stock options. The deferred compensation is distributable in lump sum or specified installments upon separation from service with the Company or upon specified events constituting an “unforeseeable emergency” as defined in the Deferred Compensation Plan, including medical, housing and other specified emergencies and casualties. Amounts deferred under the Deferred Compensation Plan are to be set aside and invested in certain approved investments (excluding securities of the Company or its affiliates) designated by the Deferred Compensation Plan’s administrative committee, although the Board in its discretion may grant each participant the right to designate how the funds in the participant’s account shall be invested. The Company contribution to the Deferred Compensation Plan was eliminated effective January 1, 2013, in conjunction with the 2012 amendment to the 401(k) Plan described above. For information about contributions, earnings, withdrawals and distributions relating to the Deferred Compensation Plan as it pertains to the named executive officers in fiscal year 2014, see “Executive Compensation— Nonqualified Deferred Compensation Table for Fiscal Year 2014” below.

In addition to the above, the Compensation Committee has approved and adopted certain additional benefit agreements and plans for Mr. Gleason, all of which were approved in 2010. These agreements and plans are intended to bring mutual benefits to Mr. Gleason and the Company. The agreements and plans recognize Mr. Gleason’s years of service to the Company; provide incentives for Mr. Gleason to continue his employment and leadership of the Company; provide financial protection to the Company upon Mr. Gleason’s death by providing “key-man” life insurance benefits for the Company; and are ~~presented~~intended to protect shareholders from adverse market price fluctuations in the Company’s common stock upon the deaths of both Mr. and Mrs. Gleason, either pre-retirement or post-retirement of Mr. Gleason, by providing liquidity to the estate of the second of them to die, thereby reducing or eliminating the need of the estate to liquidate Company common stock held by it or its affiliates to pay estate and other taxes which might be incurred at that time.

A Supplemental Executive Retirement Plan, or SERP, for Mr. Gleason’s benefit, effective May 4, 2010, that provides for 180 equal monthly payments of $32,196.67 each, or $386,360 annually, commencing at the later of Mr. Gleason’s attaining age 70 or his separation from service. If Mr. Gleason continues employment past the SERP’s contemplated retirement date of age 70, such payments will commence at an increased amount upon his separation from service, and, in the event of Mr. Gleason’s early retirement, the amount of such payments will be correspondingly reduced, all as provided in the SERP. The cost of such benefits, assuming a retirement at age 70, will be fully accrued by the Company at such retirement date. The SERP is an “unfunded” plan, and is considered a general contractual obligation of the Company. Funds accrued under the SERP are subject to the claims of the Company’s creditors, and in the event the Company becomes insolvent before payout of the benefits under the SERP, Mr. Gleason will occupy the status of an unsecured creditor of the Company with respect to such benefits;

The purchase by the Bank, with Mr. Gleason’s consent, of three policies of bank owned life insurance (“BOLI”) on the life of Mr. Gleason with aggregate single premiums of $10.2 million and aggregate death benefits exceeding $25 million. The annual accretion in cash surrender value of the BOLI is expected to substantially offset the after-tax cost of the annual accrual for the SERP benefits and the annual payment to Mr. Gleason pursuant to the Executive Life Insurance Agreement. As a result, these transactions are expected to be substantially revenue neutral to the Company on an annual basis until Mr. Gleason’s death. The “at-risk” death benefits of the BOLI (i.e., policy death benefits less cash surrender value), are expected to exceed $15 million, which sums will be used at the death of Mr. Gleason to (i) pay the $3 million pre-retirement split-dollar life insurance benefit described below, (ii) pay the pre-retirement split-dollar life insurance benefit equal to the remaining premiums due on the second to die policy as described below, and (iii) provide the Bank with key-man life insurance income of at least $5.5 million initially and increasing over time. As a result, assuming no change in tax laws, these transactions are expected to generate (i) substantial tax-exempt BOLI income to the Company on

Mr. Gleason’s death, (ii) a pre-retirement split-dollar life insurance benefit of $3 million payable to a beneficiary designated by Mr. Gleason, and (iii) an annual declining pre-retirement split-dollar life insurance benefit amount equal to the balance of the premiums due for the second to die life insurance policies as provided for in the Executive Life Insurance Agreement described above. Mr. Gleason shall have no right to receive any split-dollar benefits following his separation from service for any reason other than his death.

The named executive officers and other executive officers and personnel receive life, health, dental and long-term disability insurance coverage in amounts the Company believes to be competitive with comparable financial institutions. Benefits under these plans are made available to all employees of the Company on comparable terms as those provided to the named executive officers.

In setting compensation for the named executive officers, the Company seeks to find an appropriate balance between fixed and performance based compensation and between short-term and long-term compensation. The chart below illustrates the mix of total compensation in 2014 for Mr. Gleason, individually, and Messrs. McKinney, Thomas, Vance and Russell, as a group.

In addition, during 2014 the Compensation Committee redesigned the executive compensation program to reduce the portion of fixed compensation and place greater focus on variable, performance-based compensation that is tied to explicit quantitative measures. The percentage of total compensation that was performance-based (consisting of awards under the 2014 Bonus Plan and the 2014 Stock Plan) for each named executive officer during 2014 was approximately 59.4% for Mr. Gleason, 60.1% for Mr. Thomas, 60.6% for Messrs. McKinney and Vance and 38.8% for Mr. Russell.

In January 2015, the Compensation Committee approved the 2015 Stock-Based Performance Award Plan (“2015 Stock Plan”) and the 2015 Executive Cash Bonus Plan (“2015 Bonus Plan”). Based on information gained from our shareholder outreach efforts during 2014 and the Compensation Committee’s annual review of executive compensation and market practices, the Compensation Committee made refinements to its performance based incentive plans for 2015, as compared to the 2014 performance plans, including:

each performance metric includes a threshold, target and maximum performance goal that must be achieved before payout. For example, if Company performance is below the threshold amount set for the particular performance metric, the payout related to the particular metric is zero. Performance at or above the threshold level may result in payment up to 75% of the participant’s target incentive opportunity for that particular metric. Company performance that is at or above the target level may result in payment up to 100% of the participant’s target incentive opportunity for that metric. Company performance that is at or above the maximum level may result in payment up to 125% of the participant’s target incentive opportunity for that particular performance metric.

Similar to the 2014 performance plans, the Committee will determine the actual amount of the award to each participant after the end of the performance period, and in doing so, may exercise discretion to decrease, but not increase, any amounts payable under the 2015 performance plans as the Committee deems appropriate. Awards paid to participants under the 2015 Stock Plan will be settled solely in shares of restricted stock to be granted after the performance period and will vest 100% three years after the grant date. Awards paid to participants under the 2015 Cash Plan will be settled solely in cash. All awards received by any executive officer pursuant to the 2015 performance plans may be subject to recovery by the Company under the Company’s Executive Compensation Clawback Policy.

The following is a discussion of the key factors affecting the executive compensation decisions made by the Compensation Committee for ~~approval. The Compensation Committee may approve such recommendations or may exercise~~the Company’s executives, including its ~~discretion~~named executive officers.

Shareholder Advisory Vote. At the Company’s 2014 annual meeting of shareholders, shareholders approved the say-on-pay resolution with a 64% majority vote, a reduction from favorable votes of 96% in ~~modifying any recommended~~2013 and 97% in 2012. Although this shareholder vote on executive compensation ~~salary adjustments or awards.~~was advisory, the Company carefully considered the results of this say-on-pay vote. In response to the say-on-pay vote, the Company reached out to several of its large shareholders to gain a better understanding of shareholder concerns related to its executive compensation policies and practices, corporate governance practices and other matters of shareholder interest. This proxy statement contains further information about the Company’s investor outreach initiatives, including the executive compensation actions taken by the Company, under “Investor Outreach and the 2014 Say-on-Pay Vote” in this CD&A and elsewhere in this proxy statement.

~~Role of the Compensation Committee~~~~. The Compensation Committee has responsibility for reviewing, evaluating~~Retirement and approving the compensation plans, policies and programs of the Company. This includes reviewing and approving compensation for the Company’s directors, officers and other personnel, including awards under incentive compensation and equity-based plans, and any bonus compensation. The Compensation Committee’s

review and approval of compensation includes the total compensation, if any, potentially payable to the Chief Executive Officer and other senior executives under all reasonable scenarios, including death or disability, retirement, voluntary termination, involuntary termination and changes of control.Welfare Benefits

The Company maintains a qualified retirement 401(k) Plan and a Deferred Compensation ~~Committee also reviews, with the Company’s EVP-HR, agreements and benefit plans of the Company~~Plan which are made available to the ~~senior~~named executive officers and others as provided below.

The Company’s 401(k) Plan includes a salary deferral feature designed to ~~other~~qualify under Section 401 of the Code. On August 21, 2012, the Board of Directors of the Company approved an amendment to the Company’s 401(k) Plan to make it a Safe-Harbor Cost or Deferral Arrangement (“Safe Harbor CODA”) and to make certain technical corrections to the 401(k) Plan document. As a result of these amendments, (i) certain key employees, including each of the Company’s named executive officers, became eligible to make salary deferrals into the 401(k) Plan effective January 1, 2013, (ii) the 401(k) Plan is not subject to any provisions of the Average Deferral Percentage test described in Code Section 401(k)(3) or the Average Contribution Percentage test described in Code Section 401(m)(2), (iii) the basic matching contribution equals (a) 100% of the amount of the employee’s deferrals that do not exceed 3% of the employee’s compensation for the year plus (b) 50% of the amount of the employee’s elective deferrals that exceed 3% but do not exceed 5% of the employee’s compensation for the year, and (iv) all employer matching contributions made under the provisions of the Safe-Harbor CODA are non-forfeitable.

The Company maintains a Deferred Compensation Plan, which is an unfunded deferred compensation plan for certain key employees. Under the Deferred Compensation Plan, eligible participants, defined to include certain key employees of the Company designated by the Board, may elect prior to ~~ensure that such arrangements, agreements and benefit plans do not encourage those employees~~January 1st of each year to ~~take unnecessary and excessive risks that could threaten the financial condition~~defer payment of ~~the Company.~~a portion of their compensation on a pre-tax basis, but excluding any amounts realized on exercise of stock options. The ~~Compensation Committee concluded, after such review~~deferred compensation is distributable in lump sum or specified installments upon separation from service with the ~~EVP-HR, that~~Company or upon specified events constituting an “unforeseeable emergency” as defined in the ~~arrangements, agreements~~Deferred Compensation Plan, including medical, housing and ~~benefit plans~~other specified emergencies and casualties. Amounts deferred under the Deferred Compensation Plan are to be set aside and invested in certain approved investments (excluding securities of the Company do not encourage those employees to take such risks. The Compensation Committee expects to continue monitoring and periodically evaluating these incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Company’s oversight of risk management for the organization.

~~Decisions regarding the compensation of the Chief Executive Officer are made~~or its affiliates) designated by the Deferred Compensation ~~Committee. In performing this function,~~Plan’s administrative committee, although the Compensation Committee reviews various measures of corporate performance including long-term growth in deposits, loans and assets, return on average assets, return on average common shareholders’ equity, net interest margin, efficiency ratio, net charge-off ratio, other measures of growth, earnings, asset quality and risk and other factors deemed appropriate, as well as other subjective and qualitative measures, including the results of the most recent “Say on Pay” vote. During 2013, the Compensation Committee engaged an independent third-party compensation consultant to assistBoard in its ~~review~~discretion may grant each participant the right to designate how the funds in the participant’s account shall be invested. The Company contribution to the Deferred Compensation Plan was eliminated effective January 1, 2013, in conjunction with the 2012 amendment to the 401(k) Plan described above. For information about contributions, earnings, withdrawals and ~~approval of~~distributions relating to the ~~compensation arrangements of~~Deferred Compensation Plan as it pertains to the ~~CEO and certain other of the Company’s executive officers. The use of such consultant is discussed below under “Role of Consultants.”~~

The Compensation Committee could, at any time, recommend that the Board modify the Company’s compensation programs, including the mix of components of such programs, if it believes that doing so is appropriate to maintain a close alignment between the interests of management, employees and Shareholders.

~~Role of Consultants.~~ Each year, the Compensation Committee reviews the complexity, profitability and relative performance metrics of the Company as well as the intangible value and performance of the Company’s management team. The goal of this review is to identify parameters by which to evaluate executive pay, ensuring that future compensation arrangements for the selectednamed executive officers ~~are compliant with regulatory practices, competitive~~ in fiscal year 2014, see “Executive Compensation— Nonqualified Deferred Compensation Table for Fiscal Year 2014” below.

In addition to the ~~marketplace and reflective of the Company’s performance and culture. Beginning in 2011,~~above, the Compensation Committee has ~~engaged Blanchard Consulting Group (“Blanchard”)~~approved and adopted certain additional benefit agreements and plans for Mr. Gleason, all of which were approved in 2010. These agreements and plans are intended to ~~assist in this review. Other than in its role as compensation consultant~~bring mutual benefits to Mr. Gleason and the Company. The agreements and plans recognize Mr. Gleason’s years of service to the ~~Compensation Committee, Blanchard performed no services~~Company; provide incentives for Mr. Gleason to continue his employment and leadership of the Company; provide financial protection to the Company upon Mr. Gleason’s death by providing “key-man” life insurance benefits for the ~~Company during 2013~~Company; and ~~had no conflict~~are intended to protect shareholders from adverse market price fluctuations in the Company’s common stock upon the deaths of ~~interest with~~both Mr. and Mrs. Gleason, either pre-retirement or post-retirement of Mr. Gleason, by providing liquidity to the ~~Company or any member of its management.~~

~~In 2011 and 2012, Blanchard performed an independent compensation review~~estate of the ~~CEO and certain other named executives, obtaining competitive data based on parameters identified by~~second of them to die, thereby reducing or eliminating the ~~Compensation Committee. The details of those reviews were discussed in prior proxy statements. For 2013, Blanchard conducted an analysis~~need of the ~~relationship between executive compensation~~estate to liquidate Company common stock held by it or its affiliates to pay estate and ~~business performance~~other taxes which might be incurred at that time.

The agreements and ~~issued a report entitled~~~~Pay vs. Performance – Report of Findings – November 2013~~.

~~In their analysis, Blanchard utilized the same peer group as it used in the October 2012~~~~Executive Compensation Review~~. This custom national peer group was established in 2012 and includes a group of twenty-one high performing publicly-traded banks with total assets as of the 2011 year-end between $2.5 billion and $12.0 billion and a three-year average net income greater than $40 million. Compensation amounts reported for the peer group banks and the Company reflect what was earned in fiscal years 2010, 2011 and 2012, as reported in the 2011, 2012 and 2013 proxy statements, respectively. The twenty-one banks comprising this national peer groupplans include the following:

A Supplemental Executive Retirement Plan, or SERP, for Mr. Gleason’s benefit, effective May 4, 2010, that provides for 180 equal monthly payments of $32,196.67 each, or $386,360 annually, commencing at the later of Mr. Gleason’s attaining age 70 or his separation from service. If Mr. Gleason continues employment past the SERP’s contemplated retirement date of age 70, such payments will commence at an increased amount upon his separation from service, and, in the event of Mr. Gleason’s early retirement, the amount of such payments will be correspondingly reduced, all as provided in the SERP. The ~~analysis compared~~cost of such benefits, assuming a retirement at age 70, will be fully accrued by the ~~Company’s performance on six financial measures~~Company at such retirement date. The SERP is an “unfunded” plan, and is considered a general contractual obligation of the Company. Funds accrued under the SERP are subject to the ~~custom peer group for both the 2012 year-end and a three-year average (2010-2012). The following financial measures were used in the comparison:~~

~~Return On Average Assets~~

~~Return On Average Equity~~

~~Efficiency Ratio~~

~~Non-Performing Assets/Assets~~

~~Core Earnings Per Share Growth~~

~~One-Year Total Shareholder Return~~

~~Blanchard first provided a comparison of the six financial performance measures. The Company’s average financial performance across the six performance metrics ranked at the 89~~^th ~~percentile versus the peer group for 2012. For the three-year period 2010-2012, the Company ranked at the 88~~^th ~~percentile.~~

~~The analysis also compared the total salary, cash compensation (salary + annual cash incentive/bonus), and direct compensation (cash compensation + one-year equity award)~~claims of the Company’s ~~top two executives (determined by salary rank) to that~~creditors, and in the event the Company becomes insolvent before payout of the ~~custom peer group~~benefits under the SERP, Mr. Gleason will occupy the status of an unsecured creditor of the Company with respect to such benefits;

The purchase by the Bank, with Mr. Gleason’s consent, of three policies of bank owned life insurance (“BOLI”) on the life of Mr. Gleason with aggregate single premiums of $10.2 million and aggregate death benefits exceeding $25 million. The annual accretion in cash surrender value of the BOLI is expected to substantially offset the after-tax cost of the annual accrual for the SERP benefits and the annual payment to Mr. Gleason pursuant to the Executive Life Insurance Agreement. As a result, ~~George Gleason, Chairman and CEO, and Dan Thomas, Vice Chairman, Chief Lending Officer and President-RESG were~~these transactions are expected to be substantially revenue neutral to the ~~focus~~Company on an annual basis until Mr. Gleason’s death. The “at-risk” death benefits of the ~~analysis.~~BOLI (i.e., policy death benefits less cash surrender value), are expected to exceed $15 million, which sums will be used at the death of Mr. Gleason to (i) pay the $3 million pre-retirement split-dollar life insurance benefit described below, (ii) pay the pre-retirement split-dollar life insurance benefit equal to the remaining premiums due on the second to die policy as described below, and (iii) provide the Bank with key-man life insurance income of at least $5.5 million initially and increasing over time. As a result, assuming no change in tax laws, these transactions are expected to generate (i) substantial tax-exempt BOLI income to the Company on

The ~~Blanchard report included comparisons~~named executive officers and other executive officers and personnel receive life, health, dental and long-term disability insurance coverage in amounts the Company believes to be competitive with comparable financial institutions. Benefits under these plans are made available to all employees of the ~~peer group~~Company on comparable terms as those provided to the named executive officers.

The Company also provides certain named executive officers with country club memberships, automobile allowances, personal use of corporate aircraft or other perquisites. The Company believes these perquisites provide executives with benefits similar to those they would receive at comparable financial institutions and are necessary for the ~~2012 annual period and for~~Company to remain competitive in the 2010-2012 three-year period average reflecting Low Performance/High Pay, Low Performance/Low Pay, High Performance/High Pay, and High Performance/Low Pay. The analysis provided a comparison of the pay versus performance alignment of the Company’s top two executives relative to the custom peer group. Compared to the peer group, the combined salary for the Company’s top two executives was at the 100^th ~~percentile for 2012. When adding in cash and equity incentives, cash compensation for the top two executives was at the 98~~^th ~~percentile and direct compensation was at the 100~~^th ~~percentile. The findings for the three-year average 2010-2012 indicated that the combined salary for the Company’s top two executives was at the 100~~^th ~~percentile. When adding in cash and equity incentives, cash compensation for the top two executives was at the 91~~^st ~~percentile and direct compensation was at the 95~~^th ~~percentile.~~

Finally, Blanchard provided a summary of the ranking of the Company’s top two executives, independently and combined, versus the peer group for 2010, 2011, and 2012 for salary, cash compensation, direct compensation, and total compensation. When compared to the peer group, Mr. Gleason ranked at the 99^th ~~percentile, 89~~^th ~~percentile and 84~~^th ~~percentile in total compensation for 2012, 2011 and 2010, respectively. When compared to the peer group, Mr. Thomas ranked at the 93~~^rd ~~percentile, 95~~^th ~~percentile and 87~~^th ~~percentile in total compensation for 2012, 2011 and 2010, respectively. When compared to the peer group, combined data for both Mr. Gleason and Mr. Thomas ranked at the 100~~^th ~~percentile, 91~~^st ~~percentile and 85~~^th ~~percentile in total compensation for 2012, 2011 and 2010 respectively.~~

marketplace. The Compensation Committee ~~used~~periodically reviews the ~~Blanchard report, together with recommendations from management,~~personal benefits provided to the executive officers. These benefits and perquisites for the named executive officers are described in ~~its review and determination~~the “All Other Compensation” column of the ~~compensation programs, salary adjustments and equity awards~~Summary Compensation Table for Fiscal Year 2014 under the Company’s executive officers for the current year. The Compensation Committee’s conclusions were reached after subjective assessment of the various recommendations and the Blanchard report considered as a whole, and no specific benchmark or targets were used in the determination of such programs, adjustments and equity awards.

~~The~~2014 Compensation Committee regularly reviews the Company’s compensation program to ensure that the components of the program will allow the Company to achieve the objectives described above. For the year ended December 31, 2013, the principal components of compensation for the Company’s executive officers were:Mix

The Compensation Committee believes the components of the Company’s compensation program balance the mix of cash and equity compensation and current and longer-term compensation in a way that furthers the compensation objectives discussed above.

~~Compensation Mix.~~In setting compensation for the named executive officers, the Company seeks to find an appropriate balance between fixed and performance based compensation and between short-term and long-term compensation. The chart below illustrates the mix of total compensation in 2014 for Mr. Gleason, individually, and Messrs. McKinney, Thomas, Vance and Russell, as a ~~group, based on compensation paid in fiscal year 2013.~~group.

In ~~2013~~addition, during 2014 the ~~Company’s~~Compensation Committee redesigned the executive compensation program ~~consisted~~to reduce the portion of fixed compensation and place greater focus on variable, performance-based compensation that is tied to explicit quantitative measures. The percentage of total compensation that was performance-based (consisting of awards under the ~~following:~~

~~Base Salary~~~~. Base salary levels for~~2014 Bonus Plan and the named executive officers and other executive officers were subjectively determined with consideration given to the following factors: (1) individual performance contributions in accordance with the compensation philosophy of the Company, (2) senior management’s perception and understanding of the appropriate salary levels that are necessary to remain competitive within the markets in which the Company operates and (3) the Company’s budgetary parameters established for the full year.

During 2013, base salaries paid to the Company’s executive officers as a group (including the Chief Executive Officer) increased 22.6%. The base salaries paid to the five named executive officers in 2013 increased 29.4%, slightly higher than the increases in base salaries for all executive officers as a group as a result of above average increases for Messrs. Gleason and Vance as discussed below.

~~The table below discloses base salary~~2014 Stock Plan) for each named executive officer ~~in years 2012 and 2013 and the percentage increase in their 2013 base salary from their 2012 base salary. The relatively larger increase in the base salary for Mr. Vance~~during 2014 was based primarily on the increase in his responsibilities throughout 2013, including his transition to Chief Operating Officer during the fourth quarter of 2013. The relatively larger increase in the base salaryapproximately 59.4% for Mr. Gleason, ~~was~~60.1% for Mr. Thomas, 60.6% for Messrs. McKinney and Vance and 38.8% for Mr. Russell.

each performance metric includes a threshold, target and maximum performance goal that must be achieved before payout. For example, if Company performance is below the threshold amount set for the particular performance metric, the payout related to the particular metric is zero. Performance at or above the threshold level may result in ~~recognition~~payment up to 75% of the ~~extraordinary~~participant’s target incentive opportunity for that particular metric. Company performance that is at or above the target level may result in payment up to 100% of the participant’s target incentive opportunity for that metric. Company ~~and Mr. Gleason’s significant contributions~~performance that is at or above the maximum level may result in ~~all areas~~payment up to 125% of the ~~Company’s business.~~

   Base Compensation Paid
Named Executive Officer
   2012    2013    Percentage Increase
George Gleason
   $ 1,225,000       $ 1,730,769       41.3 %
Greg McKinney
   315,000       368,077       16.8
Dan Thomas
   1,025,000       1,242,308       21.2
Tyler Vance
   260,000       366,923       41.1
Darrel Russell
   235,000       252,308       7.4

~~Cash Incentive Compensation.~~ ~~Cash~~participant’s target incentive ~~compensation consists of incentive compensation based on a mathematical formula of profit center or division profitability. Only certain personnel are eligible~~opportunity for that particular performance metric.

Similar to ~~receive incentive compensation. None~~the 2014 performance plans, the Committee will determine the actual amount of the ~~five named executive officers participated~~award to each participant after the end of the performance period, and in ~~a cash incentive plan~~doing so, may exercise discretion to decrease, but not increase, any amounts payable under the 2015 performance plans as the Committee deems appropriate. Awards paid to participants under the 2015 Stock Plan will be settled solely in ~~2013.~~

~~Equity Incentive Plans~~~~. The Compensation Committee believes that stock options and awards~~shares of restricted stock ~~provide an appropriate incentive~~ to ~~encourage management, particularly senior management,~~be granted after the performance period and will vest 100% three years after the grant date. Awards paid to ~~maximize long-term shareholder returns since~~participants under the ~~value of stock options and restricted stock bear a direct correlation~~2015 Cash Plan will be settled solely in cash. All awards received by any executive officer pursuant to ~~long-term appreciation in~~ the ~~Company’s stock price. Grants~~2015 performance plans may be subject to recovery by the Company under the Company’s ~~Employee Stock Option Plan~~Executive Compensation Clawback Policy.

The following is a discussion of the ~~Company’s 2009 Restricted Stock Plan have~~key factors affecting the effect of more closely aligning the interests of management with the interests of Shareholders, while at the same time providing a valuable tool for attracting, rewarding and retaining key employees. The Company has not repriced or otherwise modified options previously issued except to make adjustments as provided in the plans for stock splits.

In order to set grant amounts for stock options and restricted stock, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Chief Lending Officer prepare recommendations, not based on any predetermined criteria or formula, toexecutive compensation decisions made by the Compensation Committee for the ~~number~~Company’s executives, including its named executive officers.

Shareholder Advisory Vote. At the Company’s 2014 annual meeting of ~~options~~shareholders, shareholders approved the say-on-pay resolution with a 64% majority vote, a reduction from favorable votes of 96% in 2013 and ~~restricted shares to be issued to all officers of~~97% in 2012. Although this shareholder vote on executive compensation was advisory, the Company ~~(including themselves),~~carefully considered the results of this say-on-pay vote. In response to the say-on-pay vote, the Company reached out to several of its large shareholders to gain a better understanding of shareholder concerns related to its executive compensation policies and practices, corporate governance practices and other matters of shareholder interest. This proxy statement contains further information about the Company’s investor outreach initiatives, including the executive compensation actions taken by the Company, ~~personnel. The Compensation Committee determines to grant stock options and restricted stock considering this recommendation, results of the Blanchard report~~under “Investor Outreach and the ~~subjective analysis of a number of factors, including, among others, the overall mix of equity-based compensation to cash compensation, the number~~2014 Say-on-Pay Vote” in this CD&A and ~~frequency of equity awards and the potential for an individual’s contribution and performance to positively impact the Company’s performance.~~elsewhere in this proxy statement.

Based upon the foregoing factors, in November 2013, the Compensation Committee granted options to purchase a total of 239,000 shares of Common Stock to officers and employees at a weighted-average exercise price per share of $49.59. All options were issued under the Company’s Employee Stock Option Plan at an exercise price equal to the fair market value of the shares of Common Stock on the date of grant, determined as the average of the highest reported asked price and the lowest reported bid price for the shares, as quoted on the NASDAQ Global Select Market on the day of issuance. All employee stock options issued in 2013 vest 100% three years after issuance, assuming continuous employment by the eligible employee during this period, and expire seven years after issuance unless sooner terminated in accordance with the terms of the Employee Stock Option Plan.

In November 2013, the Compensation Committee granted 109,800 shares of restricted stock to 49 officers and employees (including a total of 67,300 shares to the Company’s eight executive officers). These restricted shares vest 100% three years after issuance, assuming continuous employment by the officer during this period. The holders of the restricted shares possess all of the rights of a Shareholder of the Company holding the Common Stock that is the subject of the Restricted Stock, including the right to vote the shares and the right to receive any dividends.

For the number of options and restricted shares granted to each named executive officer in 2013, refer to the table entitled “Grants of Plan-Based Awards in Fiscal Year 2013” under the section “Executive Compensation” below.

The Company maintains a qualified retirement 401(k) Plan and a Deferred Compensation Plan which are made available to the named executive officers and others as provided below.

The Company’s 401(k) Plan includes a salary deferral feature designed to qualify under Section 401 of the ~~Internal Revenue Code of 1986, as amended (the “Code”).~~Code. On August 21, 2012, the Board of Directors of the Company approved an amendment to the Company’s 401(k) Plan ~~whereby the Plan was amended (i)~~ to make it a Safe-Harbor Cost or Deferral Arrangement (“Safe Harbor CODA”) and ~~(ii)~~ to make certain technical corrections to the 401(k) Plan document. As a result of these amendments, (i) certain key employees, including each of the Company’s named executive officers, became eligible to make salary deferrals into the 401(k) Plan effective January 1, 2013, (ii) the 401(k) Plan is not subject to any provisions of the Average Deferral Percentage test described in Code Section 401(k)(3) or the Average Contribution Percentage test described in Code Section 401(m)(2), (iii) the basic matching contribution equals (a) 100% of the amount of the employee’s deferrals that do not exceed 3% of the employee’s compensation for the year plus (b) 50% of the amount of the employee’s elective deferrals that exceed 3% but do not exceed 5% of the employee’s compensation for the year, and (iv) all employer matching contributions made under the provisions of the Safe-Harbor CODA are non-forfeitable.

The Company maintains a Deferred Compensation ~~Committee recommended, and the Board approved,~~Plan, which is an unfunded deferred compensation plan for certain key employees. Under the Deferred Compensation Plan, eligible participants, defined to include certain key employees of the Company designated by the Board, may elect prior to January 1st of each year to defer payment of a portion of their compensation on a pre-tax basis, but excluding any amounts realized on exercise of stock options. The deferred compensation is distributable in lump sum or specified installments upon separation from service with the Company or upon specified events constituting an “unforeseeable emergency” as defined in the Deferred Compensation Plan, including medical, housing and other specified emergencies and casualties. Amounts deferred under the Deferred Compensation Plan are to be set aside and invested in certain approved investments (excluding securities of the Company or its affiliates) designated by the Deferred Compensation Plan’s administrative committee, although the Board in its discretion may grant each participant the right to designate how the funds in the participant’s account shall be invested. InThe Company contribution to the Deferred Compensation Plan was eliminated effective January 1, 2013, in conjunction with the 2012 amendment to the 401(k) Plan described ~~above, the Company contribution to the Deferred Compensation Plan has been eliminated, effective January 1, 2013.~~

~~Refer to the Nonqualified Deferred Compensation Table for Fiscal Year 2013 under the section “Executive Compensation” below for~~above. For information about contributions, earnings, withdrawals and distributions relating to the ~~Company’s deferred compensation plan~~Deferred Compensation Plan as it pertains to the named executive officers in fiscal year ~~2013.~~2014, see “Executive Compensation— Nonqualified Deferred Compensation Table for Fiscal Year 2014” below.

In addition ~~refer~~ to the ~~discussion~~above, the Compensation Committee has approved and adopted certain additional benefit agreements and plans for Mr. Gleason, all of which were approved in 2010. These agreements and plans are intended to bring mutual benefits to Mr. Gleason and the Company. The agreements and plans recognize Mr. Gleason’s years of service to the Company; provide incentives for Mr. Gleason to continue his employment and leadership of the Company; provide financial protection to the Company upon Mr. Gleason’s death by providing “key-man” life insurance benefits for the Company; and are intended to protect shareholders from adverse market price fluctuations in the Company’s common stock upon the deaths of both Mr. and Mrs. Gleason, either pre-retirement or post-retirement of Mr. Gleason, by providing liquidity to the estate of the second of them to die, thereby reducing or eliminating the need of the estate to liquidate Company common stock held by it or its affiliates to pay estate and other taxes which might be incurred at that time.

A Supplemental Executive Retirement Plan, or SERP, for Mr. Gleason’s benefit, effective May 4, 2010, that provides for 180 equal monthly payments of $32,196.67 each, or $386,360 annually, commencing at the later of Mr. Gleason’s attaining age 70 or his separation from service. If Mr. Gleason continues employment past the SERP’s contemplated retirement date of age 70, such payments will commence at an increased amount upon his separation from service, and, in the event of Mr. Gleason’s early retirement, the amount of such payments will be correspondingly reduced, all as provided in the SERP. The cost of such benefits, assuming a retirement at age 70, will be fully accrued by the Company at such retirement date. The SERP is an “unfunded” plan, and is considered a general contractual obligation of the Company. Funds accrued under ~~“Chairman~~the SERP are subject to the claims of the Company’s creditors, and ~~Chief~~in the event the Company becomes insolvent before payout of the benefits under the SERP, Mr. Gleason will occupy the status of an unsecured creditor of the Company with respect to such benefits;

The following is a discussion of the key factors affecting the executive compensation decisions made by the Compensation Committee for the Company’s executives, including its named executive officers.

Shareholder Advisory Vote. At the Company’s 2014 annual meeting of shareholders, shareholders approved the say-on-pay resolution with a 64% majority vote, a reduction from favorable votes of 96% in 2013 and 97% in 2012. Although this shareholder vote on executive compensation was advisory, the Company carefully considered the results of this say-on-pay vote. In response to the say-on-pay vote, the Company reached out to several of its large shareholders to gain a better understanding of shareholder concerns related to its executive compensation policies and practices, corporate governance practices and other matters of shareholder interest. This proxy statement contains further information about the Company’s investor outreach initiatives, including the executive compensation actions taken by the Company, under “Investor Outreach and the 2014 Say-on-Pay Vote” in this CD&A and elsewhere in this proxy statement.

Role of the Compensation Committee. The Compensation Committee has responsibility for reviewing, evaluating and approving the compensation plans, policies and programs of the Company. This includes reviewing and approving compensation for the Company’s directors, officers and other personnel, including awards under incentive compensation, and equity-based plans, and any bonus compensation. The Compensation Committee reviews and considers historical compensation data for the Company’s executives. This data includes summaries of cash and equity compensation received in past years by each executive. In addition, the Compensation Committee reviews the executives’ total annual compensation, including cash and non-cash direct compensation, benefits and savings under retirement plans and equity compensation programs, perquisites and amounts potentially payable to the executives under all reasonable scenarios, including death or disability, retirement, voluntary termination, involuntary termination and changes of control. It reviews the performance of the Company and the executives during the year, taking into account established goals, leadership qualities, operational performance, responsibilities, experience, and long-term potential to enhance shareholder value. During 2014, the Compensation Committee engaged an independent third-party compensation consultant to assist in its review and approval of the compensation arrangements of the CEO and certain other of the Company’s executive officers. The use of such consultant is discussed below under “—Role of Independent Compensation Consultant.” In addition to peer group compensation information and general industry compensation information, the Compensation Committee reviews internal pay comparisons among the Company’s executives to ensure that the Company’s executive compensation program reflects the executives’ positions, responsibilities, and contributions to the Company.

Recommendations of the Chief Executive Officer. The Company’s Chief Executive Officer, George Gleason, provides recommendations regarding compensation actions for all of the other named executive officers based upon the compensation parameters established by the Compensation Committee. In making these recommendations, the Chief Executive Officer evaluates the performance of the executives during the prior year against Company and individual performance goals. The Chief Executive Officer’s recommendations reflect his

assessment of an individual executive officer’s contributions to the performance of the Company. The Company’s Executive Vice President-Human Resources (“EVP-HR”) assists the Chief Executive Officer by collecting and organizing relevant historical and current compensation information, including information received from the Compensation Committee’s consultant, as well as peer group compensation information and industry trends. The Company’s EVP-HR participates in all regularly scheduled Compensation Committee meetings.

The Chief Executive Officer and the Compensation Committee actively discuss compensation decisions for the Company’s executives. However, the Compensation Committee has the ultimate decision-making authority and responsibility for compensation decisions affecting the Company’s executives, including its named executive officers. The Chief Executive Officer does not play any role in any decision affecting his own compensation.

Role of Independent Compensation Consultant.The Compensation Committee has the authority under its charter to retain the services of outside advisors. The Compensation Committee has retained a compensation consultant in the past to advise on the design and implementation of the various elements of the executive compensation program. The Compensation Committee engaged Blanchard Consulting Group (“Blanchard”) as its independent compensation consultant in 2013 and 2014 to assist in determining the composition of the Company’s peer group for executive compensation purposes and the review of the Company’s executive compensation program and director compensation program for 2014. Blanchard also provided advice and information on other executive compensation matters, including executive pay components, prevailing market practices, relevant legal and regulatory requirements, and peer-group data.

The Compensation Committee ~~has reviewed Mr. Gleason’s~~considered whether there were any conflicts of interest created by its engagement of Blanchard to provide compensation ~~package~~consulting services in 2013 and 2014. Its consideration focused on (i) the ~~context of Mr. Gleason’s historical compensation levels, his contribution~~fact that Blanchard doesn’t provide any services to the Company ~~including~~other than compensation consulting services to the Compensation Committee, (ii) the conflicts of interest policies and procedures of the Company and of Blanchard, (iii) the lack of any relationships between Blanchard and members of the Company’s Board of Directors, (iv) Company stock owned by Blanchard and its employees and (v) the lack of any relationships between Blanchard and any of the Company’s executive officers. Based on this assessment, the Compensation Committee concluded that no conflicts of interest existed with respect to Blanchard or its engagement by the Compensation Committee.

Stock Ownership Guidelines.In February 2015, our Board of Directors approved and adopted new Stock Ownership Guidelines. Under these guidelines, each non-employee director, the Chief Executive Officer and each other executive officer with the title below must beneficially own shares of our common stock as follows for as long as such individual ~~merit~~is subject to the guidelines:

Each director or executive officer having one of the titles above is expected to come into compliance with the stock ownership guidelines within five years of (i) being elected (for directors) or promoted to an applicable position (for executive officers) or (ii) the date the guidelines were adopted, whichever is later. Each individual covered by the guidelines must retain at least 75% of the number of net shares of common stock acquired on vesting of restricted stock or on exercise of stock options until he or she achieves the appropriate minimum ownership level. Executives and ~~performance, his significant responsibilities, including assigned duties, relative compensation~~directors must maintain free and clear ownership of ~~comparable positions within~~all shares required to meet the ~~industry~~applicable guidelines. Shares above the applicable threshold amount may be pledged. The Compensation Committee administers the guidelines and may, in its discretion, consider exceptions if the guidelines place a severe financial hardship on an individual or for charitable gifts, estate planning transactions and certain other limited circumstances. All current directors and executive officers having one of the titles above comply with the stock ownership guidelines.

Risk Management of Compensation Practices. The Compensation Committee annually reviews, with the assistance of members of senior management and the ~~Blanchard report. Based upon~~Company’s EVP-HR, as appropriate, compensation arrangements, agreements and benefit plans of the Company made available to the named executive officers and to all other employees of the Company to ensure that such arrangements, agreements and benefit plans do not encourage those employees to take unnecessary and excessive risks that could threaten the financial condition of the

Company. In connection with this review, the Compensation Committee ~~believes~~reviews an inventory of its executive and non-executive compensation programs, with particular emphasis on incentive compensation plans or programs. The Compensation Committee evaluates, with the ~~level~~assistance of ~~Mr. Gleason’s compensation for 2013 was appropriate.~~

In addition to his base salary, during 2013 Mr. Gleason received other compensation which consisted of (i) an automobile allowance of $8,400, (ii) matching contributions of $10,200 under the Company’s 401(k) Plan which were determined on a basis consistent with all other participating employees, (iii) 32,000 shares of restricted stock vesting three years after issuance, (iv) options to purchase 32,000 sharesappropriate officers of the ~~Common Stock at an exercise price~~Company, the primary components of ~~$49.59 per share vesting three years after issuance, (v) accruals of $155,798~~its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. The Compensation Committee considers various risk-mitigating policies adopted by the Company in connection with this analysis, including the Company’s stock ownership guidelines, incentive compensation clawback policy, and anti-hedging policy. The Compensation Committee concluded, after such review, that the arrangements, agreements and benefit plans of the Company do not encourage those employees to ~~recognize benefits~~take such risks. The Compensation Committee expects to ~~Mr. Gleason under a Supplemental Executive Retirement Plan discussed~~continue monitoring and periodically evaluating these incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Company’s oversight of risk management for the organization.

Policy Against Hedging Activities.The Company is dedicated to growing its business and enhancing shareholder value in ~~more detail below, (vi) payments~~all that we do in an ethical way and being mindful of ~~$424,451~~the need to ~~Mr. Gleason under an Executive Life Insurance Agreement discussed in more detail below, (vii) certain non-cash taxable benefits~~avoid taking actions that pose undue risk or have the appearance of ~~$11,492 to Mr. Gleason related~~posing undue risk to the ~~increase~~institution. Our goal is to grow shareholder value in ~~cash surrender value~~both the short term and in the longer term, and we expect our directors, officers and employees to have the same goals as the Company that are reflected in their trading activities in the Company’s securities. The Company considers it inappropriate for any director, officer or employee to enter into speculative transactions in the Company’s securities. Our Board has adopted, as part of ~~three life insurance policies~~our insider trading policy, prohibitions against our directors, officers and employees engaging in hedging activities involving the Company’s securities, including short sales of ~~bank owned life insurance discussed~~our securities and transactions in ~~more detail below, (viii) $22,108 value for personal use of corporate aircraft, and (ix) payment of $4,026 of payroll taxes related to certain of these benefits.~~puts, calls, options or other derivative securities based on the Company’s securities.

~~In 2010,~~Clawback Policy. On January 13, 2015, the Compensation Committee ~~approved and~~ adopted an Executive Compensation Clawback Policy for recovery of incentive compensation from the Company’s executive officers under certain ~~benefit agreements and plans for Mr. Gleason. These agreements and plans are intended to bring mutual benefits to Mr. Gleason and~~circumstances. The Clawback Policy provides that the ~~Company. The agreements and plans recognize Mr. Gleason’s years of service~~Company will, to the ~~Company; provide incentives for Mr. Gleason~~extent permitted by applicable law, require reimbursement or forfeiture of all or a portion of any incentive compensation awarded to ~~continue his employment with the leadership~~an executive officer of the Company ~~over~~after the ~~next 10 years; provide~~date of adoption of the Clawback Policy where the Compensation Committee has determined that all of the following factors are present: (i) the Company is required to prepare an accounting restatement due to material noncompliance with any financial ~~protection~~reporting requirement under the securities laws, (ii) the award, vesting or payment of the incentive compensation was predicated upon the achievement of certain financial results that were the subject of the restatement and such award, vesting or payment occurred or was received during the three-year period preceding the date on which the Company is required to prepare the restatement, and (iii) a smaller award, vesting or payment would have occurred or been made to the Company upon Mr. Gleason’s death by providing “key-man” life insurance benefits for the Company; and are intended to protect Shareholders from adverse market price fluctuations in the Company’s Common Stockexecutive officer based upon the ~~deaths~~restated financial results. In each such instance, the Company will seek to recover or cancel the amounts by which an executive officer’s incentive compensation that was awarded, vested or paid during the three-year period referenced above exceeded the amounts that would have been awarded, vested or paid based on the restated financial results, net of ~~both Mr. and Mrs. Gleason, either pre-retirement~~taxes paid or ~~post-retirement of Mr. Gleason,~~payable by ~~providing liquidity~~the executive officer with respect to the ~~estate~~recoverable compensation.

Deductibility of the second of them to die, thereby reducing or eliminating the need of the estate to liquidate Company Common Stock held by it or its affiliates to pay estate and other taxes which might be incurred at that time.

Executive Compensation. Section 162(m) of the Code generally limits the deductibility for federal income tax purposes of annual compensation paid to certain covered executive officers (including the Chief Executive Officer) in excess of $1 million, subject to certain exceptions, including an exception for performance based pay. ~~In 2013,~~The Company aims to design the ~~Company did not limit~~performance-based compensation paid to its named executive officers so that it will satisfy the requirements for deductibility under Section 162(m). The Compensation Committee considers Section 162(m) when making compensation decisions, but other considerations, such as providing the Company’s named executive officers with competitive and adequate incentives to remain with and increase the Company’s business operations, financial performance and prospects, as well as rewarding extraordinary contributions, also significantly factor into the Compensation Committee’s decisions. The Compensation Committee has and expects to continue to authorize payment of compensation to ~~certain covered executives to~~ the ~~$1.0 million deduction limit, and as a result,~~Company’s named executive officers outside the ~~Company was not able to claim a deduction for such excess payments. The Company believes that amounts paid in excess~~deductibility limitation of $1.0 million, including amounts attributable to performance-based pay, and the cost of the lost tax deduction, were justifiable in order for the Company to remain competitive with peer financial institutions. The Board has proposed elsewhere in this proxy statement to amend and restate the 2009 Restricted Stock Plan to provide for performance-based awards which would not be subject to the $1 million deduction limit under Section 162(m) ~~of the Code. See “Board Proposal No. 4: Amendment and Restatement of the 2009 Restricted Stock Plan.”~~under certain circumstances.

The following table sets forth the total compensation awarded, earned by or paid during the ~~year ended December 31, 2013~~last three years with respect to the Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers of the ~~Company other than the Chief Executive Officer and Chief Financial Officer.~~Company.

All grants of options to employees are made under the Bank of the Ozarks, Inc. ~~Employee~~ Stock Option Plan and all grants of restricted stock to employees are made under the ~~Bank of the Ozarks, Inc. 2009~~Amended and Restated Restricted Stock and Incentive Plan. The following table sets forth information concerning options and ~~restricted stock~~incentive awards granted in the last fiscal year with respect to the named executive officers.

The following table sets forth information as of December 31, ~~2013~~2014 on all outstanding equity awards previously awarded to the named executive officers (as adjusted for the Company’s stock split that occurred on ~~August 16, 2011)~~June 23, 2014).

The following table sets forth information concerning exercise of options during the last fiscal year and stock awards that vested for the named executive officers during the fiscal year ended December 31, ~~2013.~~2014.

The Company has a non-qualified, unfunded supplemental executive retirement plan, referred to as a “SERP,” that is designed to provide retirement benefits to Mr. Gleason. Under the SERP, commencing on the later of Mr. Gleason’s attaining age 70 or his separation from service with the Company, Mr. Gleason is entitled to receive monthly payments of $32,196.67 for 180 months, or $386,360 annually. The cost of such benefits, assuming a normal retirement age of 70, will be fully accrued by the Company at such retirement date. If Mr. Gleason continues employment past the normal retirement age of 70, the monthly payments will commence at an increased amount upon his separation from service, and, in the event of Mr. Gleason’s early retirement, the amount of such payments will be correspondingly reduced, pursuant to the terms of the SERP.

Mr. Gleason is fully vested in the SERP, subject to a decrease in the amount of monthly payments under the SERP should Mr. Gleason retire from the Company before attaining age 70. The present value of accumulated benefits in the table below was computed using an assumed discount rate of 6.17% and assuming that Mr. Gleason will retire from the Company at age 70.

The following table provides information about contributions, earnings, withdrawals and distributions in regard to the named executive officers under the Company’s Deferred Compensation Plan. See the ~~“Compensation~~“Compensation Discussion and Analysis – 2014 Executive Compensation ~~Components for 2013~~ – Retirement and Welfare ~~Benefits”~~Benefits” section of this proxy statement for a description of this plan.

Except as described below, the Company and the named executive officers have no contract or agreement with respect to termination or post-employment compensation to be paid in connection with a change in control of the Company.

~~Under both~~Stock options granted after the ~~Company’s Employee~~amendment and restatement of the Stock Option Plan (see Board Proposal No. 2) will not automatically vest in the event of a change of control and will be treated as follows: (i) if the successor company assumes, continues or replaces the outstanding options (with equivalent or more favorable terms) then the outstanding options will not accelerate and will continue pursuant to the terms of the award unless, if within 24 months following a change of control, any participant’s service with the Company is terminated by the Company for a reason other than gross negligence or deliberate misconduct which demonstrably harms the Company, or if any such person shall have resigned for good reason (as defined in the Stock Option Plan) then the outstanding stock options will immediately accelerate; and (ii) if the outstanding options are not assumed, continued or replaced by the successor company then such outstanding options will accelerate upon a change of control. Pursuant to the grant agreements under the Company’s 2009 Restricted Stock Plan and for options granted prior to the amendment and restatement of the Stock Option Plan, all outstanding and unexercised options or restricted stock, whether or not previously vested, including the equity awards in favor of Mr. Gleason and the other named executive officers reflected in the table captioned “Outstanding Equity Awards at 2013 Fiscal Year End” of this proxy statement, will be accelerated and become fully vested and exercisable upon the occurrence of a ~~“change~~change in ~~control” under the Employee Stock Option Plan or the 2009 Restricted Stock Plan.~~ control.

A “change in control,” as defined in the ~~option agreements issued under~~Stock Option Plan and in the ~~Employee~~2009 Restricted Stock ~~Option~~ Plan includes: (i) a merger, combination, consolidation or reorganization of the Company where the outstanding voting securities of the Company prior to the closing of such a transaction do not continue to represent at least 51% of the combined voting securities of the resulting or successor company; (ii) the election to the board of directors within any two consecutive years of persons who did not represent a majority of the directors at the beginning of the two year period unless they were elected with the approval of at least 2/3 of the number of directors at the beginning of such period that are continuing as directors; (iii) the acquisition by any person, ~~of 25% or more~~other than employee benefit plans of the ~~outstanding voting securities of the~~ Company, (excluding the number of securities held by any such person as of the effective date of the Employee Stock Option Plan); (iv) the sale of all or substantially all the assets of the Company; and (v) any other business combination or event deemed by the Board to constitute a change in control. The 2009 Restricted Stock Plan contains identical triggering provisions as the Employee Stock Option Plan except that the 2009 Restricted Stock Plan expands upon the definition of “change in control” and updates the trigger in the Employee Stock Option Plan described in clause (iii) above, to include the acquisition by any person, entity or group acting in concert, of 25% or more of the outstanding voting securities of the Company (excluding the number of securities held by any such person who controlled 10% or more of the voting securities of the Company as of the effective date of the ~~2009 Restricted Stock Plan).~~plan); (iv) the sale of all or substantially all the assets of the Company; and (v) any other business combination or event deemed by the Board to constitute a change in control.

Except as described above and in the following paragraph, the Company’s employment arrangements with Mr. Gleason provide for no termination or post-employment compensation to be paid, ~~nor for compensation to be paid to Mr. Gleason~~including in the event of a change in control of the Company.

The ~~Supplemental Executive Retirement Plan (“SERP”)~~SERP for Mr. Gleason described ~~above~~in the CD&A includes provisions that define a “change in control” to include:

1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or the Company that have a total gross fair market value equal to more than 40% of the total gross fair market value of all of the assets of the Bank or the Company immediately prior to such acquisition. For this purpose, gross fair market value means the value of the assets of the ~~corporation,~~Bank or the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

If a ~~Change~~“Change in ~~Control~~Control” occurs, and within ~~twenty-four (24)~~24 months thereafter, Mr. Gleason has an involuntary ~~Separation~~“Separation from ~~Service~~Service” or a voluntary ~~Separation~~“Separation from Service for Good Reason,” Mr. Gleason shall be entitled to receive a lump sum payment equal to the present value of his ~~Supplemental~~“Supplemental Retirement ~~Benefit~~Benefit” at his ~~Normal~~“Normal Retirement Date,” or if such Separation from Service occurs after Mr. Gleason’s Normal Retirement Date, the present value of his Adjusted Supplemental Retirement Benefit at his then current age. For purposes of determining present value, the ~~Interest Factor~~interest factor applicable to a Change in Control shall apply. Such lump sum payment shall be paid within ~~ninety (90)~~90 days of the Separation from Service, or if Mr. Gleason is a Specified Employee at the time of his Separation from Service, within ~~ninety (90)~~90 days following the earlier of the date of his death or six (6) months following the date of his Separation from Service.

If a Change in Control shall occur after commencement of payment of ~~one hundred eighty (180)~~180 equal monthly installments to either Mr. Gleason or his ~~Beneficiary,~~beneficiary, then, as the case may be, Mr. Gleason shall be entitled to receive a lump sum payment equal to the present value of the remaining monthly installments otherwise due him and the ~~Beneficiary~~beneficiary shall be entitled to receive a lump sum payment equal to the present value of the remaining monthly installments otherwise due the ~~Beneficiary.~~beneficiary. For purposes of determining present value, the Interest Factor applicable to a Change in Control shall apply. Such lump sum payment shall be paid within ~~ninety (90)~~90 days of the date of the Change in Control.

Assuming that a Change in Control occurred on December 31, ~~2013~~2014 and that Mr. Gleason had an involuntary Separation from Service or a Separation from Service for Good Reason, the amount payable to him would have been approximately ~~$2,950,000.~~$3,425,000.

Capitalized terms used but not defined in this section of the proxy statement shall have the meanings given to such terms in the SERP.

It is the role of the Compensation Committee, on behalf of the Board, to review and approve any changes to the compensation of our non-employee directors. The Board and the Compensation Committee believe that director compensation should fairly compensate directors for the work required by directors of a publicly-traded bank holding company of comparable size and market capitalization as the Company, that the compensation should align the directors’ interests with the long-term interests of shareholders and that the structure of the compensation should be transparent and easy for shareholders to understand.

In ~~2013~~2014 non-employee directors were paid fees of $5,000 per meeting for attendance at the regular quarterly board meetings, ~~held~~a $15,000 meeting fee for attendance at the ~~Company’s headquarters, $12,500 for a~~extended two and a half day annual board meeting, ~~held at various Company locations in North Carolina,~~ and $1,000 for attendance at special board meetings. A fee of $500 per meeting was paid for all regular or special committee meetings attended. Employee directors are not paid any fees for their service on the Board or Board committees.

Additionally, the Company has a Non-Employee Director Stock Option Plan. Under this plan each non-employee director receives an ~~initial grant of an~~ option to purchase up to 2,000 shares of ~~Common Stock~~common stock upon his or her initial election as a director, and an option to purchase 2,000 shares of ~~Common Stock~~common stock following his or her re-election as a director at each annual meeting of ~~Shareholders.~~shareholders. On ~~April 16, 2013,~~May 20, 2014, the Company granted options to each of its non-employee directors to purchase ~~2,000~~4,000 shares ~~of Common Stock~~(split-adjusted) at ana split-adjusted exercise price of $40.25 per share. On August 6, 2013, in connection with her election to the Board, the Company granted an option to Dr. Freedberg to purchase 2,000 shares of Common Stock at an exercise price of $47.68$29.05 per share. All options granted to non-employee directors became exercisable in full upon grant and expire 10 years after issue.

The following table sets forth compensation information for ~~2013~~2014 with respect to non-employee directors.

To continue our ability to attract and retain highly-qualified individuals to serve as directors, during 2014, the Compensation Committee sought to more closely align our director compensation with that paid by other companies in our peer group. In November 2014, the Compensation Committee considered a report prepared by Blanchard comparing the Company’s director compensation program to the director compensation program for each of the banks used in the 2014 Peer Group. In light of this report, the Compensation Committee approved, and the Board ratified, an increase in the cash component of the compensation to be paid to our non-employee directors to be effective January 1, 2015, as follows:

In addition, the Compensation Committee approved, and the Board ratified, the Bank of the Ozarks, Inc. Non-Employee Director Stock Plan, or Director Plan, which is being presented to shareholders for approval at the Annual Meeting (Board Proposal No. 3). If the Director Plan is approved by our shareholders at the Annual Meeting, non-employee directors will receive awards of common stock equal to $25,000 upon election or re-election each year, rather than stock options under the Non-Employee Director Stock Option Plan. For more information about the Director Plan, see Board Proposal No. 3.

~~We have~~The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis ~~contained in this proxy statement~~required by Item 402(b) of SEC Regulation S-K with ~~management. Based~~management and, based on ~~this~~such review and ~~such~~ discussions, wethe Compensation Committee recommended to the Board ~~of Directors~~ that the Compensation Discussion and Analysis be included in ~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and~~ this proxy statement.

During ~~2013~~2014 the Compensation Committee consisted of Messrs. Qualls, as Chairman, Brown, Reynolds and Kenny. Effective January 1, 2015, Mr. Brown became Chairman of the Compensation Committee and Dr. Qualls’ term on the committee ended. No member of the Compensation Committee is a former or current officer or employee of the Company or any of its subsidiaries, and the Board has determined that each member of the Compensation Committee qualifies as “independent” under NASDAQ listing standards and the applicable SEC standards. No member of the Compensation Committee serving during 2014 was a party to a transaction, relationship or arrangement requiring disclosure under Item 404 of Regulation S-K. During 2014, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on the Company’s Board or Compensation Committee.

The Dodd-Frank Act of 2010 (the “Dodd-Frank Act”) provides shareholders the opportunity to vote on an advisory, non-binding basis to approve the compensation of our named executive officers as disclosed in this proxy statement.

The Dodd-Frank Act expressly provides that because this shareholder vote is advisory, it will not be binding upon the Board and it may not be construed as overruling a decision by the Board, nor will the vote create or imply any additional fiduciary duty by the Board, nor shall such vote be construed to restrict or limit the ability of our shareholders to make proposals for inclusion in proxy materials related to executive compensation. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders and may consider, among other things, the outcome of the vote when making future compensation decisions for its executive officers.

At the Company��s 2014 annual shareholders meeting held on May 19, 2014, our shareholders approved the say-on-pay resolution with a 64% majority vote, a reduction from favorable votes of 96% in 2013 and 97% in 2012. After careful consideration of the results on the say-on-pay vote, comments and suggestions expressed by certain shareholders and proxy advisory firms, the Company’s normal review of executive compensation and industry best practices, the Compensation Committee made changes to the executive compensation programs for the second half of 2014 and additional changes to the compensation program for 2015. In particular, the Compensation Committee restructured portions of the equity and cash components of its executive compensation program to place greater focus on pre-established performance targets which are intended to reward long-term shareholder value creation.

Here are the highlights of the substantive changes made to our executive compensation program in 2014 and early 2015:

In addition to the changes implemented after the 2014 say-on-pay vote, our executive compensation programs already incorporated many best practices, as follows:

For the reasons discussed above, the Board recommends a vote “FOR” the following resolution providing an advisory approval of the compensation paid to our named executive officers:

“Resolved, that the shareholders approve the Company’s compensation of its named executive officers disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and any related disclosures contained in the Company’s Proxy Statement for its 2015 Annual Meeting of Shareholders.”

In addition to providing shareholders with the opportunity to cast an advisory vote on executive compensation, the Dodd-Frank Act provides that the Company is to periodically provide shareholders with an advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years.

The Board believes that a frequency of every “1 YEAR” for the advisory vote on executive compensation is the optimal interval for conducting and responding to a “say-on-pay” vote.

Although this advisory vote on the frequency of the “say-on-pay” vote is nonbinding, the Board and the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

The Board unanimously recommends that you vote for the option of “1 YEAR” for future shareholder advisory votes on executive compensation.

The Nominating and Governance Committee of the Board (the “Governance Committee”), pursuant to its written charter has the ~~following responsibilities, among others:~~

~~(i) the review~~responsibility for reviewing and ~~approval of any transaction between the Company and any officer, director or affiliate of the Company that would be~~approving all related-party transactions, defined as those required ~~under rules and regulations of the SEC~~ to be disclosed ~~in the Company’s annual proxy statement~~under Items 404(a) and 404(b) of Regulation S-K (a “Related Party Transaction”). The Governance ~~Committee’s review of each Related Party Transaction shall include an analysis of whether the terms of the transaction are fair to the Company;~~

~~(ii) the annual review of the terms and fairness of each Related Party Transaction; and~~

~~(iii) the periodic report of the Governance Committee’s~~Committee reports its findings of the review of Related Party Transactions to the full Board.

Specifically, it is the practice of the Governance Committee to review on an annual basis all transactions and other business relationships during the prior year between the Company and the Bank and their directors and executive officers and their immediate family members and affiliates (each, a “Related Party”). Designated officers of the Company present to the Governance Committee reports with respect to all deposit, loan, lease, mortgage loan, trust and miscellaneous transactions and relationships for persons considered to be Related Parties for the prior year. The Governance Committee’s review includes a determination that such Related Party Transactions or relationships are fair, reasonable and appropriate for the Company and the Bank and consistent with the terms of similar transactions or relationships with other customers or unrelated persons. In addition, it is the Company’s general practice that ~~its~~the Board, or an appropriate committee thereof, approve in advance all material transactions, other than transactions in the ordinary course of business, between the Company and the Bank and all Related Parties.

The son-in-law of Rex Kyle, the Bank’s President of the Trust & Wealth Management Division during 2014, is an employee of the Bank. During 2014, Mr. Kyle’s son-in-law was paid a base salary of $175,000, received 3,000 stock options having an aggregate grant date fair value of $21,411 and was eligible to participate in the Company’s health and welfare benefit plans generally available to all salaried employees of the Company and its subsidiaries. In January 2015, Mr. Kyle’s son-in-law received a grant of 2,000 shares of restricted stock having an aggregate grant date fair value of $68,660. The Compensation Committee is responsible for reviewing and approving all compensation for officers and other personnel and reviewed and approved all compensation received by Mr. Kyle’s son-in-law described above.

The Company, through its ownership of the Bank, had, in the ordinary course of business, banking transactions with certain of its officers and directors and with certain officers and directors of the Bank. All loan transactions with such officers and directors, and their related and affiliated parties, have been in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with other customers of the Company not related to the lender, and have not included more than the normal risk of collectability associated with the Company’s other banking transactions or other unfavorable features.

~~Shareholders who intend~~In order for shareholder proposals submitted pursuant to ~~present proposals~~Rule 14a-8 of the Exchange Act to be presented at the ~~2015~~Company’s 2016 Annual Meeting of Shareholders and ~~desire to have those proposals~~ included in the Company’s proxy statement and form of proxy ~~for~~relating to such meeting, such proposals must ~~ensure that those~~be submitted to the Secretary of the Company at the Company’s principal executive offices no later than November 26, 2015. Shareholder proposals ~~are received by~~should be submitted to the Corporate Secretary of the Company at Bank of the Ozarks, Inc. P. O. Box 8811, Little Rock, Arkansas ~~72231 on or before November 14, 2014.~~72231-8811. Such proposals must also comply with the additional requirements of Rule 14a-8 of the ~~Securities~~ Exchange Act ~~of 1934~~ (or any successor rule) to be eligible for inclusion in the proxy statement for the ~~2015~~2016 Annual Meeting of Shareholders.

In addition, the Company’s Bylaws ~~contain an advance~~provide that only such business which is properly brought before a shareholder meeting will be conducted. For business to be properly brought before a meeting or nominations of persons for election to the Board to be properly made at a meeting by a shareholder, notice ~~provision which provides that other than business placed on the agenda~~must be received by the ~~Board~~Corporate Secretary of ~~Directors,~~the Company at the Company’s offices not less than 90 days nor more than 120 days prior to the anniversary date of the Company’s immediately preceding annual meeting of shareholders. In the event that the annual meeting of shareholders is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Company no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was made. To be in proper written form, a shareholder’s notice to the Company’s Secretary must, among other things, set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business ~~shall~~proposed to be ~~deemed to have been properly~~ brought before the annual meeting ~~unless~~and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of the Company’s capital stock which are owned beneficially or of record by such shareholder, and (iv) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a ~~written~~proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the ~~consideration~~election of ~~such business shall have been delivered~~directors in a contested election pursuant to Section 14 of the Exchange Act. A copy of the Company’s Bylaws may be obtained upon written request to the Secretary of the Company not less than 120 days before the date of the Company’s proxy statement released to Shareholders in connection with the previous year’s annual meeting, and such proposal otherwise meets the requirements of Rule 14a-8 adopted by the Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereunder adopted by the Commission and relating to the submission of proposals by Shareholders for consideration at the annual meeting of Shareholders. Company.

Accordingly, a shareholder who intends to raise a proposal to be acted upon at the ~~2015~~2016 Annual Meeting, but who does not desire to include the proposal in the Company’s ~~2015~~2016 proxy statement, must inform the Company ~~in writing~~by sending written notice to the Corporate Secretary at Bank of the Ozarks, Inc., P. O. Box 8811, Little Rock, Arkansas ~~72231~~72231-8811 no earlier than January 19, 2016 nor later than November 14, 2014. If notice is not provided by that date, such notice will be considered untimely and the Board may exclude such proposals from being acted upon at the 2015 Annual Meeting. Further, if the Board elects not to exclude the proposal from consideration at the meeting (although not included in the proxy statement), theFebruary 18, 2016. The persons named as proxies in the Company’s proxy for the ~~2015~~2016 Annual Meeting may exercise their discretionary authority to act upon any ~~such proposal.~~

Upon written request, the Company will furnish to shareholders, without charge, a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013,~~2014, as filed with the SEC. The written request should be sent to the Corporate Secretary, Bank of the Ozarks, Inc., P.O. Box 8811, Little Rock, Arkansas 72231-8811.

The Company has adopted ~~“householding,”~~ a procedure referred to as “householding,” under which one or more shareholders of record who have the same address and last name will receive only one copy of our Annual Report on Form 10-K and our proxy statement unless one or more of these shareholders notifies the Company that they wish to continue receiving individual copies. This procedure saves printing and postage costs by reducing duplicative mailings.

If you wish to receive separate copies of these materials for your household in the future, please call Investor Relations at 501-978-2265 or write to Investor Relations, Bank of the Ozarks, Inc., P.O. Box 8811, Little Rock, Arkansas ~~72231.~~72231-8811. If you are receiving multiple copies and would like to receive only one copy per household, you may contact us at the above address or telephone number.

The Company does not presently know of any business other than that described above to be presented to the ~~Shareholders~~shareholders for action at the meeting. Should other business come before the meeting, votes may be cast pursuant to proxies in respect of any such business in the best judgment of the persons acting under the proxies.

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR VOTE BY CALLING THE TOLL-FREE NUMBER OR USING THE INTERNET AS FURTHER DESCRIBED IN THE ENCLOSED PROXY.

Pursuant to the provisions of Section 4-27-1006 of the Arkansas Code Annotated, the undersigned Corporation adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

SECOND: The following amendment to the Articles of Incorporation was adopted at a Meeting of Shareholders held on May 19, 2014 (the “Meeting”), by shareholders of the Corporation holding a majority of the votes entitled to be cast thereon in the manner prescribed by the Arkansas Business Corporation Act of 1987.

~~NOW, THEREFORE, BE IT RESOLVED, that paragraph (a) of Article Sixth of the Amended and Restated Articles of Incorporation of the Corporation be amended in its entirety to read as follows:~~

~~SIXTH. (a) The total amount of the authorized capital stock of the Corporation is as follows:~~

~~THIRD: The number of shares of stock of the Corporation outstanding at the time of such adoption wasshares of common stock, $0.01 par value, and the number of shares entitled to vote thereon wasshares, or 100%.~~

~~FOURTH: The number of shares entitled to vote on such adoption and which were represented at the Meeting wasshares. The number of shares cast in favor of such amendment wasshares, which amount is sufficient for approval of the amendment.~~

~~Section 1.1.~~ ~~Establishment~~1.Purpose. The purpose of the Stock Option Plan is to attract and retain the best available talent and encourage the highest level of performance by executive officers and key employees of Bank of the Ozarks, Inc. (the “Company”) ~~hereby establishes~~and its Subsidiaries (as defined) and to provide them with incentives to put forth maximum efforts for the ~~Bank~~success of the ~~Ozarks, Inc. 2009 Restricted~~Company’s business and to serve the best interests of the Company’s shareholders. All options granted under the Plan are intended to be nonstatutory stock options.

(a) “Act” means the Securities Exchange Act of 1934, as in effect from time to time.

(c) “Change in Control” or “Change of Control” means the earlier to occur of any of the following: (i) if during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company’s shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (ii) any person or entity (other than any employee benefit plan or plans of the Company or its subsidiaries or any trustee of or fiduciary with respect to such plan or plans when acting in such capacity) or any group acting in concert, shall acquire or control twenty-five percent (25%) or more of the outstanding voting shares of the Company; provided however, that with respect to any person or entity owning or controlling 10% or more of the outstanding voting shares of the Company as of the effective date of the Plan, either acting alone or in concert with one or more of its wholly-owned subsidiaries, the amount of such voting shares so owned or controlled shall be deducted for purposes of this determination; (iii) if, upon a merger, combination, consolidation or reorganization of the Company, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-one percent (51%) of the combined voting power of voting securities of the Company or such surviving entity outstanding immediately thereafter; (iv) all or substantially all of the assets of the Company are sold or otherwise disposed of; or (v) the Compensation Committee or the Board determines, in its sole discretion, that any other business combination or other event (existing or anticipated) shall be deemed a Change of Control.

(d) “Code” means the Internal Revenue Code of 1986, as in effect from time to time.

(e) “Common Stock” means the common stock, par value $.01 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type described inSection 6.

(f) “Compensation Committee” means the Personnel and Compensation Committee which is a committee of the Board whose members are appointed by the Board from time to time. All of the members of the Compensation Committee, which may not be less than two, are intended at all times to qualify as “outside directors” within the meaning of Section 162(m) of the Code and as “Non-Employee Directors” within the meaning of Rule 16b-3; provided, however, that the failure of a member of such committee to so qualify shall not be deemed to invalidate any Stock Option granted by such committee.

(g) “Date of Grant” means the date specified by the Compensation Committee on which a grant of Stock Options will become effective (which date will not be earlier than the date on which such committee or the Board takes action with respect thereto).

(h) “Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six (6) months.

(i) “Good Reason” means the occurrence after a Change in Control of any of the following events or conditions: (i) a change in the Participant’s status, title, position or responsibilities (including reporting responsibilities) which, in the Participant’s reasonable judgment, represents an adverse change from the Participant’s status, title, position or responsibilities as in effect immediately prior thereto, or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are inconsistent with the Participant’s status, title, position or responsibilities; or any removal of the Participant from or failure to reappoint or reelect the Participant to any of such offices or positions, except in connection with the termination of the Participant’s employment for Disability, cause, as a result of the Participant’s death or by the Participant other than for Good Reason; or (ii) a reduction in the Participant’s annual base salary below the amount as in effect immediately prior to the Change in Control; or (iii) the relocation of the offices of the Participant’s place of employment to a location more than fifteen (15) miles from the location of such employment immediately prior to such Change in Control, or requiring the Participant to be based anywhere other than such offices; or (iv) the failure to pay to the Participant any portion of the Participant’s current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company or any of its Subsidiaries in which the Participant participated, within seven (7) days of the date such compensation is due; or (v) the failure to (A) continue in effect (without reduction in benefit level, and/or reward opportunities) any material compensation or employee benefit plan in which the Participant was participating immediately prior to the Change in Control, unless a substitute or replacement plan has been implemented which provides substantially identical compensation or benefits to the Participant or (B) provide the Participant with compensation and ~~Incentive~~benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice in which the Participant was participating immediately prior to the Change in Control. Any event or condition described in (i) – (v) which occurs at any time prior to the date of a Change in Control and (A) which occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (B) which the Participant reasonably demonstrates was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason for purposes of this Plan, ~~(the “Plan”) effective April 21, 2009,~~notwithstanding that it occurred prior to a Change in Control.

(j) “Market Value per Share” means the fair market value per share of the Common Stock on the Date of Grant determined on the basis of the average of the highest reported asked price and the lowest reported bid price reported on the Nasdaq Stock Market, or any other such market or exchange that is the principal trading market for the Common Stock. If the Common Stock is not listed on any established stock exchange or a national market system, the Market Value per Share of the Common Stock will be determined by the Board in good faith.

(k) “Option Price” means the purchase price per share payable upon exercise of a Stock Option.

(l) “Participant” means a person who is selected by the Compensation Committee to receive Stock Options underSection 5 of the Plan and who is an executive officer or other key employee of the Company or any Subsidiary.

(m) “Rule 16b-3” means Rule 16b-3 under Section 16 of the Act, as such Rule is in effect from time to time.

(n) “Stock Option” means the right to purchase a share of Common Stock upon exercise of an option granted pursuant toSection 5.

(o) “Subsidiary” means any corporation, partnership, joint venture or other entity in which the Company owns or controls, directly or indirectly, not less than 50% of the total combined voting power or equity interests represented by all classes of stock, or other ownership interests, issued by such corporation, partnership, joint venture or other entity.

3.Shares Available Under Plan. The shares of Common Stock which may be issued under the Plan will not exceed in the aggregate 10,660,000 shares, subject to adjustment as provided in thisSection 3.

(a) Any shares of Common Stock which are subject to Stock Options that are terminated unexercised, forfeited or surrendered or that expire for any reason will again be available for issuance under the Plan. For the avoidance of doubt, the following events shall not result in any increase in the number of shares available for issuance under the Plan or otherwise again becoming available for issuance under the Plan: (i)

withholding of shares to pay taxes on any Stock Options, (ii) tendering of shares to pay for the exercise price (i.e., net settlement of shares), or (ii) the purchase of shares of Common Stock on the open market as a result of Stock Option exercises.

(b) The shares available for issuance under the Plan also will be subject to adjustment as provided inSection 6.

4.Individual Limitation on Stock Options. The maximum aggregate number of shares of Common Stock with respect to which Stock Options may be granted to any Participant during any calendar year will not exceed 250,000 shares.

5.Grants of Stock Options. The Compensation Committee may from time to time authorize grants to any Participant of Stock Options upon such terms and conditions as such committee may determine in accordance with the provisions set forth below.

(a) Each grant will specify the number of shares of Common Stock to which it pertains.

(b) Each grant will specify the Option Price, which will not be less than 100% of the Market Value per Share on the Date of Grant.

(c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company, (ii) by the transfer to the Company of shares of Common Stock owned by the Participant for at least six months (or, with the consent of the Compensation Committee, for less than six months) having an aggregate fair market value per share at the date of exercise equal to the aggregate Option Price, (iii) with the consent of the Compensation Committee, by authorizing the Company to withhold a number of shares of Common Stock otherwise issuable to the Participant having an aggregate fair market value per share on the date of exercise equal to the aggregate Option Price or (iv) by a combination of such methods of payment; provided, however, that the payment methods described in clauses (ii) and (iii) will not be available at any time that the Company is prohibited from purchasing or acquiring such shares of Common Stock. Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker of some or all of the shares to which such exercise relates.

(d) Successive grants may be made to the same Participant whether or not any Stock Options previously granted to such Participant remain unexercised.

(e) Except as may be determined by the Compensation Committee in connection with new hires or upon a Participant’s death, Disability or in the event of a Change of Control of the Company, Stock Options shall vest over a period of not less than three (3) years from the Date of Grant. Each grant will specify the required period or periods (if any) of continuous service by the Participant with the Company or any Subsidiary and/or any other conditions to be satisfied before the Stock Options or installments thereof will vest and become exercisable, and any grant may provide for the earlier exercise of the Stock Options in the event of the Participant’s death or Disability or, upon approval by the ~~shareholders~~Compensation Committee in the event of a Change of Control of the Company, onor upon approval by the Company’s shareholders. Notwithstanding anything in the Plan or any stock option agreement to the contrary, if, within 24 months following a Change of Control, and assuming that ~~date.~~

~~Section 1.2.~~ ~~Purpose~~~~. The Plan is intended to provide incentive to key employees and officers~~any successor of the Company assumes the Plan and the outstanding Stock Options issued thereunder in connection with such Change of Control, any Participant’s service with the Company is terminated by the Company for a reason other than gross negligence or deliberate misconduct which demonstrably harms the Company, or that any such person shall have resigned for Good Reason, then such Participant’s Stock Options shall immediately vest and become exercisable.

(f) Each Stock Option granted pursuant to ~~foster~~thisSection 5 may be made subject to such transfer restrictions as the Compensation Committee may determine, including such restrictions as may be necessary to comply with applicable federal and ~~promote thelong-term~~ ~~financial success~~state securities law.

(g) Each grant will be evidenced by a stock option agreement executed on behalf of the Company by the Chief Executive Officer (or another officer designated by the Compensation Committee or the Board, as applicable) and ~~materially increase shareholder value. The~~delivered to the Participant and containing such further terms and provisions, consistent with the Plan, ~~is also intended to encourage proprietary interest~~as such committee may approve.

6.Adjustments. Without limiting the Compensation Committee’s discretion as otherwise set forth in this Plan, if there shall occur any change in the ~~Company, to encourage such individuals to remain in the employ~~capital structure of the Company by reason of any extraordinary dividend or other distribution (whether in the form of cash, common stock, other securities or other property, and other than a normal cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of common stock or other securities of the Company, or other event having an effect similar to ~~attract new employees~~the foregoing, which affects the Common Stock, then the Compensation Committee shall, in an equitable and proportionate manner as determined by the Compensation Committee either: (i) adjust any or all of (1) the aggregate number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with ~~outstanding qualifications. In furtherance thereof,~~respect to which Stock Options may be awarded under the Plan ~~permits incentives to key employees and officers~~as set forth inSection 3; (2) the number of shares of Common Stock or other securities of the ~~Company.~~

~~With~~Company (or number and kind of other securities or property) subject to outstanding Stock Options under the Plan, provided that the number of shares of Common Stock subject to any Stock Option shall always be a whole number; (3) the grant or exercise price with respect to any ~~awards~~outstanding Stock Option under the Plan, and (4) the limits on the number of shares of Common Stock that are subject to Stock Options that may be granted to any Participants under the Plan in any calendar year as set forth inSection 4; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Stock Option. Any such adjustments to outstanding Stock Options shall be effected in a manner that precludes the material enlargement or dilution of rights and benefits under such Stock Options.

7.Withholding of Taxes. To the extent that the Company is required to withhold federal, state or local taxes in connection with any benefit realized by a Participant under the Plan, or is requested by a Participant to withhold additional amounts with respect to such taxes, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the realization of such benefit that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required or requested to be withheld. In addition, if permitted by the Compensation Committee, a Participant may elect to have any withholding obligation of the Company satisfied with shares of Common Stock that would otherwise be transferred to the Participant on exercise of the Stock Option.

(b) The Compensation Committee has the full authority and discretion to administer the Plan and to take any action that is necessary or advisable in connection with the administration of the Plan, including without limitation the authority and discretion to interpret and construe any provision of the Plan or of any agreement, notification or document evidencing the grant of a Stock Option. The interpretation and construction by the Compensation Committee of any such provision and any determination by the Compensation Committee pursuant to any provision of the Plan or of any such agreement, notification or document will be final and conclusive. No member of the Compensation Committee will be liable for any such action or determination made in good faith.

(c) Notwithstanding any provision of the Plan to the contrary, the Compensation Committee will have the exclusive authority and discretion to administer or otherwise take any action required or permitted to be taken under the provisions ofSections 6, 8 and 9 hereof with respect to Stock Options granted under the Plan that are intended to comply with the requirements of ~~“performance-based compensation” under~~ Section 162(m) of the ~~Code,~~Code.

(a) The Compensation Committee may, without the consent of the Participant, amend any agreement evidencing a Stock Option granted under the Plan, or otherwise take action to accelerate the time or times at which the Stock Option may be exercised pursuant toSection 5(e), to extend the expiration date of the Stock Option, or to waive any other condition or restriction applicable to such Stock Option or to the exercise of such Stock Option, and may amend any agreement evidencing a Stock Option in any other respect with the consent of the Participant. Except as otherwise provided in the Plan or in any agreement evidencing a Stock Option, any change to (i) accelerate the time or times at which the Stock Option may be exercised, other than in connection with the Participant’s termination of service or pursuant toSection 5(e), or (ii) to reduce the exercise price of any Stock Option, other than pursuant toSection 6, will require shareholder approval.

(b) Notwithstanding anything in the Plan to the contrary, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary

cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares or other transaction), the terms of outstanding Stock Options may not be amended to cancel outstanding Stock Options in exchange for cash, other awards or Stock Options with an exercise price that is less than the exercise price of the original Stock Option without shareholder approval.

(c) The Plan may be amended from time to time by the Board or any duly authorized committee thereof. If required by any law, or any rule or regulation issued or promulgated by the Internal Revenue Service, the Securities and Exchange Commission, the Nasdaq Stock Market (or any other stock exchange upon which the Common Stock is listed for trading), or any other governmental or quasi-governmental agency having jurisdiction over the Company, the Common Stock or the Plan (collectively the “Legal Requirements”), any such amendment will also be submitted to and approved by the requisite vote of the shareholders of the Company. If any Legal Requirement requires the Plan to be amended, or in the event Rule 16b-3 is amended or supplemented (e.g., by addition of alternative rules) or any of the rules under Section 16 of the Act are amended or supplemented, in either event to permit the Company to remove or lessen any restrictions on or with respect to Stock Options, the Board and the Compensation Committee each reserves the right to amend the Plan to the extent of any such requirement, amendment or supplement, and all Stock Options then outstanding will be subject to such amendment.

(d) The Plan may be terminated at any time by action of the Board. The termination of the Plan will not adversely affect the terms of any outstanding Stock Option.

(e) The Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate a Participant’s employment or other service at any time.

10.Effectiveness of Plan. The Plan is hereby amended and restated as of May 18, 2015; provided it has been approved by the Board and by the Company’s shareholders. If not previously terminated by the Compensation Committee or the Board, this Plan will terminate on May 18, 2025. After termination of the Plan, no future Stock Options may be granted under the Plan, but previously granted Stock Options shall remain outstanding in accordance with their applicable terms and conditions.

11.Application of Company Clawback Policy. All Stock Options granted to a Participant on or after the date this Plan becomes effective as set forth inSection 10 are subject to the applicable provisions of the Company’s clawback or recoupment policy approved by the Board or the Compensation Committee, as such policy may be ~~interpreted~~ in ~~a manner consistent with such requirements.~~effect from time to time.

~~Section 2.1.~~1.1.Definitions. ~~The~~As used herein, the following terms shall have the ~~following~~ meanings ~~when used herein,~~hereinafter set forth unless the context clearly indicates ~~otherwise.~~

~~(a) “Agreement” means a written agreement entered into between the Company and the recipient of a Grant which sets forth the terms and conditions of the Grant.~~

~~(c) “Cause” means, unless otherwise provided in a Participant’s Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere~~ to the directions of superiors or the Board or the written policies and practices of the Company or a Subsidiary, (iii) the commission of a felony, a crime of moral turpitude or any crime involving the Company or a Subsidiary, (iv) fraud, misappropriation, dishonesty or embezzlement, (v) incompetence or a material breach of the Participant’s employment agreement (if any) with the Company or a Subsidiary, (other than a termination of employment by the Participant), or (vi) any unlawful act detrimental to the Company or a Subsidiary, all as determined in the sole discretion of the Committee.

(d) “Change in Control” means the earlier to occur of any of the following: (i) if during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company’s shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (ii) any person or entity (other than any employee benefit plan or plans of the Company or its subsidiaries or any trustee of or fiduciary with respect to such plan or plans when acting in such capacity) or any group acting in concert, shall acquire or control twenty-five percent (25%) or more of the outstanding voting shares of the Company; provided however, that with respect to any person or entity owning or controlling 10% or more of the outstanding voting shares of the Company as of the effective date of the2.1Name. This Plan ~~either acting alone or in concert with one or more of its wholly-owned subsidiaries, the amount of such voting shares so owned or controlled~~ shall be ~~deducted for purposes of this determination; (iii) if, upon a merger, combination, consolidation or reorganization of~~known as the Company, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-one percent (51%) of the combined voting power of voting securities of the Company or such surviving entity outstanding immediately thereafter; (iv) all or substantially all of the assets of the Company are sold or otherwise disposed of; or (v) the Committee or the Board determines, in its sole discretion, that any other business combination or other event (existing or anticipated) shall be deemed a change in control.

~~(e) “Code” means the Internal Revenue Code of 1986, as amended, and any related rules, regulations and interpretations.~~

(f) “Committee” means the Personnel and Compensation Committee of the Board or such other committee designated by the Board to administer the Plan, composed solely of not less than two non-employee directors, each of whom shall be a “non-employee director” for purposes of Section 16 under the Securities Exchange Act of 1934, as amended and Rule 16b-3 thereunder and an “outside director” for purposes of Section 162(m) and the regulations promulgated under the Code.

(g) “Common Stock” means the Company’s Common Stock, par value $0.01, either currently existing or authorized hereafter and any other stock or security resulting from adjustment thereof as described herein, or the Common Stock of any successor to the Company which is designated for the purpose of the Plan.

~~(h) “Company” means Bank~~“Bank of the Ozarks, Inc. ~~and any successor or assignee corporation(s) into which the Company may be merged, changed or consolidated; any corporation for whose securities the securities~~Non-Employee Director Stock Plan.”

2.2.Purpose. The purpose of the ~~Company shall be exchanged; and any assignee of or successor~~Plan is to ~~substantially all of~~advance the ~~assets of the Company.~~

(i) “Covered Officer” shall mean at any date (i) any individual who, with respect to the previous taxable year of the Company, was a “covered employee” of the Company within the meaning of Section 162(m); provided, however, that the term “Covered Officer” shall not include any such individual who is designated by the

~~Committee, in its discretion, at the time of any Grant or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to the current taxable year~~interests of the Company and ~~(ii) any individual who is designated~~its shareholders by ~~the Committee, in its discretion, at the time of any Grant or at any subsequent time, as reasonably expected~~affording to ~~be such a “covered employee” with respect to the current taxable year~~Eligible Directors of the Company an opportunity to acquire or ~~with respect to the taxable year of~~increase their proprietary interest in the Company ~~in which any applicable Grant will be paid.~~

~~(j) “Disability” means a Participant’s inability~~by the grant to ~~engage in any substantial gainful activity by reason~~such directors of ~~a medically determinable physical or mental impairment which can be expected~~Awards under the terms set forth herein. By encouraging non-employee directors to ~~result in death or which has lasted or can be expected to last for a continuous period~~become owners of ~~not less than six (6) months.~~

~~(k) “Effective Date” means April 21, 2009; provided, however, no Common Stock may be issued unless the Plan is approved by a vote of the holders of a majority of the outstanding~~Company shares, ~~of Common Stock at a meeting of the shareholders of~~ the Company ~~held on or within 12 months after the Effective Date.~~

~~(l) “Eligible Persons” means Employees~~seeks to increase their incentive for enhancing shareholder value and ~~officers of the Company or a Subsidiary. The Committee will determine the eligibility of Employees~~to motivate, retain and ~~officers based on, among other factors, the position~~attract those highly competent individuals upon whose judgment, initiative, leadership and ~~responsibilities of such individuals and the nature and value to the Company or a Subsidiary of such individual’s accomplishments and potential contribution to~~continued efforts the success of the Company ~~or a Subsidiary.~~in large measure depends.

~~(m) “Employee” means an individual, including an officer of the Company, who is employed as a common-law employee of the Company or a Subsidiary. An “Employee”~~

2.3Eligibility. Any Eligible Director shall not include any person classified by the Company or a Subsidiary as an independent contractor even if the individual is subsequently reclassified as a common-law employee by a court, administrative agency or other adjudicatory body.

~~(n) “Fair Market Value” for any given date means the reasonable value of the Common Stock as determined by the Board,~~be eligible to participate in its sole discretion. If the Common Stock is listed on a securities exchange or traded over a national market system, Fair Market Value means the average of the highest reported asked price and the lowest reported bid price reported on that exchange or market on the relevant date, or if there is no sale for the relevant date, then on the last previous date on which a sale was reported.

~~(o) “Grant” means an award of Restricted Stock, Restricted Stock Unit or Performance Award, to an Eligible Person.~~

~~(p) “Participant” means any Eligible Person to whom a Grant is made, or the Successors of the Participant, as the context so requires.~~

~~(q) “Performance Award” means a right granted to a Participant subject to the terms and conditions established by the Committee pursuant to Article IX of~~ the Plan.

~~(r) “Plan” means the Company’s 2009 Restricted Stock Plan, as set forth herein, and as the same may from time to time be amended.~~

~~(s) “Restricted Stock” means Common Stock granted to a Participant subject to the terms and conditions established by the Committee pursuant to Article VII or Article IX of the Plan.~~

~~(t) “Restricted Stock Unit” means a right granted to a Participant under Article VIII or Article IX of the Plan.~~

~~(u) “Restriction Period” means the period of time during which restrictions established by the Committee shall apply to a Grant.~~

~~(v) “Section 162(m)” shall mean Section 162(m) of the Code and the regulations promulgated thereunder and any successor or provision thereto as in effect from time to time.~~

~~(w) “Subsidiary” means a subsidiary corporation, whether now or hereafter existing, as defined in Code Section 424(f).~~

~~(x) “Termination of Service” means the time when theemployee-employer~~ relationship or directorship or other service relationship (sufficient to constitute service as an Eligible Person) between the Participant and the Company or a Subsidiary is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, Disability, death or retirement; provided, however, Termination of Service shall not include: (i) a termination where there is a simultaneous reemployment of the Participant by the Company or a Subsidiary or other continuation of service (sufficient to constitute service as an Eligible Person), or (ii) an employee who is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Committee). The Committee, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including but not limited to the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service.

~~Section 3.1.~~ ~~General~~3.1Composition of Committee. The Plan shall be administered by the Personnel and Compensation Committee ~~subject to Board approval in instances where~~of the Board, and/or by ~~resolution determines to require such approval.~~

~~Section 3.2.~~ ~~Committee Meetings~~~~. The Committee shall meet~~the Board or another committee of the Board, as appointed from time to time ~~as determined~~ by ~~its chairman or by resolution adopted in writing by a majority~~the Board (any such administrative body, the “Committee”).

3.2Duties and Powers of the ~~members~~Committee. Subject to the express provisions of ~~the Committee or by a majority of the members of the Committee present at any meeting at which a quorum is present. A majority of the members of~~this Plan, the Committee shall ~~constitute a quorum~~be authorized and the acts of a majority of the members present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan. To the extent applicable, no member of the Committee may act asempowered to ~~matters under the Plan specifically relating to such member.~~

~~Section 3.3.~~~~Powers of the Committee~~. Subject to the terms and conditions of the Plan and consistent with the Company’s intention for the Committee to exercise the greatest permissible flexibility in awarding Grants, the Committee shall have the power:

(a) to determine from time to time the Eligible Persons who are to be awarded Grants and the nature and amount of Grants, and to generally determine the terms, provisions and conditions (which need not be identical) of Grants awarded under the Plan, not inconsistent with the terms of the Plan;

(b) to construe and interpret the Plan and Grants thereunder and to establish, amend and revoke rules and regulations for administration of the Plan. In this connection, the Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Agreement or in any related agreements in the manner and to the extent it shall deemdo all things necessary or ~~expedient to make the Plan fully effective;~~

(c) to amend any outstanding Grant and to accelerate or extend the vesting or exercisability of any Grant, all subject to Section 11.3, and to waive conditions or restrictions on any Grants, all to the extent it shall deem appropriate;

~~(d) to cancel, with the consent of a Participant or as otherwise permitted by the Plan, outstanding Grants;~~

~~(e) to determine whether, and to what extent and under what circumstances, Grants may be settled in cash, Common Stock, other property or a combination of the foregoing;~~

~~(f) to appoint agents as the Committee deems necessary or~~ desirable ~~to administer the Plan;~~

~~(g) to provide for the forms of Agreements to be utilized~~ in connection with the ~~Plan, which need not be identical for each Participant;~~

~~(h) to authorize, by written resolution, one or more officers~~administration of the Company to make Grants to nonofficer Employees and to determine the terms and conditions of such Grants, provided, however, (i) the Committee shall not delegate such responsibility to any officer for Grants made to an Employee who is considered an insider, (ii) the Committee’s resolution providing for such authorization sets forth the total number of Grants such officer may award and any other conditions on the officer’s authority to make Grants, and (iii) the officer shall report to the Committee, as the Committee may request, information regarding the nature and scope of the Grants made pursuant to the delegated authority; and

~~(i) generally to exercise such powers and to perform such acts as are deemed necessary or expedient to carry out the terms of the~~this Plan ~~and to promote the best interests of the Company~~ with respect to the ~~Plan.~~

~~Section 3.4.~~~~Grants to Committee Members~~~~. Notwithstanding Section~~

3.3 ~~any Grant awarded under the Plan to an Eligible Person who is a member~~Determinations of the Committee ~~shall be made by a majority of the directors of the Company who are not on the Committee.~~

~~Section 3.5.~~~~Committee Decisions~~. All decisions, determinations and ~~Determinations~~~~. Any determination made~~interpretations by the Committee or the Board ~~pursuant to the provisions of~~regarding the Plan or an Agreement shall be made in its sole discretion in the best interest of the Company, not as a fiduciary. All decisions made by the Committee or Board pursuant to the provisions of the Plan or an Agreement shall be final and binding on all ~~persons, including~~current or former directors of the Company ~~a Subsidiary, Participants~~ and ~~Successors~~their beneficiaries, heirs, successors and assigns. The Committee or the Board, as applicable, shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer of the ~~Participants. Any determination by~~Company or Eligible Director and such attorneys, consultants and accountants as it may select.

3.4Company Assistance. The Committee may designate certain officers of the Company, or any Subsidiary, to assist the Committee in the administration of the Plan, and may grant authority to such persons to execute agreements evidencing Awards made under this Plan or other documents entered into under this Plan on behalf of the Committee or ~~Board~~the Company. The Company shall ~~not be subject~~supply full and timely information to ~~de novo review if challenged in any court or legal forum.~~

~~Section 4.1.~~ ~~Eligibility~~~~. Any Eligible Person may receive Grants under the Plan.~~

~~Section 4.2.~~~~Participation~~~~. Whether an Eligible Person receives a Grant under the Plan will be determined by~~ the Committee ~~in its sole discretion, as provided in Section 3.3.~~

~~Section 5.1.~~ ~~Available Shares~~~~. Shares hereunder may consist, in whole~~on all matters relating to Eligible Directors, their death, retirement, disability or ~~in part, of authorized~~removal or resignation from the Board and unissued shares or treasury shares, including shares purchased by the Company for purposes of the Plan. The certificates for Common Stock issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Agreement orsuch other pertinent facts as the Committee may ~~otherwise deem appropriate.~~require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.

4.1Limitations. Subject to adjustment pursuant to the provisions ofSection ~~5.3, the maximum number of shares of Common Stock that may be issued under the Plan as a result of all Grants is Eight Hundred Thousand (800,000) shares.~~

~~Section 5.2.~~ ~~Previously Granted Shares~~. Subject to Sections 5.1 and 5.3, the Committee has full authority to determine the number of shares of Common Stock available for Grants. In its discretion, the Committee may include as available for distribution all of the following:

~~(b) Common Stock under a Grant that otherwise terminates, fails to vest, expires or lapses in whole or in part without issuance of Common Stock being made to a Participant; and~~

~~(c) Common Stock subject to any Grant that settles in cash or a form other than Common Stock.~~

~~Section 5.3.~~ ~~Adjustments~~~~. Without limiting the Committee’s discretion as provided in ARTICLE XI~~6.1 hereof, ~~if there shall occur any change in the capital structure of the Company by~~

reason of any extraordinary dividend or other distribution (whether in the form of cash, Common Stock, other securities or other property, and other than a normal cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other corporate transaction or event having an effect similar to the foregoing, which affects the Common Stock, then the Committee shall, in an equitable and proportionate manner as determined by the Committee (and, as applicable, in such manner as is consistent with Sections 162(m), 422 and 409A of the Code and the regulations thereunder) either: (i) adjust any or all of (1) the aggregate number of shares of ~~Common~~ Stock ~~or other securities of the Company (or number and kind of other securities or property) with respect to~~ which ~~Grants~~ may be ~~awarded~~issued as Awards shall not exceed 50,000.

4.2Awards under the ~~Plan; (2)~~Plan. Upon election by the Company’s shareholders at each annual meeting of shareholders, or any special shareholders meeting called for such purpose, each Eligible Director will receive an Award of a number of shares of ~~Common~~ Stock ~~or other securities~~with a Fair Market Value on the grant date that is equal to $25,000, rounded down to the nearest whole share. Each Eligible Director appointed as a member of the ~~Company~~Board for the first time, other than upon election by the Company’s shareholders at an annual shareholders meeting (or ~~number and kind~~any special shareholders meeting called for such purpose), shall receive an Award, as the Board may determine in its discretion, of ~~other securities or property) subject to outstanding Grants under the Plan, provided that the~~a number of shares of ~~Common~~ Stock ~~subject to any Grant shall always be~~with a ~~whole number; (3)~~Fair Market Value on the grant ~~or exercise price with respect~~date in an amount not to exceed $25,000, rounded down to the nearest whole share. The date of grant of any ~~Grant~~Award under the Plan and (4) the limits on the number of shares of Common Stock or Grants that may be granted to Participants under the Plan in any calendar year; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Grant. Any such adjustments to outstanding Grants shall ~~be effected in a manner that precludes the material enlargement or dilution of rights and benefits under such Grants.~~

~~Section 5.4.~~~~Code Section 409A Limitation~~. Any adjustment made pursuant to Section 5.3 to any Grant that is considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Code Section 409A. Any adjustments made pursuant to Section 5.3 to any Grant that is not considered “deferred compensation” shall be made in a manner to ensure that after such adjustment, the Grant either continues not to be subject to Code Section 409A or complies with the requirements of Code Section 409A.

~~Section 6.1.~~ ~~Agreement~~. Each Agreement evidencing a Grant shall set forth the terms and conditions as may be determined by the Committee consistent with the Plan. The Agreement shall state the number of shares of Common Stock to which the Grant pertains, if applicable. As applicable, each Agreement must state the Exercise Price or other consideration to be paid for any Grant.

~~Section 6.2.~~~~Time of Granting of an Award~~~~. The award date of a Grant shall, for all purposes,~~ be the date ~~on which the Committee makes the determination awarding~~ such ~~Grant, or such other date~~Eligible Director is elected as ~~is determined~~a director by the ~~Board. Notice~~Company’s shareholders or the date such Eligible Director is first appointed as a member of the ~~determination of a Grant shall be given to each Eligible Person to whom a Grant is awarded within a reasonable period of time after~~Board, as applicable.

~~Section 6.3.~~ ~~Term and Nontransferability of Grants~~. No Grant is assignable or transferable, except by will or the laws of descent and distribution of the state wherein the Participant was domiciled at the time of his or her death; provided, however, that the Committee may permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) is in no event a transfer for value, and (iii) is otherwise appropriate and desirable.

~~Section 6.4.~~~~Termination of Services~~~~. Unless otherwise provided in the applicable Agreement or as determined by the Committee, Grants shall be governed by the following provisions:~~

~~(a)~~ ~~Termination of Service, Except by Death or Disability~~. In the event of a Participant’s Termination of Service for any reason other than the Participant’s death or Disability, the Participant’s Grant shall be forfeited upon the Participant’s Termination of Service.

~~(b)~~~~Death or Disability of Participant~~~~. Grants shall fully vest on a Participant’s Termination of Service by reason of the Participant’s death or Disability, subject to Section 11.12 and the limitations imposed under applicable laws.~~

~~Section 6.5.~~~~Participation~~. There is no guarantee that any Eligible Person will receive a Grant under the Plan or, having received a Grant, that the Participant will receive a future Grant on similar terms or at all. There is no obligation for uniformity of treatment of Eligible Persons with respect to who receives a Grant or the terms and conditions of Participants’ Grants.

~~Section 7.1.~~ ~~General~~. The Committee has authority to grant Restricted Stock under the Plan at any time or from time to time. The Committee has the authority to grant Restricted Stock under the Plan in connection with the achievement of performance goals based on the criteria listed in ARTICLE X. Grants of Restricted Stock shall be evidenced by an Agreement in such form as the Committee shall from time to time approve, which agreements shall comply with and be subjectissuance to the ~~terms and conditions provided~~Awardee of Stock hereunder, ~~and any additional terms and conditions established by~~ the Committee that are consistent with the terms of the Plan. The Committee shall determine the number of shares of Restricted Stock to be awarded to any Eligible Person, the Restriction Period within which such Grants may be subject to forfeiture in accordance with applicable laws and any other terms and conditions of such Grants. If the Committee so determines, the restrictions may lapse during such Restricted Period in installments with respect to specified portions of the Restricted Stock covered by the Grant. The Agreement may also, in the discretion of the Committee, set forth performance or other conditions (including, but not limited to, performance goals based on the criteria listed in ARTICLE X of the Plan) that will subject the shares of Common Stock covered by the Grant to forfeiture and transfer restrictions.

~~Section 7.2.~~ ~~Delivery~~. The Company shall issue the shares of Restricted Stock to each recipient who is awarded a Grant of Restricted Stock either in certificate form or in book entry form, registered in the name of the recipient, with legends or notations, as applicable, referring to the terms, conditions and restrictions applicable to any such Grant and record the transfer on the Company’s official shareholder records; provided that the Company may require that any stock certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereonAwardee shall have ~~lapsed, and that as a condition of any Grant of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Grant.~~

~~Section 7.3.~~~~Shareholder Rights~~~~. Unless the Committee specifies otherwise in the Restricted Stock Agreement, the Participant will have, with respect to the Restricted Stock,~~ all of the rights of a shareholder ~~of the Company holding the Common~~with respect to such Stock, ~~that is the subject of the Restricted Stock,~~ including ~~if applicable,~~ the right to vote the shares and ~~the right to~~ receive ~~any~~all dividends ~~subject to Section 6.3. If any dividends are~~and other distributions paid ~~in Common Stock, the Common Stock will be subject to the same restrictions as applied to the Grant of Restricted Stock~~or made with respect thereto.

4.4Stock Certificates. The Company shall not be required to ~~which they were paid.~~deliver any certificate or, in the case of uncertificated shares, a notice of issuance, for shares of Stock received as an Award hereunder, prior to fulfillment of all of the following conditions:

The Committee may ~~require a Participant to pay a stipulated purchase price for each share of Restricted Stock.~~

~~Section 7.5.~~~~Section 83(b) Election~~. The Committee or the Board may prohibit a Participant from making an election under Section 83(b) of the Code. If the Committee has not prohibited such election, and if the Participant elects to include in such Participant’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service, and will provide the required withholding pursuant to Section 11.6, in addition to any filing and notification required pursuant to regulations issued under the authority of Section 83(b) of the Code.

~~Section 8.1.~~ ~~General~~~~. The Committee has authority to grant Restricted Stock Units under the Plan~~ at any time ~~or from~~terminate, and may at any time to time. The Committee has the authority to grant Restricted Stock Units under the Plan in connection with the achievement of certain performance goals based on the criteria listed in ARTICLE X. A Restricted Stock Unit is a bookkeeping entry of a grant of Common Stock that will be settled by delivery of Common Stock, the payment of cash based upon the Fair Market Value of a specified number of shares of Common Stock or a combination thereof. Grants of Restricted Stock Units shall be evidenced by an Agreement in such form as the Committee shalland from time to time ~~approve,~~and in any respect amend or modify, the Plan provided that, if under applicable laws or the rules of any securities exchange upon which ~~agreements shall comply with and be subject to~~ the ~~terms and conditions provided hereunder and any additional terms and conditions established by~~Company’s common stock is listed, the ~~Committee that are consistent with the terms~~consent of the ~~Plan. The Committee~~Company’s shareholders is required for such amendment or modification, such amendment or modification shall ~~determine~~not be effective until the ~~number of Restricted Stock Units to be awarded to any Participant, the Restriction Period within which~~Company obtains such ~~Grants may be subject to forfeiture~~consent, and ~~any other terms and conditions of the Grants. If the Committee so determines, the restrictions may~~

lapse during such Restricted Period in installments with respect to specified portions of the Restricted Stock Units covered by the Grant. The Agreement may also, in the discretion of the Committee, set forth performanceprovided, further, that no termination, amendment or other conditions (including, but not limited to, performance goals based on the criteria listed in ARTICLE X of the Plan) that will subject the shares of Common Stock covered by the Grant to forfeiture and transfer restrictions.

~~Section 8.2.~~ ~~Rights~~. The Committee is entitled to specify in a Restricted Stock Unit Agreement the extent to which and on what terms and conditions the applicable Participant shall be entitled to receive payments corresponding to the dividends payable on the Common Stock, if any.

~~Section 9.1.~~ ~~Grant.~~The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is (i) denominated in cash or Common Stock (including but not limited to Restricted Stock and Restricted Stock Units), (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

~~Section 9.2.~~~~Terms and Conditions~~~~. Subject to the terms~~modification of the Plan ~~and any applicable Agreement, the Committee~~ shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the amendment.

~~Section 9.3.~~~~Payment of Performance Awards~~. Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Committee, on a deferred basis. Termination of Service prior to the end of any performance period, other than for reasons of death or Disability, will result in the forfeiture of the Performance Award, and no payments will be made. Notwithstanding the foregoing, the Committee may in its discretion, waive any performance goals and/or other terms and conditions relating to a Performance Award. A Participant’s rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner ~~except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant.~~

~~Section 10.1.~~~~Covered Officers~~~~. Notwithstanding anything in~~affect any Award theretofore granted pursuant to the Plan towithout the contrary, unless the Committee determines that a Performance Award to be granted to a Covered Officer should not qualify as “performance-based compensation” for purposes of Section 162(m), Performance Awards granted to Covered Officers shall be subject to the terms and provisions of this ARTICLE X.

~~Section 10.2.~~~~Performance Goals~~. The Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or more performance goals selected by the Committee from among the goals specified below. For the purposes of this ARTICLE X, performance goals shall be limited to one or moreconsent of the ~~following Company, Subsidiary, or division financial performance measures:~~

(g) asset quality ratios such as the ratio of criticized/classified assets to capital, the ratio of classified assets to capital and the allowance for loan and lease losses, the ratio of nonperforming loans and leases and/or past due loans and leases greater than 90 days and non-accrual loans and leases to total loans and leases, the ratio of nonaccrual loans and leases to total loans and leases or the ratio of net charge-offs to average loans and leases or other similar asset quality measures;

~~(i) net interest income, net interest spread, net interest margin, after tax operating income and after tax operating income before preferred stock dividends;~~

(o) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, soundness targets, business expansion goals and goals relating to acquisitions or divestitures; or

Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, or to assets or net assets. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Performance Awards. The Committee may appropriately adjust any evaluation of performance under criteria set forth in this Section 10.2 to exclude any of the following events that occurs during a performance period: (i) asset impairments or write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any extraordinary non-recurring items as described in Accounting Standards Codification Topic 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action or (vii) any other event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; provided that the Committee commits to make any such adjustments within the period set forth in Section 10.4.

~~Section 10.3.~~ ~~Limitations.~~ With respect to any Covered Officer: (a) the maximum number of shares in respect of which all stock-based Performance Awards may be granted in any fiscal year under ARTICLE IX of the Plan is 50,000 and (b) the maximum amount of all cash-settled Performance Awards that may be granted in any fiscal year under ARTICLE IX of the Plan is $2,000,000.

~~Section 10.4.~~~~Terms and Conditions~~. To the extent necessary to comply with Section 162(m), with respect to grants of Performance Awards, no later than 90 days following the commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish the various targets and amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion of each performance period, the Committee shall certify in writing whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for a given performance period, subject to any applicable Agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the performance period.

~~Section 10.5.~~~~Compliance with Section 162(m).~~ Unless otherwise expressly stated in the relevant Agreement, each Performance Award granted to a Covered Officer under the Plan is intended to be performance-based compensation within the meaning of Section 162(m). Accordingly, unless otherwise determined by the Committee, if any provision of the Plan or any Agreement relating to such a Grant does not comply or is inconsistent with Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee discretion to increase the amount of compensation otherwise payable to a Covered Officer in connection with any such Grant upon the attainment of the performance criteria established by the Committee.Awardee.

~~Section 11.1.~~~~Effect of a Change~~6.1Adjustment Provisions. Without limiting the Committee’s discretion as otherwise set forth in ~~Control~~~~. Notwithstanding any other provision of~~ this Plan, ~~to the contrary but within the restrictions of Section 11.12, all unvested, unexercisable or restricted Grants~~if there shall automatically vest, become exercisable and become unrestricted without further action by the Board or Committee upon a Change in Control, unless provisions are made in connection with the transaction resultingoccur any change in the Change in Control for the assumption of Grants theretofore awarded, or the substitution for such Grants of new grants, by the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and the per share exercise prices, as provided in Section 5.3.

~~Section 11.2.~~~~Rights as a Shareholder~~. Other than certain voting and dividend rights permitted by the Plan or an Agreement, no person shall have any rights of a shareholder as to Common Stock subject to a Grant until, after proper transfercapital structure of the ~~Common Stock subject to a Grant~~Company by reason of any extraordinary dividend or other ~~required action, such shares have been recorded on~~distribution (whether in the ~~Company’s official shareholder records as having been issued and transferred. No adjustment shall be made for~~form of cash, ~~dividends~~common stock, other securities or other ~~rights for which the record date is prior to the date such shares are recorded as issued~~property, and ~~transferred in the Company’s official shareholder records.~~

~~Section 11.3.~~~~Modification, Extension and Renewal~~other than a normal cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of ~~Grants~~.

~~(a)~~~~Ability~~. Within the limitations of the Plan and applicable laws, the Committee may modify, extend or renew outstanding Grants, accept the cancellation of outstanding Grants (to the extent not previously exercised) to make new Grants in substitution therefor, accelerate vesting, and waive any restrictions, forfeiture provisionscommon stock or other ~~terms and conditions on Grants. The foregoing notwithstanding, no such action shall apply to a Grant without the consent~~securities of ~~the Participant if it would alter or impair any rights or obligations under any Grant previously made.~~

~~(b)~~~~Code Section 409A Limitation~~. Any action taken under subsection (a) hereunder to any Grant that is considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Code

Section 409A. Any action taken under subsection (a) hereunder to any Grant that is not considered “deferred compensation” within the meaning of Code Section 409A shall be made in a manner to ensure that after such action, the Grant either continues not to be subject to Code Section 409A or complies with the requirements of Code Section 409A.

~~Section 11.4.~~ ~~Term of Plan~~~~. Grants may be made pursuant to the Plan until the expiration of ten (10) years from the Effective Date of the Plan, unless the Company sooner terminates the Plan under Section 11.5.~~

~~Section 11.5.~~~~Amendment or Termination of the Plan~~. The Board may from time to time, with respect to any Common Stock at the time not subject to Grants, suspend or discontinue the Plan or revise or amend it in any respect whatsoever. The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to Grants previously made without the written consent of the Participant holding such Grant and unless such amendments are in connection with compliance with applicable laws (including but not limited to Code Section 409A), stock exchange rules or accounting rules; provided that the Board may not make any amendment in the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement or applicable law or regulation, unless and until the approval of the holders of such Common Stock is obtained.

~~Section 11.6.~~~~Tax Withholding~~~~. Each recipient of a Grant shall, no later than the date as of which the value of any Grant first becomes includable in the gross income of the recipient for federal income tax purposes, pay to~~ the Company, or ~~make arrangements satisfactory~~other event having an effect similar to the ~~Company regarding payment of any federal, state or local taxes of any kind that are required~~foregoing, which affects the common stock, then the Committee shall, in an equitable and proportionate manner as determined by ~~law to be withheld with respect to such income. A Participant may elect to have such tax withholding satisfied, in whole or in part, by (i) authorizing~~ the ~~Company to withhold a~~Committee adjust the number of shares of vested restricted Common Stock, if any, owned by the Participant equal to the Fair Market Value as of the date withholding is effected that would satisfy the withholding amount due, (ii) transferring to the Company cashcommon stock or other ~~shares of Common Stock owned by the Participant with a Fair Market Value equal to the amount of the required withholding tax, or (iii) in the case of a Participant who is an Employee~~securities of the Company ~~or a Subsidiary at the time such withholding is effected, by withholding from the Participant’s cash compensation. Notwithstanding anything contained in the Plan~~with respect to ~~the contrary, the Participant’s satisfaction of anytax-withholding~~ ~~requirements imposed by the Committee shall~~which Awards may be ~~a condition precedent to the Company’s obligation as may otherwise be provided hereunder to provide shares of Common Stock to the Participant.~~

~~Section 11.7.~~ ~~Notices~~~~. All notices~~granted under the Plan ~~shall be in writing and if to the Company, shall be delivered personally to the Secretary~~underSection 4.1.

6.2Continuation of the Company or mailed to its principal office, addressed to the attention of the Secretary, and if to a Participant or recipient of a Grant, shall be delivered personally or mailed to the Participant or recipient of a Grant at the address appearing in the records of the Company or a Subsidiary. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section.

~~Section 11.8.~~~~Rights to Employment or Other~~Board Service. Nothing in the Plan or in any ~~Grant made under~~instrument executed pursuant to the Plan ~~shall~~will confer onupon any ~~individual~~Eligible Director any right to continue into serve on the ~~employ~~Board.

6.3Compliance with Government Regulations. No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may require the Eligible Director to take any reasonable action to comply with such requirements.

6.4Privileges of Stock Ownership. No director and no beneficiary or other ~~service~~person claiming under or through such person will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Stock, if any, that have been issued to such director.

6.5Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees or directors of the Company or ~~a Subsidiary or interfere in~~ any ~~way with~~Subsidiary.

6.6Plan Binding on Successors. The Plan shall be binding upon the ~~right~~successors and assigns of the ~~Company or a Subsidiary to terminate~~Company.

6.7Singular, Plural; Gender. Whenever used herein, nouns in the ~~individual’s employment or other service at any time.~~

~~Section 11.9.~~~~Exculpation~~6.8Headings, etc., Not Part of Plan. Headings of Articles and ~~Indemnification~~~~. To the maximum extent permitted by law, the Company or a Subsidiary shall indemnify~~Sections hereof are inserted for convenience and ~~hold harmless the members~~reference; they constitute no part of the ~~Board~~Plan.

6.9Governing Law. This Plan and ~~the members of the Committee from and against~~ any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, bad faith, willful misconduct or criminal acts of such persons.

~~Section 11.10.~~~~No Fund Created~~~~. Any and all payments hereunder to recipients of Grants~~Awards hereunder shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure such payments; provided that bookkeeping reserves may be established in connection with the satisfaction of payment obligations hereunder. The obligations of the Company under the Plan are unsecured and constitute a mere promise by the Company to make benefit payments in the future, and to the extent that any person acquires a right to receive payments under the Plan from the Company, such right shall be no greater than the right of a general unsecured creditor of the Company.

~~Section 11.11.~~ ~~Additional Arrangements~~~~. Nothing contained herein precludes the Company from adopting other or additional compensation or benefit arrangements.~~

~~Section 11.12.~~ ~~TARP Laws~~. Notwithstanding any other provision of the Plan, the Committee may not make any Grant that is prohibited by or inconsistent with the Emergency Economic Stabilization Act’s Troubled Assets Relief Program, Capital Purchase Program or the American Recovery and Reinvestment Act of 2009 or the rules, regulations or other guidance issued under such laws, as such may be amended from time to time (collectively, the “TARP laws”). Further, notwithstanding any other provision of the Plan, a Grant will not be amended, automatically vested or otherwise adjusted in any manner prohibited by the TARP laws.

~~Section 11.13.~~ ~~Captions~~~~. The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights and shall not be used in construing the terms of the Plan.~~

~~Section 11.14.~~ ~~Governing Law~~~~. Except as~~ governed by ~~federal law,~~and interpreted and construed in accordance with the laws of the ~~state~~State of Arkansas ~~shall govern the plan, without~~and applicable federal law. Any reference ~~to principles of conflict of laws.~~

~~Section 11.15.~~ ~~Execution~~~~. The Company has caused the~~in this Plan ~~to be executed~~or in the ~~name and on behalf~~agreement evidencing any Award to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

6.10Termination of Plan. If not previously terminated by the ~~Company by an officer of~~Committee or the ~~Company thereunto duly authorized.~~Board pursuant toArticle V, this Plan will terminate ten (10) years from the effective date.

LOGO

~~BANK OF THE OZARKS, INC.~~

LOGO

17901 CHENAL PARKWAY

P.O. BOX 8811

LITTLE ROCK, AR 72231-8811

VOTE BY INTERNET -www.proxyvote.com

~~By:~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~George Gleason, Chairman of~~

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the ~~Board of Directors~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and ~~CEO~~annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic 17901 CHENAL PARKWAY voting instruction form. P.O. BOX 8811 Electronic Delivery OF Future PROXY Materials LITTLE ROCK, AR 72231-8811 If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIl Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M67880-P46523 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY BANK OF THE OZARKS, INc. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the Vote on Directors number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR All the following: 1. Election of Directors Nominees: 01) George Gleason 06) Richard Cisne 11) Henry Mariani 02) Dan Thomas 07) Robert East 12) Robert Proost 03) Greg McKinney 08) Catherine B. Freedberg 13) R. L. Qualls 04) Jean Arehart 09) Linda Gleason 14) John Reynolds 05) Nicholas Brown 10) Peter Kenny 15) Sherece West-Scantlebury Vote on Proposals The Board of Directors recommends you vote FOR Proposals 2, 3, 4, 5 and 6. For Against Abstain 2. TO APPROVE THE AMENDMENT OF THE COMPANY’S BYLAWS TO INCREASE THE MAXIMUM AUTHORIZED NUMBER OF DIRECTORS. 3. TO APPROVE THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. 4. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2009 RESTRICTED STOCK PLAN. 5. TO RATIFY THE AUDIT COMMITTEE’S SELECTION AND APPOINTMENT OF THE ACCOUNTING FIRM OF CROWE HORWATH LLP AS INDEPENDENTAUDITORS FOR THE YEAR ENDING DECEMBER 31, 2014. 6. TO APPROVE, BY AN ADVISORY NON-BINDING VOTE, THE COMPANY’S EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT. For address change/comments, mark here. ! (see reverse for instructions) Yes No Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or other duciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~M67881-P46523~~

BANK OF THE OZARKS, ~~INc.~~ INC.

PROXY ~~Solicited~~SOLICITED BY THE BOARD OF ~~Directors~~DIRECTORS FOR

THE ~~Annual~~ANNUAL MEETING OF ~~Shareholders~~SHAREHOLDERS MAY ~~19, 2014~~ 18, 2015

The undersigned shareholder(s) of Bank of the Ozarks, Inc. (the “Company”) hereby appoint(s) George Gleason, Greg McKinney and Tyler Vance and each or ~~either~~any of them, the true and lawful agents and attorneys-in-fact for the undersigned, with power of substitution, to attend the meeting and to vote the stock owned by or registered in the name of the undersigned, as instructed on the reverse side of this card, at the ~~2014~~2015 Annual Meeting of Shareholders to be held at the Company’s office, 17901 Chenal Parkway, Little Rock, AR 72223, on Monday, May ~~19, 2014~~18, 2015 at 8:30 a.m., local time, and at any adjournments or postponements thereof, for the transaction of the business noted on the reverse side of this card.

The Proxy, when properly executed, will be voted in the manner directed herein by the undersigned.IF NO ~~Direction~~DIRECTION IS MADE,THIS PROXY ~~Will~~WILL BE VOTED ~~FOR~~“FOR” THE ~~Election~~ELECTION OF ~~THE NOMINEES IN Proposal 1, TO APPROVE THE AMENDMENT TO THE company’s BYlAWS TO INCREASE THE MAXIMUM AUTHORIZED NUMBER OF DIRECTORS~~EACH DIRECTOR NOMINEE IN PROPOSAL ~~2, TO APPROVE THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES IN PROPOSAL 3, TO APPROVE~~1, “FOR” THE AMENDMENT AND RESTATEMENT OF THE ~~2009 RESTRICTED~~COMPANY’S STOCK OPTION PLAN IN PROPOSAL 2, “FOR” THE COMPANY’S NON-EMPLOYEE DIRECTOR STOCK PLAN IN PROPOSAL ~~4, TO RATIFY~~3, “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION AND APPOINTMENT OF THE ACCOUNTING FIRM OF CROWE HORWATH LLP AS INDEPENDENT AUDITORS IN PROPOSAL ~~5, AND TO APPROVE,~~4, “FOR” THE APPROVAL, BY AN ADVISORY NON-BINDING VOTE OF THE COMPANY’S EXECUTIVE COMPENSATION IN PROPOSAL 5, AND “1 YEAR” WITH RESPECT TO THE FREQUENCY OF THE COMPANY’S SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION IN PROPOSAL 6.

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. ~~Address changes/comments: (If~~

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) ~~continued~~

Continued and to be signed on reverse side


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x		Definitive Proxy Statement

¨		Definitive Additional Materials

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Position	Minimum Ownership Level ($)
Chief Executive Officer		10x base salary
Chief Lending Officer/President RESG		3x base salary
Chief Financial Officer/Chief Accounting Officer		3x base salary
Chief Operating Officer/Chief Banking Officer		3x base salary
Chief Credit Officer/Chairman-Directors’ Loan Committee		2x base salary
Non-Employee Directors		5x annual retainer


	Total Number of Options Awarded in 2014 under the Bank of the Ozarks, Inc. Stock Option Plan
George Gleason,Chairman and CEO		60,000
Greg McKinney,CFO and CAO		20,000
Dan Thomas,Vice Chairman, CLO and President-RESG		33,000
Tyler Vance,COO and CBO		20,000
Darrel Russell,CCO		7,000
All Executive Officers as a Group		156,000
All Non-Executive Directors as a Group		—
All Non-Executive Officer Employees as a Group		408,250


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan
Equity compensation plans approved by securityholder:

• Bank of the Ozarks, Inc. Stock Option Plan⁽¹⁾		799,300	$	17.59		428,400

• Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan⁽²⁾		84,000	$	13.44		—

• Bank of the Ozarks, Inc. 2009 Restricted Stock Plan⁽³⁾		—		—		387,550
Equity compensation plans not approved by security holders		—		—		—

Total		883,300				815,950


	Page

Information About the Annual Meeting		1
Information About Voting		2
Board Proposal No. 1: Election of Directors		5
Corporate Governance		9
Board Proposal No. 2: Approval to Amend and Restate the Bank of the Ozarks, Inc. Stock Option Plan		16
Board Proposal No. 3: Approval of the Bank of the Ozarks, Inc. Non-Employee Director Stock Plan		20
Equity Compensation Plan Information		22
Board Proposal No. 4: Ratification of Independent Auditors		23
Report of the Audit Committee		24
Security Ownership of Management and Principal Shareholders		25
Section 16(a) Beneficial Ownership Reporting Compliance		26
Compensation Discussion and Analysis		27
Executive Compensation		41
2014 Director Compensation		47
Compensation Committee Report		48
Compensation Committee Interlocks and Insider Participation		48
Board Proposal No. 5: Advisory, Non-Binding Vote On Executive Compensation		49
Board Proposal No. 6: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation		50
Certain Transactions		51
Shareholder Proposals For the 2016 Annual Meeting		51
Additional Information Available		52
Other Matters		52
Appendix A- Amended and Restated Bank of the Ozarks, Inc. Stock Option Plan
Appendix B- Bank of the Ozarks, Inc. Non-Employee Director Stock Plan


	Bank of the Ozarks, Inc. Non-Employee Director Stock Plan
	Total Number of Shares(1)		Dollar Value (1)
George Gleason,Chairman and CEO		—		—
Greg McKinney,CFO and CAO		—		—
Dan Thomas,Vice Chairman, CLO and President-RESG		—		—
Tyler Vance,COO and CBO		—		—
Darrel Russell,CCO		—		—
All Executive Officers as a Group		—		—
All Non-Executive Directors as a Group		9,035	$	324,718
All Non-Executive Officer Employees as a Group		—		—


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plan
Equity compensation plans approved by shareholders:
• Bank of the Ozarks, Inc. Stock Option Plan (1)		1,683,350	$	24.14		364,050
• Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan (2)		176,000	$	17.32		—
• Bank of the Ozarks, Inc. Amended and Restated 2009 Restricted Stock and Incentive Plan (3)		—		—		780,300
Equity compensation plans not approved by shareholders		—		—		—

TOTAL		1,859,350				1,144,350


	2013		2012		2014		2013
Audit Fees	$	488,295	$	450,160	$	744,500	$	488,295
Audit-Related Fees		—		—		—		—
Tax Service Fees		—		—
Tax Fees						—		—
All Other Fees		2,895		—		—		2,895

Total					$	744,500	$	491,190
	$	491,190	$	450,160


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned⁽¹⁾		Percentage of Outstanding Shares

George G. Gleason P.O. Box 8811 Little Rock, Arkansas 72231-8811		3,207,668		8.7	%

BlackRock, Inc.⁽²⁾ 40 East 52^nd Street New York, NY 10022		2,766,562		7.5	%

The Vanguard Group, Inc.⁽³⁾ 100 Vanguard Blvd. Malvern, PA 19355		2,217,049		6.0	%


Name	Number of Shares of Common Stock Beneficially Owned⁽¹⁾			Percentage of Class
Name of Beneficial Owner							Number of Shares Beneficially Owned⁽¹⁾			Percentage of Class⁽¹⁾
*Directors and Executive Officers*
George and Linda Gleason		3,207,668	⁽²⁾		8.7	%		6,198,760	⁽²⁾		7.1	%
Jean Arehart		19,236				*		46,472			*
Nicholas Brown		3,700				*		14,600			*
Richard Cisne		40,300				*		105,150	⁽³⁾		*
Robert East		83,300	⁽³⁾			*		166,600	⁽⁴⁾		*
Catherine Freedberg		93,434	⁽⁴⁾			*
Catherine B. Freedberg								190,868	⁽⁵⁾		*
Peter Kenny		4,000				*		16,600			*
William Koefoed, Jr.								—			*
Henry Mariani		66,000	⁽⁵⁾			*		120,000	⁽⁶⁾		*
Greg McKinney		27,070				*		67,928			*
Robert Proost		7,000				*		18,000			*
R. L. Qualls		23,200				*		50,400			*
John Reynolds		9,155				*		27,837			*
Darrel Russell		69,111	⁽⁶⁾			*		132,494	⁽⁷⁾		*
Dan Thomas		28,288				*		97,886			*
Tyler Vance		38,932				*		94,874			*
Sherece West-Scantlebury		3,028				*		10,056			*
All Directors and Executive Officers as a group (20 persons)		3,760,086			10.2
Ross Whipple								1,536,082	⁽⁸⁾		1.8	%
Directors, Director Nominees and Executive Officers as a group (22 persons)								8,988,768			10.3	%
*Principal Shareholders (not otherwise named above)*⁽⁹⁾
BlackRock, Inc. 40 East 52^nd Street New York, NY 10022								6,053,795	⁽¹⁰⁾		7.0	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355								5,091,632	⁽¹¹⁾		5.9	%


Compensation Element	Form of Compensation	Performance Criteria
Base salary	Cash	Individual performance and contribution

Cash incentive compensation	Cash	Company Performance • Adjusted net income for 2014 • Adjusted net income, diluted EPS, efficiency ratio, net charge-off ratio and TSR for 2015

Long-term equity incentive compensation	• Stock Options	Individual performance and contribution
	• Performance award granted in time-based restricted stock	Company Performance • Adjusted net income for 2014 • Adjusted net income, diluted EPS, efficiency ratio, net charge-off ratio and TSR for 2015

Retirement and welfare benefits	• 401(k) plan with Company contributions (available to all employees); • Deferred compensation plan; and • SERP for CEO only	Not applicable

Perquisites and other benefits	Various (see below)	Not applicable


Banc First Corporation (BANF)		Northwest Bancshares, Inc. (NWBI)
Capitol Federal Financial, Inc. (CFFN)		Old National Bancorp (ONB)
City Holding Company (CHCO)		Park National Corporation (PRK)
Community Bank System, Inc. (CBU)		Prosperity Bancshares, Inc. (PB)
CVB Financial Corp. (CVBF)		Republic Bancorp, Inc. (RBCAA)
F.N.B. Corporation (FNB)		Southside Bankshares, Inc. (SBSI)
First Interstate Banc System, Inc. (FIBK)		Texas Capital Bancshares, Inc. (TCBI)
First Financial Bancorp (FFBC)		Trustmark Corporation (TRMK)
First Financial Bankshares, Inc. (FFIN)		United Bankshares, Inc. (USBI)
International Bancshares Corp. (IBOC)		Westamerica Bancorporation (WABC)
NBT Bancorp Inc. (NBTB)


Investors Bancorp, Inc. (ISBC)		United Community Banks, Inc. (UCBI)
BankUnited, Inc. (BKU)		BBCN Bancorp, Inc. (BBCN)
UMB Financial Corporation (UMBF)		Park National Corporation (PRK)
Bank of Hawaii Corporation (BOH)		Home BancShares, Inc. (HOMB)
Texas Capital Bancshares, Inc. (TCBI)		Boston Private Financial Holdings, Inc. (BPFH)
Western Alliance Bancorporation (WAL)		BancFirst Corporation (BANF)
Flagstar Bancorp, Inc. (FBC)		Talmer Bancorp, Inc. (TLMR)
Hilltop Holdings Inc. (HTH)		First Financial Bankshares, Inc. (FFIN)
Glacier Bancorp, Inc. (GBCI)		Tompkins Financial Corporation (TMP)
First Interstate BancSystem, Inc. (FIBK)		Westamerica Bancorporation (WABC)
CVB Financial Corp. (CVBF)		Central Pacific Financial Corp. (CPF)


Named Executive Officer	Base Compensation Paid				Percentage Increase/(Decrease)
Named Executive Officer	2013		2014		Percentage Increase/(Decrease)
George Gleason	$	1,730,769	$	1,000,000		(42.2	)%
Greg McKinney	$	368,077	$	424,039		15.2	%
Dan Thomas	$	1,242,308	$	1,000,000		(19.5	)%
Tyler Vance	$	366,923	$	424,039		15.6	%
Darrel Russell	$	252,308	$	257,354		2.0	%


Participant	Cash Award Based on Maximum Performance		Percent of Base Salary (%)
George Gleason	$	1,000,000		100	%
Dan Thomas	$	750,000		75	%
Greg McKinney	$	200,000		47	%
Tyler Vance	$	200,000		47	%


Executive Officer	Stock Options
Executive Officer	Number		Dollar Value ($)(1)
George Gleason		60,000	$	428,400
Dan Thomas		33,000		235,620
Greg McKinney		20,000		142,800
Tyler Vance		20,000		142,800
Darrel Russell		7,000		49,980


Compensation Element	2014 Total Compensation Mix for Mr. Gleason (1)			2014 Total Compensation Mix for Messrs. McKinney, Thomas, Vance and Russell (1)
Base Salary		19.4	%		31.9	%
Cash incentive compensation		19.4	%		17.5	%
Long-Term Equity Incentive Compensation (Stock Options and Restricted Stock)		48.3	%		49.8	%
Retirement and Welfare Benefits and Perquisites		12.9	%		0.8	%


~~Banc First Corporation (BANF)~~		~~Northwest Bancshares, Inc. (NWBI)~~
~~Capitol Federal Financial, Inc. (CFFN)~~		~~Old National Bancorp (ONB)~~
~~City Holding Company (CHCO)~~		~~Park National Corporation (PRK)~~
~~Community Bank System, Inc. (CBU)~~		~~Prosperity Bancshares, Inc. (PB)~~
~~CVB Financial Corp. (CVBF)~~		~~Republic Bancorp, Inc. (RBCAA)~~
~~F.N.B. Corporation (FNB)~~		~~Southside Bankshares, Inc. (SBSI)~~
~~First Interstate Banc System, Inc. (FIBK)~~		~~Texas Capital Bancshares, Inc. (TCBI)~~
~~First Financial Bancorp (FFBC)~~		~~Trustmark Corporation (TRMK)~~
~~First Financial Bankshares, Inc. (FFIN)~~		~~United Bankshares, Inc. (USBI)~~
~~International Bancshares Corp. (IBOC)~~		~~Westamerica Bancorporation (WABC)~~
~~NBT Bancorp Inc. (NBTB)~~


Compensation Element	2013 Total Compensation Mix for Mr. Gleason			2013 Total Compensation Mix for Messrs. McKinney, Thomas, Vance and Russell			2014 Total Compensation Mix for Mr. Gleason (1)			2014 Total Compensation Mix for Messrs. McKinney, Thomas, Vance and Russell (1)
Base Salary		40.1	%		53.2	%		19.4	%		31.9	%
Bonuses		—			—
Long-Term Equity Incentive Compensation		45.1			44.6
Cash incentive compensation								19.4	%		17.5	%
Long-Term Equity Incentive Compensation (Stock Options and Restricted Stock)								48.3	%		49.8	%
Retirement and Welfare Benefits and Perquisites		14.8			2.2			12.9	%		0.8	%


Description	Gleason^(a)		McKinney		Thomas		Vance		Russell		Gleason		McKinney		Thomas		Vance		Russell
Auto allowance	$	8,400	$	—	$	—	$	—	$	—	$	8,400	$	—	$	—	$	—	$	—
Personal use of corporate aircraft^(b)(a)		22,108		—		42,194		—		—		42,240		—		3,627		—		—
Country club membership		—		—		—		—		7,571		—		—		—		—		7,786
Employer match on 401(k) contribution		10,200		10,200		10,200		10,200		10,092		10,400		10,400		10,400		10,400		10,294
Split-dollar life insurance benefit		11,492		—		—		—		—		12,060		—		—		—		—
Accrual for SERP		155,798		—		—		—		—		165,407		—		—		—		—
Payment for life insurance premiums^(c)(b)		424,451		—		—		—		—		424,451		—		—		—		—
Payroll taxes on benefits		4,026		—		—		—		—		4,271		—		—		—		—


Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)⁽¹⁾		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/SH)⁽²⁾		Grant Date Closing Market Price		Grant Date Fair Value of Stock and Option Awards^{(3) (4)}		Grant Date		Date of Comp. Comm. Action (1)			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)								Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Option Awards: Number of Securities Underlying Options(#)		Exercise or Base Price of Option Awards ($/Sh)(4)		Grant Date Fair Value of Stock and Option Awards($)
Name												Grant Date				Target ($)				Maximum($)				Target (#)(3)			Maximum ($)				Exercise or Base Price of Option Awards ($/Sh)(4)		Grant Date Fair Value of Stock and Option Awards($)
Name														Date of Comp. Comm. Action (1)				$	775,000			$	1,000,000
George Gleason													1/13/15		6/24/14											60,000		80,000					$	1,996,200	(5)
	11/4/13 11/4/13		32,000		32,000	$	49.59	$	50.01	$	1,586,720 357,120		11/17/14		11/17/14															60,000	$	36.045	$	428,400	(6)
	11/4/13 11/4/13		8,000		8,000	$	49.59	$	50.01		396,680 89,280							—			$	200,000
Greg McKinney													1/13/15		6/24/14											20,000		20,000					$	665,400	(5)
													11/17/14		11/17/14															20,000	$	36.045	$	142,800	(6)
																	$	275,000			$	750,000
Dan Thomas													1/13/15		6/24/14											33,000		33,000					$	1,097,910	(5)
	11/4/13 11/4/13		11,000		11,000	$	49.59	$	50.01		545,435 122,760		11/17/14		11/17/14															33,000	$	36.045	$	235,620	(6)
	11/4/13 11/4/13		8,000		8,000	$	49.59	$	50.01		396,680 89,280							—			$	200,000
Tyler Vance													1/13/15		6/24/14											20,000		20,000					$	665,400	(5)
													11/17/14		11/17/14															20,000	$	36.045	$	142,800	(6)
	11/4/13 11/4/13		3,800		3,800	$	49.59	$	50.01		188,423 42,408		1/13/15		6/24/14											6,000		6,000					$	199,620	(5)
Darrel Russell													11/17/14		11/17/14															7,000	$	36.045	$	49,980	(6)


	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(8)
George Gleason				84,000 64,000 60,000	(1) (2) (3)	$ $ $	15.927 24.792 36.045		11/05/19 11/04/20 11/17/21			84,000 64,000 60,000 — — —	(5) (6) (7)		$3,185,280 $2,426,880 $2,275,200 — — —
Greg McKinney				16,000 16,000 20,000	(1) (2) (3)	$ $ $	15.927 24.792 36.045		11/05/19 11/04/20 11/17/21			16,000 16,000 20,000 — — —	(5) (6) (7)	$ $ $	606,720 606,720 758,400 — — —
Dan Thomas		14,000		20,000 22,000 33,000	(1) (2) (3)	$ $ $ $	11.842 15.927 24.792 36.045		10/18/18 11/05/19 11/04/20 11/17/21			20,000 22,000 33,000 — — — —	(5) (6) (7)	$ $ $	758,400 834,240 1,251,360 — — — —
Tyler Vance				16,000 16,000 20,000	(1) (2) (3)	$ $ $	15.927 24.792 36.045		11/05/19 11/04/20 11/17/21			16,000 16,000 20,000 — — —	(5) (6) (7)	$ $ $	606,720 606,720 758,400 — — —
Darrel Russell		6,000		10,000 7,600 7,000	(1) (2) (3)	$ $ $ $	11.842 15.927 24.792 36.045		10/18/18 11/05/19 11/04/20 11/17/21	(4)		10,000 7,600 6,000 — — — —	(5) (6) (7)	$ $ $	379,200 288,192 227,520 — — — —


Name	Executive Contributions in Last Fiscal Year		Company Contributions In Last Fiscal Year⁽¹⁾		Aggregate Earnings in Last Fiscal Year			Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year-End⁽²⁾		Executive Contributions in Last Fiscal Year		Company Contributions In Last Fiscal Year (1)		Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year-End(2)
George Gleason	$	2,904	$	—	$	136,676		$	—	$	757,995	$	—	$	—	$	52,038	$	—	$	810,033
Greg McKinney		1,904		—		74,974			—		412,423		—		—		16,980		—		429,403
Dan Thomas		2,019		—		100,627			—		512,830		—		—		23,734		—		536,564
Tyler Vance		15,330		—		20,128			—		95,125		43,019		—		6,905		—		145,049
Darrel Russell		865		—		(399	)		—		150,675		—		—		20,287		—		170,962


Name	Fees Earned or Paid in Cash ($)		Options Awards⁽¹⁾ ($)		Total ($)		Fees Earned or Paid in Cash ($)		Option Awards(1)($)		Total ($)
Jean Arehart	$	62,500	$	23,820	$	86,320	$	59,500	$	23,880	$	83,380
Nicholas Brown								42,500		23,880		66,380
Richard Cisne		43,500		23,820		67,320		46,500		23,880		70,380
Nicholas Brown		35,000		23,820		58,820
Robert East		42,000		23,820		65,820		46,000		23,880		69,880
Catherine B. Freedberg		21,500		21,680		43,180		40,500		23,880		64,380
Linda Gleason		60,000		23,820		83,820		63,500		23,880		87,380
Peter Kenny		32,000		23,820		55,820		66,000		23,880		89,880
Henry Mariani		44,000		23,820		67,820		49,500		23,880		73,380
Robert Proost		54,000		23,820		77,820		62,500		23,880		86,380
R. L. Qualls		65,000		23,820		88,820		70,500		23,880		94,380
John Reynolds		36,000		23,820		59,820		43,000		23,880		66,880
Sherece West-Scantlebury		32,500		23,820		56,320		23,500		23,880		47,380
Ross Whipple								30,000		23,880		53,880


SHARES		CLASS		PAR VALUE

	125,000,000		Common	$	0.01

	1,000,000		Preferred	$	0.01




~~ARTICLE I~~
~~ESTABLISHMENT AND PURPOSE~~

~~Section 1.1.~~		~~Establishment~~
~~Section 1.2.~~		~~Purpose~~

~~ARTICLE II~~
~~DEFINITIONS~~

~~Section 2.1.~~		~~Definitions~~

~~ARTICLE III~~ ~~ADMINISTRATION~~

~~Section 3.1.~~		~~General~~
~~Section 3.2.~~		~~Committee Meetings~~
~~Section 3.3.~~		~~Powers of the Committee~~
~~Section 3.4.~~		~~Grants to Committee Members~~
~~Section 3.5.~~		~~Committee Decisions and Determinations~~

~~ARTICLE IV~~ ~~ELIGIBILITY AND PARTICIPATION~~

~~Section 4.1.~~		~~Eligibility~~
~~Section 4.2.~~		~~Participation~~

~~ARTICLE V~~
~~SHARES SUBJECT TO PLAN~~

~~Section 5.1.~~		~~Available Shares~~
~~Section 5.2.~~		~~Previously Granted Shares~~
~~Section 5.3.~~		~~Adjustments~~
~~Section 5.4.~~		~~Code Section 409A Limitation~~

~~ARTICLE VI~~
~~GRANTS IN GENERAL~~

~~Section 6.1.~~		~~Agreement~~
~~Section 6.2.~~		~~Time of Granting of an Award~~
~~Section 6.3.~~		~~Term and Nontransferability of Grants~~
~~Section 6.4.~~		~~Termination of Services~~
~~Section 6.5.~~		~~Participation~~

~~ARTICLE VII~~ ~~RESTRICTED STOCK~~

~~Section 7.1.~~		~~General~~
~~Section 7.2.~~		~~Delivery~~
~~Section 7.3.~~		~~Shareholder Rights~~
~~Section 7.4.~~		~~Price~~
~~Section 7.5.~~		~~Section 83(b) Election~~



~~ARTICLE VIII~~
~~RESTRICTED STOCK UNITS~~

~~Section 8.1.~~		~~General~~
~~Section 8.2.~~		~~Rights~~

~~ARTICLE IX~~
~~PERFORMANCE AWARDS~~

~~Section 9.1.~~		~~Grant~~
~~Section 9.2.~~		~~Terms and Conditions~~
~~Section 9.3.~~		~~Payment of Performance Awards~~

~~ARTICLE X~~
~~PROVISIONS APPLICABLE TO COVERED OFFICERS~~

~~Section 10.1.~~		~~Covered Officers~~
~~Section 10.2.~~		~~Performance Goals~~
~~Section 10.3.~~		~~Limitations~~
~~Section 10.4.~~		~~Terms and Conditions~~
~~Section 10.5.~~		~~Compliance with Section 162(m)~~

~~ARTICLE XI~~ ~~MISCELLANEOUS~~

~~Section 11.1.~~		~~Effect of a Change in Control~~
~~Section 11.2~~		~~Rights as a Shareholder~~
~~Section 11.3.~~		~~Modification, Extension and Renewal of Grants~~
~~Section 11.4.~~		~~Term of Plan~~
~~Section 11.5.~~		~~Amendment or Termination of the Plan~~
~~Section 11.6.~~		~~Tax Withholding~~
~~Section 11.7.~~		~~Notices~~
~~Section 11.8.~~		~~Rights to Employment or Other Service~~
~~Section 11.9.~~		~~Exculpation and Indemnification~~
~~Section 11.10.~~		~~No Fund Created~~
~~Section 11.11.~~		~~Additional Arrangements~~
~~Section 11.12.~~		~~TARP Laws~~
~~Section 11.13.~~		~~Captions~~
~~Section 11.14.~~		~~Governing Law~~
~~Section 11.15.~~		~~Execution~~


		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		DETACH AND RETURN THIS PORTION ONLY

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