Exhibit 10.2









	Exhibit 10.2
	







	


GUARANTEE AGREEMENT






between






SIMMONS FIRST NATIONAL CORPORATION,
As Guarantor,






and






DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Guarantee Trustee






Dated as of December 16, 2003







SIMMONS FIRST CAPITAL TRUST II






















	


TABLE OF CONTENTS









	ARTICLE I	 	INTERPRETATION AND DEFINITIONS	 	2	 
	SECTION 1.1	 	Interpretation	 	2	 
	SECTION 1.2	 	Definitions	 	2	 
	 
	ARTICLE II	 	REPORTS	 	6	 
	SECTION 2.1	 	List of Holders	 	6	 
	SECTION 2.2	 	Periodic Reports to the Guarantee Trustee	 	6	 
	SECTION 2.3	 	Event of Default; Waiver	 	6	 
	SECTION 2.4	 	Event of Default; Notice	 	6	 
	 
	ARTICLE III	 	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE	 	7	 
	SECTION 3.1	 	Powers and Duties of the Guarantee Trustee	 	7	 
	SECTION 3.2	 	Certain Rights of the Guarantee Trustee	 	8	 
	SECTION 3.3	 	Compensation	 	10	 
	SECTION 3.4	 	Indemnity	 	10	 
	SECTION 3.5	 	Securities	 	11	 
	 
	ARTICLE IV	 	GUARANTEE TRUSTEE	 	11	 
	SECTION 4.1	 	Guarantee Trustee; Eligibility	 	11	 
	SECTION 4.2	 	Appointment, Removal and Resignation of the Guarantee Trustee	 	11	 
	 
	ARTICLE V	 	GUARANTEE	 	12	 
	SECTION 5.1	 	Guarantee	 	12	 
	SECTION 5.2	 	Waiver of Notice and Demand	 	13	 
	SECTION 5.3	 	Obligations Not Affected	 	13	 
	SECTION 5.4	 	Rights of Holders	 	14	 
	SECTION 5.5	 	Guarantee of Payment	 	14	 
	SECTION 5.6	 	Subrogation	 	14	 
	SECTION 5.7	 	Independent Obligations	 	14	 
	SECTION 5.8	 	Enforcement	 	14	 
	 
	ARTICLE VI	 	COVENANTS AND SUBORDINATION	 	15	 
	SECTION 6.1	 	Dividends, Distributions and Payments	 	15	 
	SECTION 6.2	 	Subordination.	 	15	 
	SECTION 6.3	 	Pari Passu Guarantees	 	16	 
	 
	ARTICLE VII	 	TERMINATION	 	16	 
	SECTION 7.1	 	Termination	 	16	 
	 
	ARTICLE VIII	 	MISCELLANEOUS	 	17	 
	SECTION 8.1	 	Successors and Assigns	 	17	 
	SECTION 8.2	 	Amendments	 	17	 
	SECTION 8.3	 	Notices	 	17	 
	SECTION 8.4	 	Benefit	 	18	 






	


i














	SECTION 8.5	 	Governing Law	 	18	 
	SECTION 8.6	 	Submission to Jurisdiction	 	18	 
	SECTION 8.7	 	Counterparts	 	18	 






	


ii















	


        GUARANTEE
AGREEMENT, dated as of December 16, 2003, executed and delivered by SIMMONS
FIRST NATIONAL CORPORATION, an Arkansas corporation (the
“Guarantor”) having its principal office at 501 Main Street,
Pine Bluff, Arkansas 71601, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as trustee (in such capacity, the “Guarantee
Trustee”), for the benefit of the Holders (as defined herein) from time
to time of the Preferred Securities (as defined herein) of Simmons First Capital
Trust II, a Delaware statutory trust (the “Issuer”).



W I T N E S S E T H
:



        WHEREAS,
pursuant to an Amended and Restated Trust Agreement, dated as of the date hereof
(the “Trust Agreement”), among the Guarantor, as Depositor, the
Property Trustee, the Delaware Trustee and the Administrative Trustees named
therein and the holders from time to time of the Preferred Securities (as
hereinafter defined), the Issuer is issuing $10,000,000 aggregate Liquidation
Amount (as defined in the Trust Agreement) of its Floating Rate Preferred
Securities (Liquidation Amount $1,000 per preferred security) (the
“Preferred Securities”) representing preferred undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in the Trust Agreement;



        WHEREAS,
the Preferred Securities will be issued by the Issuer and the proceeds thereof,
together with the proceeds from the issuance of the Issuer’s Common
Securities (as defined below), will be used to purchase the Notes (as defined in
the Trust Agreement) of the Guarantor; and



        WHEREAS,
as incentive for the Holders to purchase Preferred Securities the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth
herein, to pay to the Holders of the Preferred Securities the Guarantee Payments
(as defined herein) and to make certain other payments on the terms and
conditions set forth herein.



        NOW,
THEREFORE, in consideration of the purchase by each Holder of Preferred
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement to
provide as follows for the benefit of the Holders from time to time of the
Preferred Securities:



1















	


ARTICLE I



INTERPRETATION
AND DEFINITIONS



        SECTION
1.1     Interpretation.



        In
this Guarantee Agreement, unless the context otherwise requires:










	 	        (a)
capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto
have the respective meanings assigned to them in Section 1.2;






	 	        (b)
the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”;






	 	        (c)
all references to “the Guarantee Agreement” or “this Guarantee
Agreement” are to this Guarantee Agreement as modified, supplemented or amended from
time to time;






	 	        (d)
all references in this Guarantee Agreement to Articles and Sections are to Articles and
Sections of this Guarantee Agreement unless otherwise specified;






	 	        (e)
the words “hereby”, “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Guarantee Agreement
as a whole and not to any particular Article, Section or other subdivision;






	 	        (f)
a reference to the singular includes the plural and vice versa; and






	 	        (g) the
masculine, feminine or neuter genders used herein shall include the masculine, feminine
and neuter genders.






	


        SECTION
1.2     Definitions.



        As
used in this Guarantee Agreement, the terms set forth below shall, unless the
context otherwise requires, have the following meanings:










	 	        “Affiliate”
of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person;
provided, that the Issuer shall not be deemed to be an Affiliate of the Guarantor.
For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.






	 	        “Beneficiaries”
means any Person to whom the Issuer is or hereafter becomes indebted or liable.






	


2















	 	        “Board
of Directors” means either the board of directors of the Guarantor or any duly
authorized committee of that board.






	 	        “Common
Securities” means the securities representing common undivided beneficial
interests in the assets of the Issuer.






	 	        “Debt”
means with respect to any Person, whether recourse is to all or a portion of the assets of
such Person, whether currently existing or hereafter incurred, and whether or not
contingent and without duplication, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (iii) every reimbursement obligation of
such Person with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of such Person; (iv) every obligation of such Person
issued or assumed as the deferred purchase price of property or services (but excluding
trade accounts payable arising in the ordinary course of business); (v) every capital
lease obligation of such Person; (vi) all indebtedness of such Person, whether incurred on
or prior to the date of this Guarantee Agreement or thereafter incurred, for claims in
respect of derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options, swaps and similar arrangements; (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable for, directly or indirectly, as obligor or
otherwise; and (viii) any renewals, extensions, refundings, amendments or modifications of
any obligation of the type referred to in clauses (i) through (vii).






	 	        “Event
of Default” means a default by the Guarantor on any of its payment or other
obligations under this Guarantee Agreement; provided, that except with respect to a
default in payment of any Guarantee Payments, the Guarantor shall have received notice of
default from the Guarantee Trustee and shall not have cured such default within thirty
(30) days after receipt of such notice.






	 	        “Guarantee
Payments” means the following payments or distributions, without duplication,
with respect to the Preferred Securities, to the extent not paid or made by or on behalf
of the Issuer: (i) any accumulated and unpaid Distributions (as defined in the Trust
Agreement) required to be paid on the Preferred Securities, to the extent the Issuer shall
have funds on hand available therefor at such time, (ii) the Redemption Price with respect
to any Preferred Securities called for redemption by the Issuer to the extent the Issuer
shall have funds on hand available therefor at such time, and (iii) upon a voluntary or
involuntary termination, winding up or liquidation of the Issuer, unless Notes are
distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount of
$1,000 per Preferred Security plus accumulated and unpaid Distributions on the Preferred
Securities to the date of payment, to the extent that the Issuer shall have funds
available therefor at such time and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer after satisfaction of
liabilities to creditors of the Issuer in accordance with applicable law (in either case,
the “Liquidation Distribution”).






	


3















	 	        “Guarantee
Trustee” means Deutsche Bank Trust Company Americas, until a Successor Guarantee
Trustee, as defined below, has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such Successor
Guarantee Trustee.






	 	        “Holder”
means any holder, as registered on the books and records of the Issuer, of any Preferred
Securities; provided, that, in determining whether the holders of the requisite
percentage of Preferred Securities have given any request, notice, consent or waiver
hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee or
any Affiliate of the Guarantor or the Guarantee Trustee.






	 	        “Indenture”
means the Junior Subordinated Indenture, dated as of the date hereof, as supplemented and
amended, between the Guarantor and Deutsche Bank Trust Company Americas, as trustee.






	 	        “List
of Holders” has the meaning specified in Section 2.1.






	 	        “Majority
in Liquidation Amount of the Preferred Securities” means a vote by the Holder(s),
voting separately as a class, of more than fifty percent (50%) of the aggregate
Liquidation Amount of all then outstanding Preferred Securities issued by the Issuer.






	 	        “Obligations”
means any costs, expenses or liabilities (but not including liabilities related to taxes)
of the Issuer, other than obligations of the Issuer to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust Securities.






	 	        “Officers’
Certificate” means, with respect to any Person, a certificate signed by the Chief
Executive Officer, Chief Financial Officer, President or a Vice President of such Person,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers’ Certificate
delivered with respect to compliance with a condition or covenant provided for in this
Guarantee Agreement (other than the certificate provided pursuant to Section 2.4)
shall include:






	 	        (a)
a statement that each officer signing the Officers’ Certificate has read the covenant
or condition and the definitions relating thereto;






	 	        (b)
a brief statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;






	 	        (c)
a statement that each officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion
as to whether or not such covenant or condition has been complied with; and






	


4















	 	        (d)
a statement as to whether, in the opinion of each officer, such condition or covenant has
been complied with.






	 	        “Person”
means a legal person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, government or any agency or political subdivision thereof or
any other entity of whatever nature.






	 	        “Responsible
Officer” means, with respect to the Guarantee Trustee, any Senior Vice President,
any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or
any other officer of the Corporate Trust Department of the Guarantee Trustee and also
means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer’s knowledge of and familiarity with the
particular subject.






	 	        “Senior
Debt” means the principal of and any premium and interest on (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Guarantor whether or not such claim for post-petition interest is allowed
in such proceeding) all Debt of the Guarantor, whether incurred on or prior to the date of
the Indenture or thereafter incurred, unless it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such obligations
are not superior in right of payment to the Preferred Securities; provided,
however, that if the Guarantor is subject to the regulation and supervision of an
“appropriate Federal banking agency” within the meaning of 12 U.S.C. 1813(q),
the Guarantor shall have received the approval of such appropriate Federal banking agency
prior to issuing any such obligation; provided further, that Senior Debt shall not
include the Notes, this Guarantee Agreement, any other debt securities, and guarantees in
respect of such debt securities, issued to any trust other than the Issuer (or a trustee
of such trust), partnership or other entity affiliated with the Guarantor that is a
financing vehicle of the Guarantor (a “financing entity”), in connection with
the issuance by such financing entity of equity securities or other securities that are
treated as equity capital for regulatory capital purposes guaranteed by the Guarantor
pursuant to an instrument that ranks pari passu with or junior in right of payment
to this Guarantee Agreement, including, without limitation, securities issued by Simmons
First Capital Trust I, Simmons First Capital Trust III and Simmons First Capital Trust IV.






	 	        “Successor
Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1.






	 	        “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended and as in effect
on the date of this Guarantee Agreement.






	


5















	


Capitalized
or otherwise  defined terms used but not otherwise  defined herein shall have the
meanings assigned to such terms  in the Trust Agreement as in effect on the date hereof.



ARTICLE II



REPORTS



        SECTION
2.1     List of Holders.



        The
Guarantor shall furnish or cause to be furnished to the Guarantee Trustee at
such times as the Guarantee Trustee may request in writing, within thirty (30)
days after the receipt by the Guarantor of any such request, a list, in such
form as the Guarantee Trustee may reasonably require, of the names and addresses
of the Holders (the “List of Holders”) as of a date not more
than fifteen (15) days prior to the time such list is furnished, in each case to
the extent such information is in the possession or control of the Guarantor and
is not identical to a previously supplied list of Holders or has not otherwise
been received by the Guarantee Trustee in its capacity as such. The Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.



        SECTION
2.2     Periodic Reports to the Guarantee Trustee.



        The
Guarantor shall deliver to the Guarantee Trustee, within one hundred and twenty
(120) days after the end of each fiscal year of the Guarantor ending after the
date of this Guarantee Agreement, an Officers’ Certificate covering the
preceding fiscal year, stating whether or not to the knowledge of the signers
thereof the Guarantor is in default in the performance or observance of any of
the terms or provisions or any of the conditions of this Guarantee Agreement
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Guarantor shall be in default thereof, specifying all
such defaults and the nature and status thereof of which they have knowledge.



        SECTION
2.3     Event of Default; Waiver.



        The
Holders of a Majority in Liquidation Amount of the Preferred Securities may, on
behalf of the Holders, waive any past Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Guarantee Agreement, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
therefrom.



        SECTION
2.4     Event of Default; Notice.










	 	        (a)
The Guarantee Trustee shall, within ninety (90) days after the occurrence of a default,
transmit to the Holders notices of all defaults actually known to the Guarantee Trustee,
unless such defaults have been cured or waived before the giving of such notice,
provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if and so
long as the Board of Directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Guarantee Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders. For the purpose of this
Section 2.4, the term “default” means any event that is, or after
notice or lapse of time or both would become, an Event of Default.






	


6















	 	        (b)
The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless
the Guarantee Trustee shall have received written notice, or a Responsible Officer charged
with the administration of this Guarantee Agreement shall have obtained written notice, of
such Event of Default from the Guarantor or a Holder.






	


ARTICLE
III



POWERS, DUTIES
AND RIGHTS OF THE GUARANTEE TRUSTEE



        SECTION
3.1     Powers and Duties of the Guarantee Trustee.










	 	        (a)
This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the
Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any
Person except a Holder exercising its rights pursuant to Section 5.4(d) or to a
Successor Guarantee Trustee upon acceptance by such Successor Guarantee Trustee of its
appointment to act as Successor Guarantee Trustee. The right, title and interest of the
Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon
acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such
vesting and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor Guarantee
Trustee.






	 	        (b)
The rights, immunities, duties and responsibilities of the Guarantee Trustee shall be as
provided by this Guarantee Agreement and there shall be no other duties or obligations,
express or implied, of the Guarantee Trustee. Notwithstanding the foregoing, no provisions
of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not herein expressly so provided,
every provision of this Guarantee Agreement relating to the conduct or affecting the
liability of or affording protection to the Guarantee Trustee shall be subject to the
provisions of this Section 3.1. To the extent that, at law or in equity, the
Guarantee Trustee has duties and liabilities relating to the Guarantor or the Holders, the
Guarantee Trustee shall not be liable to any Holder for the Guarantee Trustee’s good
faith reliance on the provisions of this Guarantee Agreement. The provisions of this
Guarantee Agreement, to the extent that they restrict the duties and liabilities of the
Guarantee Trustee otherwise existing at law or in equity, are agreed by the Guarantor and
the Holders to replace such other duties and liabilities of the Guarantee Trustee.






	


7















	 	        (c)
No provision of this Guarantee Agreement shall be construed to relieve the Guarantee
Trustee from liability for its own negligent action, negligent failure to act or own
willful misconduct, except that:






	 	        (i)
the Guarantee Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the
Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such
judgment was made; and






	 	        (ii)
the Guarantee Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders of not less
than a Majority in Liquidation Amount of the Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the Guarantee
Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement.






	


        SECTION
3.2     Certain Rights of the Guarantee Trustee.










	 	        (a)
Subject to the provisions of Section 3.1:






	 	        (i)
the Guarantee Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting in good faith and in accordance with the terms hereof upon any
resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document reasonably believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties;






	 	        (ii)
any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be
sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed
herein;






	 	        (iii)
the Guarantee Trustee may consult with counsel, and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder in good faith and in reliance thereon and in
accordance with such advice. Such counsel may be counsel to the Guarantee Trustee, the
Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee
shall have the right at any time to seek instructions concerning the administration of
this Guarantee Agreement from any court of competent jurisdiction;






	


8















	 	        (iv)
the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Guarantee Agreement at the request or direction of any Holder, unless
such Holder shall have provided to the Guarantee Trustee reasonable security or indemnity
against the costs, expenses (including reasonable attorneys’ fees and expenses) and
liabilities that might be incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the Guarantee Trustee;
provided, that, nothing contained in this Section 3.2(a)(iv) shall be taken
to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Guarantee Agreement;






	 	        (v)
the Guarantee Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit,
and if the Guarantee Trustee shall determine to make such inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Guarantor, personally
or by agent or attorney;






	 	        (vi)
the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through its agents, attorneys, custodians or
nominees and the Guarantee Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent, attorney, custodian or nominee appointed with
due care by it hereunder;






	 	        (vii)
whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy or right
hereunder, the Guarantee Trustee (A) may request instructions from the Holders of a
Majority in Liquidation Amount of the Preferred Securities, (B) may refrain from enforcing
such remedy or right or taking such other action until such instructions are received and
(C) shall be protected in acting in accordance with such instructions;






	 	        (viii)
except as otherwise expressly provided by this Guarantee Agreement, the Guarantee Trustee
shall not be under any obligation to take any action that is discretionary under the
provisions of this Guarantee Agreement; and






	 	        (ix)
whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall
deem it desirable that a matter be proved or established before taking, suffering or
omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part, request and
rely upon an Officers’ Certificate which, upon receipt of such request from the
Guarantee Trustee, shall be promptly delivered by the Guarantor.






	


9















	 	        (b)
No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation
on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or
in which the Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right, power, duty
or obligation. No permissive power or authority available to the Guarantee Trustee shall
be construed to be a duty to act in accordance with such power and authority.






	


        SECTION
3.3     Compensation.



        The
Guarantor agrees to pay to the Guarantee Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provisions of law in regard to the compensation of a
trustee of an express trust) and to reimburse the Guarantee Trustee upon request
for all reasonable expenses, disbursements and advances (including the
reasonable fees and expenses of its attorneys and agents) incurred or made by
the Guarantee Trustee in accordance with any provisions of this Guarantee
Agreement.



        SECTION
3.4     Indemnity.



        The
Guarantor agrees to indemnify and hold harmless the Guarantee Trustee and any of
its Affiliates and any of their officers, directors, shareholders, employees,
representatives or agents from and against any loss, damage, liability, tax
(other than income, franchise or other taxes imposed on amounts paid pursuant to
Section 3.3), penalty, expense or claim of any kind or nature whatsoever
incurred without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
Guarantee Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Guarantee Trustee will not claim or
exact any lien or charge on any Guarantee Payments as a result of any amount due
to it under this Guarantee Agreement. This indemnity shall survive the
termination of this Agreement or the resignation or removal of the Guarantee
Trustee.



        In
no event shall the Guarantee Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Guarantee Trustee has been advised of
the likelihood of such loss or damage and regardless of the form of action.



        In
no event shall the Guarantee Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (declared or
undeclared), terrorism, fire, riot, embargo or government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Guarantee Agreement.



10















	


        SECTION
3.5     Securities.



        The
Guarantee Trustee or any other agent of the Guarantee Trustee, in its individual
or any other capacity, may become the owner or pledgee of Common or Preferred
Securities.



ARTICLE IV



GUARANTEE
TRUSTEE



        SECTION
4.1     Guarantee Trustee; Eligibility.










	 	        (a)
There shall at all times be a Guarantee Trustee which shall:






	 	        (i)
not be an Affiliate of the Guarantor; and






	 	        (ii)
be a corporation organized and doing business under the laws of the United States or of
any State thereof, authorized to exercise corporate trust powers, having a combined
capital and surplus of at least fifty million dollars ($50,000,000), subject to
supervision or examination by Federal or State authority and having an office within the
United States. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining authority, then,
for the purposes of this Section 4.1, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.






	 	        (b)
If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the
effect set out in Section 4.2(c).






	 	        (c)
If the Guarantee Trustee has or shall acquire any “conflicting interest” within
the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee shall
either eliminate such interest or resign in the manner and with the effect set out in
Section 4.2(c).






	


        SECTION
4.2     Appointment, Removal and Resignation of the Guarantee Trustee.










	 	        (a)
Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed
without cause at any time by the Guarantor, except during an Event of Default.






	 	        (b)
The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor.






	


11















	 	        (c)
The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee
Trustee shall have been appointed or until its removal or resignation. The Guarantee
Trustee may resign from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor,
which resignation shall not take effect until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by such
Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.






	 	        (d)
If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section  4.2 within thirty (30) days after delivery to the
Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition,
at the expense of the Guarantor, any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Guarantee Trustee.






	


ARTICLE V



GUARANTEE



        SECTION
5.1     Guarantee.










	 	        (a)
The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the
Issuer), as and when due, regardless of any defense (except for the defense of payment by
the Issuer), right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment
of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders. The Guarantor shall give prompt written notice to the
Guarantee Trustee in the event it makes any direct payment to the Holders hereunder.






	 	        (b)
The Guarantor hereby also agrees to assume any and all Obligations of the Issuer, and, in
the event any such Obligation is not so assumed, subject to the terms and conditions
hereof, the Guarantor hereby irrevocably and unconditionally guarantees to each
Beneficiary the full payment, when and as due, of any and all Obligations to such
Beneficiaries. This Guarantee is intended to be for the Beneficiaries who have received
notice hereof.






	


12















	


        SECTION
5.2     Waiver of Notice and Demand.



        The
Guarantor hereby waives notice of acceptance of the Guarantee Agreement and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Guarantee Trustee, Issuer or
any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.



        SECTION
5.3     Obligations Not Affected.



        The
obligations, covenants, agreements and duties of the Guarantor under this
Guarantee Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:










	 	        (a)
the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer of any express or implied agreement, covenant, term or condition relating to
the Preferred Securities to be performed or observed by the Issuer;






	 	        (b)
the extension of time for the payment by the Issuer of all or any portion of the
Distributions (other than an extension of time for payment of Distributions that results
from the extension of any interest payment period on the Notes as provided in the
Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Preferred Securities or the extension of time for the performance of any
other obligation under, arising out of, or in connection with, the Preferred Securities;






	 	        (c)
any failure, omission, delay or lack of diligence on the part of the Holders to enforce,
assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant
to the terms of the Preferred Securities, or any action on the part of the Issuer granting
indulgence or extension of any kind;






	 	        (d)
the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer or any of the assets of the Issuer;






	 	        (e)
any invalidity of, or defect or deficiency in, the Preferred Securities;






	 	        (f) the
settlement or compromise of any obligation guaranteed hereby or hereby incurred; or






	 	        (g)
any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that
the obligations of the Guarantor hereunder shall be absolute and unconditional under any
and all circumstances.






	


13















	


        There
shall be no obligation of the Holders to give notice to, or obtain the consent
of, the Guarantor with respect to the happening of any of the foregoing.



        SECTION
5.4     Rights of Holders.



        The
Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be
deposited with the Guarantee Trustee to be held for the benefit of the Holders;
(b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on
behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of
the Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of this Guarantee Agreement or exercising any trust or power conferred
upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder
may institute a legal proceeding directly against the Guarantor to enforce its
rights under this Guarantee Agreement, without first instituting a legal
proceeding against the Guarantee Trustee, the Issuer or any other Person.



        SECTION
5.5     Guarantee of Payment.



        This
Guarantee Agreement creates a guarantee of payment and not of collection. This
Guarantee Agreement will not be discharged except by payment of the Guarantee
Payments in full (without duplication of amounts theretofore paid by the Issuer)
or upon distribution of Notes to Holders as provided in the Trust Agreement.



        SECTION
5.6     Subrogation.



        The
Guarantor shall be subrogated to all (if any) rights of the Holders against the
Issuer in respect of any amounts paid to the Holders by the Guarantor under this
Guarantee Agreement and shall have the right to waive payment by the Issuer
pursuant to Section 5.1; provided, that, the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if, at the time of any such payment, any amounts
are due and unpaid under this Guarantee Agreement. If any amount shall be paid
to the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Holders.



        SECTION
5.7     Independent Obligations.



        The
Guarantor acknowledges that its obligations hereunder are independent of the
obligations of the Issuer with respect to the Preferred Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3.



14















	


        SECTION
5.8     Enforcement.



        A
Beneficiary may enforce the Obligations of the Guarantor contained in Section
5.1(b) directly against the Guarantor, and the Guarantor waives any right or
remedy to require that any action be brought against the Issuer or any other
person or entity before proceeding against the Guarantor.



ARTICLE VI



COVENANTS
AND SUBORDINATION



        SECTION
6.1     Dividends, Distributions and Payments.



        So
long as any Preferred Securities remain outstanding, if there shall have
occurred and be continuing an Event of Default or the Guarantor shall have
entered into an Extension Period as provided for in the Indenture and such
period, or any extension thereof, shall have commenced and be continuing, then
the Guarantor may not (a) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make liquidation payment with respect to, any of
the Guarantor’s capital stock or (b) make any payment of principal of or
any interest or premium on or repay, repurchase or redeem any debt securities of
the Guarantor that rank pari passu in all respects with or junior in
interest to the Preferred Securities (other than, with respect to clauses (a)
and (b) above, (i) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Guarantor (or securities convertible into
or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the occurrence of such Event of Default or the
applicable Extension Period, (ii) as a result of an exchange or conversion of
any class or series of the Guarantor’s capital stock (or any capital stock
of a subsidiary of the Guarantor) for any class or series of the
Guarantor’s capital stock or any class of series of the Guarantor’s
indebtedness for any class or series of the Guarantor’s capital stock,
(iii) the purchase of fractional interests in shares of the Guarantor’s
capital stock pursuant to the conversions or exchange provisions of such capital
stock or the security being converted or exchanged, (iv) any declaration of a
dividend in connection with any rights plan, the issuance of rights, stock or
other property under any rights plan or the redemption or repurchase of rights
pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).



        SECTION
6.2     Subordination.



        The
obligations of the Guarantor under this Guarantee Agreement will constitute
unsecured obligations of the Guarantor and will rank subordinate and junior in
right of payment to all Senior Debt of the Guarantor.



15















	


        SECTION
6.3     Pari Passu Guarantees.










	 	        (a)
The obligations of the Guarantor under this Guarantee Agreement shall rank pari
passu with the obligations of the Guarantor under any similar guarantee agreements
issued by the Guarantor with respect to preferred securities (if any) similar to the
Preferred Securities, issued by trusts other than the Issuer established or to be
established by the Guarantor (if any), in each case similar to the Issuer, including,
without limitation, the Guarantee Agreement, dated on or about June 24, 1997, issued by
the Guarantor with respect to the preferred securities issued by Simmons First Capital
Trust I, the Guarantee Agreement, dated the date hereof, issued by the Guarantor with
respect to the preferred securities issued by Simmons First Capital Trust III, and the
Guarantee Agreement, dated the date hereof, issued by the Guarantor with respect to the
preferred securities issued by Simmons First Capital Trust IV.






	 	        (b)
The right of the Guarantor to participate in any distribution of assets of any of its
subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is
subject to the prior claims of creditors of that subsidiary, except to the extent the
Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the
Guarantor’s obligations under this Guarantee will be effectively subordinated to all
existing and future liabilities of the Guarantor’s subsidiaries, and claimants should
look only to the assets of the Guarantor for payments thereunder. This Guarantee does not
limit the incurrence or issuance of other secured or unsecured debt of the Guarantor,
including Senior Debt of the Guarantor, under any indenture or agreement that the
Guarantor may enter into in the future or otherwise.






	


ARTICLE
VII



TERMINATION



        SECTION
7.1     Termination.



        This
Guarantee Agreement shall terminate and be of no further force and effect upon
(a) full payment of the Redemption Price of all Preferred Securities, (b) the
distribution of Notes to the Holders in exchange for all of the Preferred
Securities or (c) full payment of the amounts payable in accordance with the
Trust Agreement upon liquidation of the Issuer. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder must restore payment of any sums paid
with respect to Preferred Securities or this Guarantee Agreement. The
obligations of the Guarantor under Sections 3.3 and 3.4 shall
survive any such termination or the resignation and removal of the Guarantee
Trustee.



16















	


ARTICLE
VIII



MISCELLANEOUS



        SECTION
8.1     Successors and Assigns.



        All
guarantees and agreements contained in this Guarantee Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Preferred Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII of the Indenture and pursuant
to which the successor or assignee agrees in writing to perform the
Guarantor’s obligations hereunder, the Guarantor shall not assign its
rights or delegate its obligations hereunder without the prior approval of the
Holders of a Majority in Liquidation Amount of the Preferred Securities.



        SECTION
8.2     Amendments.



        Except
with respect to any changes that do not adversely affect the rights of the
Holders in any material respect (in which case no consent of the Holders will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Guarantor, the Guarantee Trustee and the Holders of not less than a
Majority in Liquidation Amount of the Preferred Securities. The provisions of
Article VI of the Trust Agreement concerning meetings or consents of the Holders
shall apply to the giving of such approval.



        SECTION
8.3     Notices.



        Any
notice, request or other communication required or permitted to be given
hereunder shall be in writing, duly signed by the party giving such notice, and
delivered, telecopied or mailed by first class mail as follows:










	 	        (a)
if given to the Guarantor, to the address or facsimile number set forth below or such
other address, facsimile number or to the attention of such other Person as the Guarantor
may give notice to the Guarantee Trustee and the Holders:






	 	Simmons First National Corporation

P.O. Box 7009

Pine Bluff, Arkansas 71611

Facsimile No.: (870) 541-1095

Attention: Executive Vice President and Chief Financial Officer






	 	        (b)
if given to the Issuer, at the Issuer’s address or facsimile number set forth below
or such other address, facsimile number or to the attention of such other Person as the
Issuer may give notice to the Guarantee Trustee and the Holders:






	 	Simmons First Capital Trust II

c/o Simmons First National Corporation

P.O. Box 7009

Pine Bluff, Arkansas 71611

Facsimile No.: (870) 541-1095

Attention: Administrative Trustee






	


17















	 	        (c)
if given to the Guarantee Trustee, at the address or facsimile number set forth below or
such other address, facsimile number or to the attention of such other Person as the
Guarantee Trustee may give notice to the Guarantor and the Holders:






	 	Deutsche Bank Trust Company Americas

60 Wall Street, New York, New York 10005-2858

Facsimile No.: (212) 797-8622

Attention: Corporate Trust and Agency Service






	 	        (d)
if given to any Holder, at the address set forth on the books and records of the Issuer.






	


        All
notices hereunder shall be deemed to have been given when received in person,
telecopied with receipt confirmed, or mailed by first class mail, postage
prepaid, except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.



        SECTION
8.4     Benefit.



        This
Guarantee Agreement is solely for the benefit of the Holders and is not
separately transferable from the Preferred Securities.



        SECTION
8.5     Governing Law.



        This Guarantee
Agreement and the rights and obligations of each party hereto, shall be
construed and enforced in accordance with and governed by the laws of the State
of New York without reference to its conflict of laws provisions (other than
Section 5-1401 of the General Obligations Law).



        SECTION
8.6     Submission to Jurisdiction.



        ANY
LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
ARISING OUT OF THIS GUARANTEE AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
GUARANTEE AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING
OUT OF OR IN CONNECTION WITH THIS GUARANTEE AGREEMENT.



18















	


        SECTION
8.7     Counterparts.



        This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.



[THE NEXT PAGE IS
THE SIGNATURE PAGE]



19















	


        IN
WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement as of
the date first above written.










			SIMMONS FIRST NATIONAL CORPORATION




By: /s/ J. Thomas May

        ——————————————

        J. Thomas May

        Chairman, President and Chief

        Executive Officer



DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Guarantee Trustee




By:/s/ Wanda Camacho

        ——————————————

        Name

        Title: