Exhibit 4.2


 


SIMMONS FIRST NATIONAL CORPORATION


 


FIRST SUPPLEMENTAL INDENTURE


dated as of March 26, 2018


 


to the Subordinated Indenture


dated as of March 26, 2018


 


5.00% Fixed-to-Floating Rate Subordinated
Notes due 2028


 


Wilmington Trust, National Association,
as Trustee


 




     


     


    




 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE (“First
Supplemental Indenture”), dated as of March 26, 2018 by and between Simmons First National Corporation, an Arkansas corporation
(the “Company”), and Wilmington Trust, National Association, a national banking association, not in its individual
capacity but solely as trustee (“Trustee”).


 


RECITALS


 


WHEREAS, the Company and the Trustee
have executed and delivered a Subordinated Indenture, dated as of March 26, 2018 (the “Base Indenture” and as supplemented
by this First Supplemental Indenture and further supplemented from time to time, the “Indenture”), to provide
for the issuance from time to time by the Company of its unsecured subordinated indebtedness to be issued in one or more series
as provided in the Indenture;


 


WHEREAS, the issuance and sale of
Three Hundred and Thirty Million Dollars ($330,000,000) aggregate principal amount of a new series of Securities of the Company
designated as its 5.00% Fixed-to-Floating Rate Subordinated Notes due 2028 (the “2028 Notes”) have been authorized
by resolutions adopted by the Pricing Committee of the Board of Directors of the Company;


 


WHEREAS, the Company desires to issue
and sell Three Hundred and Thirty Million Dollars ($330,000,000) aggregate principal amount of the 2028 Notes as of the date hereof;


 


WHEREAS, the Company desires to establish
the terms of the 2028 Notes;


 


WHEREAS, all things necessary to
make this First Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the
terms of the Base Indenture have been done;


 


WHEREAS, the Company has complied
with all conditions precedent provided for in the Base Indenture relating to this First Supplemental Indenture; and


 


WHEREAS, the Company has requested
that the Trustee execute and deliver this First Supplemental Indenture.


 


NOW, THEREFORE, for and in consideration
of the premises stated herein and the purchase of the 2028 Notes by the Holders thereof, the Company and the Trustee covenant and
agree, for the equal and proportionate benefit of the Holders of the 2028 Notes, as follows:


 


Article
I

SCOPE OF FIRST SUPPLEMENTAL INDENTURE


 


Section 1.01.        Scope. This First
Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall be read together
with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the
First Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding
the foregoing, this First Supplemental Indenture shall only apply to the 2028 Notes.


 




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Article
II

DEFINITIONS


 


Section 2.01.        Definitions and Other
Provisions of General Application. For all purposes of this First Supplemental Indenture unless otherwise specified herein:


 


(a)          all
terms used in this First Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in
the Base Indenture;


 


(b)          the
provisions of general application stated in Sections 15.01 through 15.14 of the Base Indenture shall apply to this First Supplemental
Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder”
and other words of similar import refer to this First Supplemental Indenture as a whole and not to the Base Indenture or any particular
Article, Section or other subdivision of the Base Indenture or this First Supplemental Indenture;


 


(c)          Section
1.01 of the Base Indenture is amended and supplemented, solely with respect to the 2028 Notes, by inserting the following additional
defined terms in their appropriate alphabetical positions:


 


“Calculation Agent” means
Wilmington Trust, National Association, or any other successor appointed by the Company, acting as calculation agent. The Company
may appoint itself, or any of its affiliates, as the Calculation Agent.


 


“Designated LIBOR Page”
means the display on Bloomberg Page BBAM1 (or any successor or substitute page of such service, or any successor to such service
selected by the Company), for the purpose of displaying the London interbank rates for U.S. dollars.


 


“DTC” has the meaning
provided in Section 3.02(g).


 


“Federal Reserve” has
the meaning provided in the definition of “Tier 2 Capital Event.”


 


“Fixed Rate Interest Payment Date”
has the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate Period” has
the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate Regular Record Date”
has the meaning provided in Section 3.02(e)(i).


 


“Floating Rate Interest Payment
Date” has the meaning provided in Section 3.02(e)(ii).


 


“Floating Rate Period”
has the meaning provided in Section 3.02(e)(ii).


 


“Floating Rate Regular Record Date”
has the meaning provided in Section 3.02(e)(ii).


 


“Interest Payment Date”
has the meaning provided in Section 3.02(e)(ii).


 


“Issue Date” means March
26, 2018.


 


“London Banking Day”
means any day on which commercial banks are open for business (including dealing in U.S. dollars) in London.


 


“Representative Amount”
has the meaning provided in the definition of “Three-Month LIBOR.”


 




    	 	2	 



     


    

 


“Reset Rate Determination Date”
means the second London Banking Day immediately preceding the first day of each applicable interest period commencing on the first
Floating Rate Interest Payment Date.


 


“Tax Event” shall mean
the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) an amendment to, or change
(including any announced prospective change) in, the laws or any regulations thereunder of the United States or any political subdivision
or taxing authority thereof or therein, or (b) any official administrative pronouncement or judicial decision interpreting or applying
such laws or regulations, which amendment or change becomes effective or which pronouncement or decision is announced on or after
the date of original issuance of the 2028 Notes, there is more than an insubstantial risk that the interest payable by the Company
on the 2028 Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes.


 


“Tier 2 Capital Event”
shall mean the receipt by the Company of an opinion of independent bank regulatory counsel to the effect that, as a result of (a)
any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United
States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the original Issue Date of the 2028 Notes, in each case, that there is
more than an insubstantial amount of risk that the Company will not be entitled to treat the 2028 Notes then outstanding as Tier
2 Capital (or its then equivalent if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines
of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (or any successor regulatory
authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company, for so long as any 2028
Note is outstanding.


 


“Three-Month LIBOR” means,
for any interest period, the offered rate for deposits in U.S. dollars having a maturity of three months that appears on the Designated
LIBOR Page as of 11:00 a.m., London time, on the Reset Rate Determination Date related to such interest period. If such rate does
not appear on such page at such time, then the Calculation Agent will request the principal London office of each of four major
reference banks in the London interbank market, selected by the Company for this purpose and whose names and contact information
will be provided by the Company to the Calculation Agent, to provide such bank’s offered quotation to prime banks in the
London interbank market for deposits in U.S. dollars with a term of three months as of 11:00 a.m., London time, on such Reset Rate
Determination Date and in a principal amount equal to an amount for a single transaction in U.S. dollars in the relevant market
at the relevant time as determined by the Company and provided to the Calculation Agent (a “Representative Amount”).
If at least two such quotations are so provided, Three-Month LIBOR for the interest period related to such Reset Rate Determination
Date will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, the Calculation Agent will
request each of three major banks in the City of New York selected by the Company for this purpose and whose names and contact
information will be provided by the Company to the Calculation Agent, to provide such bank’s rate for loans in U.S. dollars
to leading European banks with a term of three months as of approximately 11:00 a.m., New York City time, on such Reset Rate Determination
Date and in a Representative Amount. If at least two such rates are so provided, Three-Month LIBOR for the interest period related
to such Reset Rate Determination Date will be the arithmetic mean of such quotations. If fewer than two such rates are so provided,
then Three-Month LIBOR for the interest period related to such Reset Rate Determination Date will be set to equal the Three-Month
LIBOR for the immediately preceding interest period or, in the case of the interest period commencing on the First Floating Rate
Interest Payment Date, 2.85%, resulting in a coupon rate of 5.00%. All percentages used in or resulting from any calculation of
Three-Month LIBOR will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded
up to 0.00001%. Notwithstanding the foregoing, in the event that Three-Month LIBOR as determined in accordance with this definition
is less than zero, Three-Month LIBOR for such interest period shall be deemed to be zero.


 




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In addition, if the Calculation Agent determines
that three-month LIBOR has been discontinued, then the Company will determine and provide to the Calculation Agent in writing whether
to calculate the relevant interest rate using a substitute or successor base rate that it has determined in its sole discretion
is most comparable to three-month LIBOR, provided that if the Calculation Agent determines there is an industry-accepted substitute
or successor base rate, the Calculation Agent will use that substitute or successor base rate as directed by the Company in writing.
If a substitute or successor base rate has been determined in accordance with the foregoing, the Company in its sole discretion
may determine what business day convention to use, the definition of business day, the dividend determination date to be used and
any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to
make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted
practices for such substitute or successor base rate.


 


(d)         Section
1.01 of the Base Indenture is amended and supplemented, solely with respect to the 2028 Notes, by replacing the corresponding defined
term in the Base Indenture with the following defined terms:


 


“Additional Amounts”
means any additional amounts that are required by the Indenture or the 2028 Notes, under circumstances specified by the Indenture
or the 2028 Notes, to be paid by the Company in respect of certain taxes, duties, levies, imposts, assessments or other governmental
charges imposed on holders of the 2028 Notes specified by the Indenture or the 2028 Notes and which are owing to such holders.


 


“Senior Indebtedness”
means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding),
fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the
following indebtedness, whether any such indebtedness exists as of the date of the Indenture or is created, incurred or assumed
after such date: (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, Securities or other similar
instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement
obligations with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business, (v) all indebtedness of others guaranteed by the Company or any of
its Subsidiaries or for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others), (vi) indebtedness secured by any mortgage, pledge, lien,
charge, encumbrance or any security interest existing on property owned by the Company but excluding any obligations of the Company
which are required (as opposed to elected) to be treated as capitalized leases under GAAP, (vii) obligations associated with derivative
products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and similar arrangements,
(viii) purchase money and similar obligations, (ix) interest or obligations in respect of any of the foregoing accruing after the
commencement of insolvency or bankruptcy proceedings, and (x) any renewals, extensions, refundings or replacements of any of the
foregoing; in each case, whether outstanding on the date this Subordinated Indenture becomes effective, or created, assumed or
incurred after that date. Senior Indebtedness excludes any indebtedness that: (a) expressly states that it is junior to, or ranks
equally in right of payment with, the 2028 Notes; or (b) is identified as junior to, or equal in right of payment with, the 2028
Notes in any Board Resolution establishing such series of Securities or in any supplemental indenture. Notwithstanding the foregoing,
and for the avoidance of doubt, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule
or issues any interpretation that defines general creditor(s), the main purpose of which is to establish criteria for determining
whether the subordinated debt of a financial or bank holding company is to be included in its capital, then the term “general
creditors” as used in this definition will have the meaning as described in that rule or interpretation.


 




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Article
III

FORM AND TERMS OF THE 2028 Notes


 


Section 3.01.        Form and Dating.


 


(a)          The
2028 Notes shall be substantially in the form of Exhibit A attached hereto. The 2028 Notes shall be executed on behalf of
the Company by its Chairman of the Board, its Chief Executive Officer, its President or one of its Executive Vice Presidents, attested
by its Secretary or one of its Assistant Secretaries. The 2028 Notes may have a legend or legends or endorsements as may be required
to comply with any law or with any rules of any securities exchange or usage. The 2028 Notes shall be dated the date of their authentication.


 


(b)          The
terms contained in the 2028 Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this
First Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Section 3.02.        Terms of the 2028 Notes.
The following terms relating to the 2028 Notes are hereby established:


 


(a)          Title.
The 2028 Notes shall constitute a series of Securities having the title “Simmons First National Corporation 5.00% Fixed-to-Floating
Rate Subordinated Notes due 2028” and the CUSIP number 828730 AB7.


 


(b)          Principal
Amount. The aggregate principal amount of the 2028 Notes that may be authenticated and delivered under the Indenture, as amended
hereby, shall be Three Hundred and Thirty Million Dollars ($330,000,000) on the Issue Date. Provided that no Event of Default has
occurred and is continuing with respect to the 2028 Notes, the Company may, without notice to or the consent of the Holders, create
and issue additional Securities having the same terms as, and ranking equally and ratably with, the 2028 Notes in all respects
and so that such additional 2028 Notes will be consolidated and form a single series with, and have the same terms as to status,
redemption or otherwise as, the 2028 Notes initially issued, provided that such additional 2028 Notes are fungible for U.S. federal
income tax purposes with the 2028 Notes.


 


(c)          Person
to Whom Interest is Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date will
be paid to the person in whose name the 2028 Notes are registered for such interest at the close of business on the 15th day of
the month immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day. Any such interest
which is payable, but not so punctually paid or duly provided for on any Interest Payment Date shall cease to be payable to the
Holder on such relevant record date by virtue of having been a Holder on such date, and such defaulted interest may be paid by
the Company to the person in whose name the 2028 Note is registered at the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Company, notice whereof shall be given to Holders of 2028 Notes of this series not
less than 15 days prior to such special record date that complies with Section 15.04 of the Base Indenture, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the 2028 Notes may be listed
and upon such notice as may be required by such exchange and in compliance with the Base Indenture.


 




    	 	5	 



     


    

 


(d)          Maturity
Date. The entire outstanding principal amount of the 2028 Notes shall be payable on April 1, 2028.


 


(e)          Interest.


 


(i)       The
2028 Notes will bear interest at a fixed rate of 5.00% per annum from and including March 26, 2018 to, but excluding, April 1,
2023 (the “Fixed Rate Period”). Interest accrued on the 2028 Notes during the Fixed Rate Period will be payable
semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2018 (each such date a “Fixed
Rate Interest Payment Date”). The interest payable during the Fixed Rate Period will be paid to each holder in whose
name a 2028 Note is registered at the close of business on the 15th day (whether or not a Business Day) of the month immediately
preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular Record Date”).


 


(ii)       The
2028 Notes will bear a floating interest rate from and including April 1, 2023 to the Maturity Date or Redemption Date (the “Floating
Rate Period”). The floating interest rate will be reset quarterly, and the interest rate for any Floating Rate Period
shall be equal to Three-Month LIBOR plus 2.15%. During the Floating Rate Period, interest on the 2028 Notes will be payable quarterly
in arrears on January 1, April 1, July 1 and October 1 of each year commencing on April 1, 2023 through the Maturity Date or Redemption
Date (each such date, a “Floating Rate Interest Payment Date”, together with a Fixed Rate Interest Payment Date,
an “Interest Payment Date”). The interest payable during the Floating Rate Period will be paid to each holder
in whose name a Note is registered at the close of business on the 15th day (whether or not a Business Day) of the month immediately
preceding the applicable Floating Rate Interest Payment Date (each such date, a “Floating Rate Regular Record Date”).


 


(iii)     The
amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of
a 360-day year consisting of twelve 30-day months up to, but excluding April 1, 2023, and, the amount of interest payable on any
Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number
of days actually elapsed. In the event that any scheduled Interest Payment Date for the 2028 Notes falls on a day that is not a
Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a
Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and no interest
on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that
any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day
falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding
Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to but excluding such
Business Day. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one-half cent being
rounded upward.


 




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(iv)     The
Company agrees that for so long as any of the 2028 Notes are outstanding there will at all times be a Calculation Agent appointed
to calculate Three-Month LIBOR in respect of each Floating Rate Period. The calculation of Three-Month LIBOR for each applicable
Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent
shall have all the rights, protections and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Company
hereby appoints Wilmington Trust, National Association, as Calculation Agent for the purposes of determining Three-Month LIBOR
for each Floating Interest Period and Wilmington Trust, National Association accepts the appointment. The Calculation Agent may
be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed
by the Company, the Company will promptly appoint a replacement Calculation Agent, including the Company or its Affiliates. The
Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor Calculation
Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice
of resignation by the Calculation Agent, the resigning Calculation Agent may petition, at the expense of the Company, any court
of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. The Calculation Agent’s
calculation of the amount of any interest payable after the first Reset Rate Determination Date will be maintained on file at the
Calculation Agent’s principal offices.


 


(f)          Place
of Payment of Principal and Interest. So long as the 2028 Notes shall be issued in global form, the Company shall make, or
cause the Paying Agent to make, all payments of principal and interest on the 2028 Notes by wire transfer in immediately available
funds to the U.S. Depositary or its nominee, in accordance with applicable procedures of the U.S. Depositary. If the 2028 Notes
are not in global form, the Company, may, at its option, make, or cause the Paying Agent to make, payments of principal and interest
on the 2028 Notes by check mailed to the address of the person specified for payment in accordance with Section 3.02(e)(i) and
(e)(ii) above. A global security with respect to the 2028 Notes shall be exchangeable for physical securities of such series only
if:


 


(i)       the
U.S. Depositary is at any time unwilling or unable or ineligible to continue as a depository or ceases to be a clearing agency
registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days of the date the Company
is so notified in writing;


 


(ii)       the
Company executes and delivers to the Trustee a Company Order to the effect that such global securities shall be so exchangeable
(and the Trustee consents thereto); or


 


(iii)       an
Event of Default has occurred and is continuing with respect to the global securities and a Holder requests such exchange.


 


(g)         Redemption.
The 2028 Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Company prior to
the Maturity Date beginning with the Interest Payment Date on April 1, 2023, and on any Interest Payment Date thereafter subject
to obtaining the prior approval of the Federal Reserve to the extent such approval is required under the rules of the Federal Reserve
at the time of redemption. The 2028 Notes may not otherwise be redeemed prior to the Maturity Date, except that the Company may,
at its option, redeem the 2028 Notes before the Maturity Date in whole but not in part from time to time, upon the occurrence of
a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment
Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.). Any such redemption will be at a Redemption Price equal to 100% of the
principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date fixed
by the Company. The provisions of Article 3 of the Base Indenture shall apply to any redemption of the 2028 Notes pursuant to this
Article 3. Any partial redemption will be made in accordance with The Depository Trust Company’s (“DTC”)
applicable procedures among all of the Holders of the 2028 Notes. If any 2028 Note is to be redeemed in part only, the notice of
redemption relating to such 2028 Note shall state that it is a partial redemption and the portion of the principal amount thereof
to be redeemed. The 2028 Notes are not subject to redemption or prepayment at the option of the Holders.


 




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(h)         Sinking
Fund. There shall be no sinking fund for the 2028 Notes.


 


(i)           Denomination.
The 2028 Notes and any beneficial interest in the 2028 Notes shall be in minimum denominations of $1,000 and integral multiples
of $1,000 in excess thereof.


 


(j)           Currency
of the 2028 Notes. The 2028 Notes shall be denominated, and payment of principal and interest of the 2028 Notes shall be payable
in, the currency of the United States of America.


 


(k)          Acceleration.
Neither the Trustee nor the Holders of the 2028 Notes shall have the right to accelerate the maturity of the 2028 Notes unless
there is an Event of Default specified under clause (d) or (e) of Section 6.01 of the Base Indenture. If an Event of Default specified
in clause (d) or (e) of Section 6.01 of the Base Indenture occurs, then the principal amount of all of the outstanding 2028 Notes,
including any accrued and unpaid interest on the 2028 Notes and premium, if any, shall automatically become and be immediately
due and payable without any declaration or other act on the part of the Trustee or the Holders of the 2028 Notes in accordance
with the provisions of Section 6.01 and 6.02 of the Base Indenture.


 


(l)           Stated
Maturity. The principal of the 2028 Notes shall be payable on April 1, 2028 subject to acceleration as provided under the Indenture.


 


(m)         Registered
Form. The 2028 Notes shall be issuable as registered global Securities, and the U.S. Depositary for the 2028 Notes shall be
DTC or any successor U.S. Depositary appointed by the Company within 90 days of the termination of services of DTC (or any successor
to DTC).


 


(n)          Events
of Default; Acceleration of Maturity. The Events of Default provided for in Section 6.01 of the Base Indenture shall apply
to the 2028 Notes; provided that the text of clause (b) of Section 6.01 of the Base Indenture is deleted and replaced with the
following:


 


“(b) default in the payment
of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or”.


 




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(o)         Ranking.
The 2028 Notes shall rank junior to and shall be subordinated to all Senior Indebtedness of the Company, whether existing as of
the date of this First Supplemental Indenture, or hereafter issued or incurred, including all indebtedness relating to money owed
to general creditors and trade creditors. The 2028 Notes shall rank senior to principal and accrued but unpaid interest related
to the Company’s outstanding subordinated debentures, which are as follows: Trust preferred securities, due 12/30/2033, floating
rate of 2.80% above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred securities, net of discount,
due 6/30/2035, floating rate of 1.75% above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred
securities, net of discount, due 9/15/2037, floating rate of 1.37% above the three month LIBOR rate, reset quarterly; Trust preferred
securities, net of discount, due 12/5/2033, floating rate of 2.88% above the three month LIBOR rate, reset quarterly, callable
without penalty; Trust preferred securities, net of discount, due 10/18/2034, floating rate of 2.00% above the three month LIBOR
rate, reset quarterly, callable without penalty; Trust preferred securities, net of discount, due 6/6/2037, floating rate of 1.57%
above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred securities, due 12/15/2035, floating
rate of 1.45% above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred securities, due 6/26/2033,
floating rate of 3.10% above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred securities,
due 10/7/2033, floating rate of 2.85% above the three month LIBOR rate, reset quarterly, callable without penalty; Trust preferred
securities, due 9/15/2037, floating rate of 2.00% above the three month LIBOR rate, reset quarterly, callable without penalty;
and Other subordinated debentures, net of discount, due 9/30/2023, floating rate equal to daily average of prime rate, reset quarterly.
Subject to the terms of the Base Indenture, if the Trustee or any holder of any of the 2028 Notes receives any payment or distribution
of the Company’s assets in contravention of the subordination provisions applicable to the 2028 Notes before all Senior Indebtedness
is paid in full in cash, property or securities, including by way of set-off or any such payment or distribution that may be payable
or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the 2028
Notes, then such payment or distribution will be held in trust for the benefit of holders of Senior Indebtedness or their representatives
to the extent necessary to make payment in full in cash or payment satisfactory to the holders of Senior Indebtedness of all unpaid
Senior Indebtedness.


 


(p)         No
Collateral. The 2028 Notes shall not be entitled to the benefit of any security interest in, or collateralization by, any rights,
property or interest of the Company.


 


(q)       Supplemental
Indentures with Consent of Holders. Section 10.02 of the Base Indenture shall apply to the 2028 Notes; provided, that clauses
(3) and (4) of the last sentence of the first full paragraph shall be deleted and replaced with the following:


 


“(3) modify the subordination
provisions in a manner adverse to the holders of such Securities without the consent of the holders of all Securities then Outstanding,
(4) waive a redemption payment with respect to any Security without the consent of the holders of all Securities then Outstanding,
or (5) modify any of the above provisions without the consent of the holders of all Securities then Outstanding.”


 


(r)          Additional
Terms. Other terms applicable to the 2028 Notes are as otherwise provided for in the Base Indenture, as supplemented by this
First Supplemental Indenture.


 


Article
IV

SUPPLEMENTAL INDENTURES


 


Section 4.01.        Supplemental Indentures.
The following paragraph shall be added to the end of Section 10.02 of the Base Indenture and shall only apply to the 2028 Notes:


 


“Not in limitation of the foregoing, without the
consent of any Holder of 2028 Notes, the Company and the Trustee may amend or supplement the Indenture or the 2028 Notes to conform
the terms of the Indenture and the 2028 Notes to the description of the 2028 Notes in the prospectus supplement dated March 21,
2018 relating to the offering of the 2028 Notes.”


 




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Article
V

MISCELLANEOUS


 


Section 5.01.        Ratification. The
Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The
Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions
included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted
by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this First Supplemental Indenture.


 


Section 5.02.        Effectiveness. The
provisions of this First Supplemental Indenture shall become effective as of the date hereof.


 


Section 5.03.        Indenture and Notes
Solely Corporate Obligations. No recourse for the payment of the principal of or interest or any Additional Amounts on any
2028 Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, officer
or director, as such, past, present or future, of the Company or of any successor Person; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this First
Supplemental Indenture and the issue of the 2028 Notes.


 


Section 5.04.        Trustee’s Disclaimer.
The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this First Supplemental Indenture, the 2028 Notes, or for or in respect of the recitals contained herein, all of which recitals
are made solely by the Company.


 


[Remainder of page intentionally left
blank.]


 




    	 	10	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the date first above written.


 


	 	SIMMONS FIRST NATIONAL CORPORATION
	 	 	 
	 	By:	/s/ Robert A. Fehlman
	 	Name:	 Robert A. Fehlman
	 	Title:	SEVP & CFO


Attest





 


	By:	/s/ Patrick A. Burrow	 
	Name:	 Patrick A. Burrow	 
	Title:	Corporate Secretary	 


 


[Signature Page to First Supplemental
Indenture]


 




     


     


    




 


	 	
        Wilmington Trust, National Association,

        as Trustee

	 	 	 
	 	By:	/s/ Michael H. Wass
	 	Name:	Michael H. Wass
	 	Title:	Vice President


 


[Signature Page to First Supplemental
Indenture]


 




     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


See attached.


 


 






    	 	A-1	 



     


    

 





THIS SECURITY AND THE OBLIGATIONS OF
THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED
BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 


 


 


GLOBAL NOTE


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 






    	 	A-2	 



     


    







 


Simmons
First National Corporation


 


5.00% Fixed-to-Floating Rate Subordinated
Notes due 2028


 


	No. 1	 	CUSIP: 828730 AB7
	 	 	ISIN: US828730AB73




 


$330,000,000


 


Simmons First National
Corporation, an Arkansas corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns,
the principal sum of $330,000,000 (or such other amount as set forth in the Schedule of Increases or Decreases in Global Note attached
hereto) on April 1, 2028 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed
prior to such date, and to pay interest thereon (i) from, and including, March 26, 2018, to, but excluding, April 1, 2023, unless
redeemed prior to such date, at a rate of 5.00% per annum, semi-annually in arrears on April 1 and October 1 of each year, commencing
October 1, 2018 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including,
March 26, 2018 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a
Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”)
and (ii) from, and including, April 1, 2023 to, but excluding, the Stated Maturity Date, unless redeemed subsequent to April 1,
2023 but prior to the Stated Maturity Date, at a rate equal to Three-month LIBOR, reset quarterly, plus 215 basis points (2.15%),
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year through the Stated Maturity Date or earlier
redemption date (each, a “Floating Rate Interest Payment Date,” and together with the Fixed Rate Interest Payment
Dates, the “Interest Payment Dates,” with the period from, and including, April 1, 2023 to, but excluding, the
first Floating Rate Interest Payment Date and each successive period from, and including a Floating Rate Interest Payment Date
to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). The amount
of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months up to, but excluding April 1, 2023, and, the amount of interest payable on any Floating
Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days
actually elapsed. In the event that any scheduled Interest Payment Date for this Note falls on a day that is not a Business Day,
then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day
(any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such
payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled
Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the
next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business
Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to but excluding such Business
Day. All percentages used in or resulting from any calculation of Three-month LIBOR shall be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


Any principal and
premium, and any such installment of interest, which is overdue shall bear interest at the applicable rate set forth in the previous
paragraph (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name
this Note is registered at the close of business on the 15th day of the month (whether or not a Business Day) immediately preceding
such Interest Payment Date.


 






    	 	A-3	 



     


    

 


Payment of the principal
of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, which shall initially
be the Corporate Trust Office of the Trustee, in such currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


 


 


 


 


[Remainder of this page intentionally
left blank. Signature page follows.]


 






    	 	A-4	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be signed manually or by facsimile by its duly authorized officers.


 


	 	Simmons
    First National Corporation
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	 	Name:	 	Robert A. Fehlman	 
	 	 	 	Title:	 	Senior Executive
    Vice President,

    Chief Financial Officer and Treasurer	 




 


 


 


Attest


 


 


 


	By:	 	 	 
	Name:	 	Patrick A. Burrow	 
	Title:	 	Corporate Secretary	 







 






    	 	A-5	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of the series
designated therein referred to in the within-mentioned Indenture.


 


Date of authentication: __________


	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	Authorized Signatory 




 


 



    	 	A-6	 



     


    







 


REVERSE OF NOTE


 


Simmons
First National Corporation


 


5.00% Fixed-to-Floating Rate Subordinated
Notes due 2028


 


This Note is one of
a duly authorized issue of Securities of the Company of a series designated as the “5.00% Fixed-to-Floating Rate Subordinated
Notes due 2028” (herein called the “Notes”) initially issued in an aggregate principal amount of $330,000,000
on March 26, 2018. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of
subordinated debt securities of the Company issued or issuable under and pursuant to the Subordinated Indenture, dated as of March
26, 2018 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as Trustee
(herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the
First Supplemental Indenture between the Company and the Trustee, dated as of March 26, 2018 (the “First Supplemental
Indenture,” and the Base Indenture as supplemented and amended by the First Supplemental Indenture, the “Indenture”),
to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions
and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the
terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms,
conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this
Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture
Act.


 


All capitalized terms
used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
To the extent that any capitalized term used in this Note and defined herein is also defined in the Indenture but conflicts with
the definition provided in the Indenture, the definition of the capitalized term in this Note shall control.


 


The indebtedness of
the Company evidenced by the Notes, including the principal thereof, premium, if any, Additional Amounts, if any, and interest
thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, whether outstanding at the date hereof or hereafter incurred, and on the terms and
subject to the terms and conditions set forth in the Indenture, shall rank senior in right of payment to the Company's outstanding
subordinated debentures as set forth in Section 3.01(o) of the First Supplemental Indenture and shall rank pari passu in
right of payment with all other Securities and with all other unsecured subordinated indebtedness of the Company and not by its
terms subordinate and subject in right of payment to the prior payment in full of debentures, notes, bonds or other evidences of
indebtedness of types that include the Notes. Each Holder of this Note, by the acceptance hereof, agrees to and shall be bound
by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided.


 


The Notes are intended
to be treated as Tier 2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of
capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with
jurisdiction over bank holding companies) (the “Federal Reserve Board”) as then in effect and applicable to
the Company. If an Event of Default with respect to Notes shall occur and be continuing, the principal and interest owed on the
Notes shall only become due and payable in accordance with the terms and conditions set forth in Article 6 of the Base Indenture
and Section 3.02(n) of the First Supplemental Indenture. Accordingly, the Holder of this Note has no right to accelerate the
maturity of this Note in the event that the Company fails to pay interest on any of the Notes, or fails to perform any other obligations
under the Notes or in the Indenture that are applicable to the Notes.


 






    	 	A-7	 



     


    

 


The Company may, at
its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest (the “Redemption Price”) to but excluding, the date of redemption
(the “Redemption Date”), on any Interest Payment Date on or after April 1, 2023. The Company may also, at its
option, redeem the Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier
2 Capital Event, a Tax Event or a 1940 Act Event. Any such redemption will be at a redemption price equal to the Redemption Price
to, but excluding, the Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity
Date shall be made without the prior approval of the Federal Reserve Board if such prior approval is or will be required at the
scheduled Redemption Date. The provisions of Article 3 of the Base Indenture and Section 3.02(g) of the First Supplemental Indenture
shall apply to the redemption of any Notes by the Company.


 


The Notes are not
entitled to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property
of the Company or any Subsidiary of the Company.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of at least
a majority in principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register described
in Section 2.07 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency of the
Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof.


 


The Company and the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


This Security is
a global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository
Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly, unless
and until it is exchanged for individual certificates, this Note may not be transferred except as a whole by The Depository Trust
Company (the “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the Depositary
or any nominee to a successor Depositary or any nominee of such successor. Ownership of beneficial interests in this Security will
be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary
or its nominee (with respect to interest of persons that have accounts with the Depositary (“Participants”))
and the records of Participants (with respect to interests of persons other than Participants). Beneficial interests in Notes owned
by persons that hold through Participants will be evidenced only by, and transfers of such beneficial interests with such Participants
will be effected only through, records maintained by such Participants. Except as provided below, owners of beneficial interests
in this Note will not be entitled to have any individual certificates and will not be considered the owners or Holders thereof
under the Indenture.


 






    	 	A-8	 



     


    

 


Except in the limited
circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be
entitled to receive Notes in the form of Individual Securities and will not be considered Holders of Notes. None of the Company,
the Trustee, the Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the Trustee,
the Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected in relying
on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the Notes to be issued.


 


Except as provided
in Section 2.07 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes
in the form of Individual Securities, and no Global Note will be exchangeable except for another Global Note of like denomination
and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest, to exercise any rights of a Holder under the Notes.


 


The laws of some
jurisdictions may require that certain purchasers of securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those persons may be limited. In addition,
because the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest
to persons or entities that do not participate in the Depositary’s system, or otherwise to take actions in respect of such
interest, may be affected by the lack of a physical definitive security in respect of such interest. None of the Company, the Trustee,
the Paying Agent and the Registrar will have any responsibility or liability for any aspect of the records relating to or payments
made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating
to the Notes.


 


The Trustee will act
as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located at 1100 North
Market Street, Wilmington, Delaware 19890. The Company may at any time rescind the designation of a Paying Agent, appoint a successor
Paying Agent, or approve a change in the office through which any Paying Agent acts.


 


Notices to the Holders
of registered Notes in the form of Individual Securities will be given to such Holders at their respective addresses in the Register,
or in the case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures. The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.


 


THIS NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK.


 






    	 	A-9	 



     


    







 


ASSIGNMENT FORM


 


To assign the within Security, fill in
the form below: I or we assign and transfer the within Security to:


 


 


	 
	(Insert assignee’s legal name)
	 
	 
	 
	 
	 
	(Insert assignee’s social security or tax I.D. number)
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)




 


 


and irrevocably appoint the Trustee as agent to transfer this
Security on the books of Simmons First National Corporation. The agent may substitute another to act for it.


 


Your Signature:


 


(Sign exactly as your name appears on the other side of this
Security)


 


Your Name:


 


Date:


 


Signature Guarantee:


 


 


SIGNATURE GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 






    	 	A-10	 



     


    







 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $330,000,000. The following increases or decreases in the principal amount of this Global Note have been made:


 


	Date	 	Amount
                                         of
 decrease
                                         in
 principal
                                         amount
 of
                                         this 
 Global
                                         Note
	 	 	Amount
                                         of
 increase
                                         in
 principal
                                         amount
 of
                                         this 
 Global
                                         Note
	 	 	Principal
                                         amount
 of
                                         this 
 Global
                                         Note following such decrease 
 or
                                         increase
	 	 	Signature
                                         of
 authorized
 signatory
                                         of
 Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


 






    	 	A-11