Exhibit 10.2


    
      Exhibit
        10.2

        


        EXECUTIVE
          SEVERANCE AGREEMENT

        


        THIS
          EXECUTIVE SEVERANCE AGREEMENT
          (the
          "Agreement"), made and entered

        into
          on
          the 1st day of March 2006, by and between Simmons First National Corporation
          (the "Company"), an Arkansas corporation, and Marty Casteel (the
          "Executive").

        


        R
          E C I T A L S:

        


        The
          Company acknowledges that the Executive has significantly contributed to
          the
          growth and success of the Company and is expected to continue to do so.
          As a
          publicly held corporation, a Change in Control of the Company may occur
          with or
          without the approval of the Board of Directors of the Company ("Board").
          The
          Board also recognizes that the possibility of such a Change in Control
          may
          contribute to uncertainty on the part of senior management resulting in
          distraction from their operating responsibilities or in the departure of
          senior
          management.

        


        The
          Board
          believes that outstanding management is critical to advancing the best
          interests
          of the Company and its shareholders. It is essential that the management
          of the
          Company's business be continued with a minimum of disruption during any
          proposed
          bid to acquire the Company or to engage in a business combination with
          the
          Company. The Company believes that the objective of securing and retaining
          outstanding management will be achieved if certain of the Company's senior
          management employees are given assurances of employment security so they
          will
          not be distracted by personal uncertainties and risks created by such
          circumstances.

        


        NOW,
          THEREFORE, in consideration of the mutual covenants and obligations herein
          and
          the compensation the Company agrees herein to pay the Executive, and of
          other
          good and valuable consideration, the receipt and sufficiency of which is
          hereby
          acknowledged, the Company and the Executive agree as follows:

        


        ARTICLE
          1

        TERM
          OF AGREEMENT

        


        1.1
          Term.
          This
          Agreement shall become effective as of the date on which it is executed
          by the
          Company (the "Effective Date"). The Agreement shall be effective for thirty-six
          months (36) and will automatically be extended for twelve (12) months as
          of each
          anniversary date of the Effective Date (the "Agreement Term") unless the
          Agreement Term is terminated by the Company, upon written notification
          to the
          Executive, within thirty (30) days before an anniversary date of the Effective
          Date, that the Agreement will terminate as of last day of the Agreement
          Term as
          in effect immediately prior to such anniversary date.

        


        Unless
          the Company has effectively terminated this Agreement as prescribed above
          in
          this Section 1.1, in the event of a Change in Control, the Agreement Term
          shall
          be amended to twenty-four (24) months commencing upon the Change in Control
          Date
          and shall then expire at the end of such twenty-four (24) month
          period.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        1.2
          Change in Control,
          means
          if: (i) after the date of the Agreement, any person, including a "group"
          as
          defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
          the
          owner or beneficial owner of Company securities having 25% or more of the
          combined voting power of the then outstanding Company securities that may
          be
          cast for the election of the Company's directors (other than as a result
          of an
          issuance of securities initiated by the Company, or open market purchases
          approved by the Board, as long as the majority of the Board approving the
          purchases are directors at the time the purchases are made); or (ii) as
          the
          direct or indirect result of, or in connection with, a cash tender or exchange
          offer, a merger or other business combination, a sale of assets, a contested
          election of directors, or any combination of these transactions, the persons
          who
          were directors of the Company before such transactions cease to constitute
          a
          majority of the Board, or any successor's board, within two years of the
          last of
          such transactions.

        


        1.3
          Control Change Date,
          means
          the date on which an event described in Section 1.2 occurs. If a Change
          in
          Control occurs on account of a series of transactions, the Control Change
          Date
          is the date of the last of such transactions.

        


        


        ARTICLE
          2

        TERMINATION
          OF EMPLOYMENT

        


        2.1
          General.
          Executive shall be entitled to receive Termination Compensation, as defined
          in
          Section 2.5, according to this Article if:

        


        (a)
          the
          Executive's employment is involuntarily terminated as specified in Section
          2.2,
          or

        


        (b)
          the
          Executive voluntarily terminates employment as specified in Section
          2.3.

        


        2.2
          Termination by the Company.
          (a)
          Executive shall be entitled to receive Termination Compensation (as described
          in
          Section 2.5) if during an Agreement Term, Executive's employment is terminated
          by the Company without Cause by reason of or after the occurrence of a
          Trigger
          Event (as defined in Section 2.4) which occurs on or after a Control Change
          Date.

        


        (b)
          Executive shall be entitled to receive Termination Compensation (as described
          in
          Section 2.5) if during an Agreement Term, Executive's employment is terminated
          by the Company without Cause by reason of or after the occurrence of a
          Trigger
          Event (as defined in Section 2.4) which occurs within the 180 days immediately
          preceding a Control Change Date. 

        


        


        
          
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        (c)
          Cause, means, for purposes of this Agreement, (i) willful and continued
          failure
          by the Executive to perform his duties as established by the Board of Directors
          of the Company; (ii) a material breach by the Executive of his fiduciary
          duties
          of loyalty or care to the Company; (iii) conviction of a felony; or (iv)
          willful, flagrant, deliberate and repeated infractions of material published
          policies and procedures of the Company of which the Executive has actual
          knowledge (the "Cause Exception"). If the Company desires to discharge
          the
          Executive under the Cause Exception, it shall give notice to the Executive
          as
          provided in Section 2.7 and the Executive shall have thirty (30) days after
          notice has been given to him in which to cure the reason for the Company's
          exercise of the Cause Exception. If the reason for the Company's exercise
          of the
          Cause Exception is timely cured by the Executive (as determined by a committee
          appointed by the Board of Directors), the Company's notice shall become
          null and
          void.

        


        2.3
          Voluntary Termination. Executive
          shall be entitled to receive Termination Compensation (as defined in Section
          2.5) if a Change in Control occurs during an Agreement Term, and the Executive
          voluntarily terminates employment during an Agreement Term and within six
          (6)
          months following the occurrence of a Trigger Event.

        


        2.4
          Trigger Event.
          A
          Trigger Event means, for purposes of this Agreement, the occurrence of
          any one
          of the following events:

        


        
          	 	
                  (a)

                	
                  the
                    failure by the Board to reelect or appoint the Executive to a
                    position
                    with duties, functions and responsibilities substantially equivalent
                    to
                    the position held by the Executive on the Control Change
                    Date;

                


        

        


        
          	 	
                  (b)

                	
                  a
                    material modification by the Board of the duties, functions
                    responsibilities of the Executive without his
                    consent;

                


        

        


        
          	 	
                  (c)

                	
                  the
                    failure of the Company to permit the Executive to exercise such
                    responsibilities as are consistent with the Executive's position
                    and are
                    of such a nature as are usually associated with such office of
                    a
                    corporation engaged in substantially the same business as the
                    Company;

                


        

        


        
          	 	
                  (d)

                	
                  the
                    Company requires the Executive to relocate his employment more
                    than fifty
                    (50) miles from his place of employment, without the consent
                    of the
                    Executive, excluding reasonably required business travel or temporary
                    assignments for a reasonable period of
                    time;

                


        

        


        
          	 	
                  (e)

                	
                  a
                    reduction in Executive's compensation or benefits;
                    or

                


        

        


        
          	 	
                  (f)

                	
                  the
                    Company shall fail to make a payment when due to the
                    Executive.

                


        

        


        2.5
          Termination Compensation.
          Termination Compensation equal to 2.00 times Executive's Base Period Income
          shall be paid in a single sum payment in cash or in common stock of the
          Company,
          at the election of the Executive. Payment of Termination Compensation to
          Executive shall be made on the later of the thirtieth (30th)
          business day after Executive's employment termination or the first day
          of the
          month following his employment termination.



        2.6
          Base Period Income.
          Executive's Base Period Income equals the sum of (i) his annual base salary
          as
          of Executive's termination date, and (ii) the greater of the average of
          any
          incentive bonus payable to Executive for the Company's last two completed
          fiscal
          years or the Executive's target bonus opportunity for the then current
          year
          under the Company's annual incentive plan. 

        


        
          
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        2.7
          Notice of Termination.
          Any
          termination by the Company under the Cause Exception or by the Executive
          after a
          Trigger Event shall be communicated by Notice of Termination to the other
          party
          hereto. A "Notice of Termination" shall be a written notice which (i) indicates
          the specific termination provision in this Agreement relied upon, (ii)
          sets
          forth in reasonable detail the facts and circumstances claimed to provide
          a
          basis for termination of the Executive's employment under the provision
          so
          indicated and (iii) if the termination date is other than the date of receipt
          of
          such notice, specifies the effective date of termination.

        


        ARTICLE
          3

        GROSS
          UP OF PAYMENTS

        


        In
          the
          event that any amounts required to be paid or distributed to the Executive
          from
          the Company, whether pursuant to this agreement or any other arrangement
          or
          agreement, shall constitute a parachute payment within the meaning of Section
          280G of the Internal Revenue Code of 1986, as amended (the "Code"), or
          any
          successor statutory provision ("Excess Parachute Payments") and the aggregate
          of
          such parachute payments and any other amounts or property otherwise required
          to
          be paid or distributed to the Executive by the Company would cause the
          Executive
          to be subject to the excise tax on excess parachute payments under Section
          4999
          of the Code, or any successor or similar provision thereof, the Company
          shall
          pay to the Executive such additional amounts as are necessary so that,
          after
          taking into account any tax imposed by such Section 4999 or any successor
          statutory provision, on any Excess Parachute Payments, as well as on payments
          made pursuant to this sentence, and any federal or state income taxes payable
          as
          a result of any payments due to the Executive pursuant to this sentence,
          the
          Executive is in the same after-tax position the Executive would have been
          in if
          such Section 4999 or any successor statutory provision did not apply and
          no
          payments were made pursuant to this sentence.

        


        ARTICLE
          4

        ATTORNEY'S
          FEES

        


        In
          the
          event that the Executive incurs any attorney's fees in protecting or enforcing
          his rights under this Agreement, the Company shall reimburse the Executive
          for
          such reasonable attorneys' fees and for any other reasonable expenses related
          thereto. Such reimbursement shall be made within thirty (30) days following
          final resolution of the dispute or occurrence giving rise to such fees
          and
          expenses.

        


        ARTICLE
          5

        WELFARE
          BENEFIT PLAN EQUIVALENTS

        


        5.1
          Continuation of Coverage of Welfare Benefit Plans.
          If the
          Executive is entitled to receive Termination Compensation under this Agreement,
          the Company shall maintain in full force and effect for the continued benefit
          of
          Executive and his eligible dependents, for a period of thirty-six (36)
          months
          following the date of termination, each Welfare Benefit Plan in which the
          Executive was entitled to participate immediately prior to the date of
          termination, at the benefit levels then in effect with the Executive and
          the
          Company sharing the cost of coverage in the same manner as in effect upon
          the
          Control Change Date. In the event that the Executive's continued participation
          in any such plan is not permitted thereunder, then the Company shall provide
          the
          Executive and his eligible dependents a benefit substantially similar to
          and no
          less favorable than the benefit provided under such plan immediately prior
          to
          such termination of coverage and the cost to the executive shall not exceed
          the
          cost which the Executive would have incurred had participation in the plan
          been
          permitted. At the termination of any period of coverage provided above,
          the
          Executive shall have the option to have assigned to him, at no cost and
          no
          apportionment of prepaid premiums, any assignable insurance owned by the
          Company
          and relating specifically to the Executive. In lieu of being provided with
          the
          benefits as described in the preceding sentence, the Executive may, at
          the
          Executive's election and sole discretion, require the Company to include
          in the
          Executive's Termination Compensation a lump sum amount equal to the value
          of the
          benefits described in the preceding sentence. Notwithstanding the foregoing
          or
          the provisions of Section 5.2 below, the Company shall not be obligated
          to
          continue the Executive's participation in the Simmons First Endorsement
          Split-Dollar Life Insurance Program or provide any alternative benefits
          to such
          program after termination of the Executive's employment, except as specifically
          provided pursuant to the terms of the program documents governing such
          program.

        


        
          
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        5.2
          Optional Additional Continuation of Coverage.
          If the
          Executive is at least 55 years of age when he becomes entitled to receive
          Termination Compensation, then after the expiration of the period of extended
          coverage under the Welfare Benefit Plans as set forth in Section 5.1 above,
          the
          Company shall permit the Executive, at his option, to further continue
          participation in any Welfare Benefit Plan, if such Executive is not then
          eligible to participate in any other plan sponsored by the then current
          employer
          of the Executive or the Executive's spouse offering substantially similar
          benefits. The Executive's continued participation under this Section 5.2
          shall
          (i) be at the sole cost and expense of the Executive, and (ii) shall terminate
          upon the earliest of (A) the Executive becoming eligible to participate
          in a
          plan sponsored by the current employer of the Executive or the Executive's
          spouse offering substantially similar benefits, (B) upon the date that
          the
          Executive is no longer eligible to participate in the Welfare Benefit Plan,
          or
          (C) the Executive and the executive's spouse becoming eligible for Medicare
          coverage. If the executive elects this continued coverage, the Company
          shall use
          its best efforts to cause the Welfare Benefit Plan to maintain the eligibility
          of the Executive to participate therein or make alternative arrangements
          to
          provide the Executive and his spouse coverage reasonably equivalent to
          that
          provided by the Welfare Benefit Plan at the equivalent cost to the Executive.
          

         

        5.3
          Welfare Benefit Plan.
          The
          term Welfare Benefit Plan as used in this Article 5 refers to any plan,
          fund or
          program as defined under Section 3(1) of the Employee Retirement Income
          Security
          Act ("ERISA"), which has been established and is maintained by the Company
          for
          the purpose of providing its employees or their beneficiaries, through
          the
          purchase of insurance or otherwise, medical, surgical, hospital care or
          benefits, or benefits in the event of sickness, accident, disability or
          death,
          provided that such term shall not include the Simmons First Endorsement
          Split-Dollar Life Insurance Program.

        


        


        
          
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        ARTICLE
          6

        MITIGATION
          OF PAYMENT

        


        The
          Company and the Executive agree that, following the termination of employment
          by
          the Executive with Company, the Executive has no obligation to take any
          steps
          whatsoever to secure other employment and such failure by the Executive
          to
          search for or to find other employment upon termination from Company shall
          in no
          way impact the Executive's right to receive payment under any of the provisions
          of this Agreement.

        


        


        ARTICLE
          7

        DECISIONS
          BY COMPANY; FACILITY OF PAYMENT

        


        Any
          powers granted to the Board hereunder may be exercised by a committee,
          appointed
          by the Board, and such committee, if appointed, shall have general
          responsibility for the administration and interpretation of this Agreement.
          If
          the Board or the committee shall find that any person to whom any amount
          is or
          was payable hereunder is unable to care for his affairs because of illness
          or
          accident, or has died, then the Board or the committee, if it so elects,
          may
          direct that any payment due him or his estate (unless a prior claim therefore
          has been made by a duly appointed legal representative) or any part thereof
          be
          paid or applied for the benefit of such person or to or for the benefit
          of his
          spouse, children or other dependents, an institution maintaining or having
          custody of such person, any other person deemed by the Board or committee
          to be
          a proper recipient on behalf of such person otherwise entitled to payment,
          or
          any of them, in such manner and proportion as the Board or committee may
          deem
          proper. Any such payment shall be in complete discharge of the liability
          of the
          Company therefore.

        


        ARTICLE
          8

        INDEMNIFICATION

        


        The
          Company shall indemnify the Executive during his employment and thereafter
          to
          the maximum extent permitted by applicable law for any and all liability
          of the
          Executive arising out of, or in connection with, his employment by the
          Company
          or membership on the Board; provided, that in no event shall such indemnity
          of
          the Executive at any time during the period of his employment by the Company
          be
          less than the maximum indemnity provided by the Company at any time during
          such
          period to any other officer or director under an indemnification insurance
          policy or the bylaws or charter of the Company or by agreement. 

        


        


        
          
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        ARTICLE
          9

        SOURCE
          OF PAYMENTS; NO TRUST

         

        
          The
            obligations of the Company to make payments hereunder shall constitute
            an
            unsecured liability of the Company to the Executive. Such payments shall
            be from
            the general funds of the Company, and the Company shall not be required
            to
            establish or maintain any special or separate fund, or otherwise to segregate
            assets to assure that such payments shall be made, and neither the Executive
            nor
            his designated beneficiary shall have any interest in any particular
            asset of
            the Company by reason of its obligations hereunder. Nothing contained
            in this
            Agreement shall create or be construed as creating a trust of any kind
            or any
            other fiduciary relationship between the Company and the Executive or
            any other
            person. To the extent that any person acquires a right to receive payments
            from
            the Company hereunder, such right shall be no greater than the right
            of an
            unsecured creditor of the Company.

        

         

        ARTICLE
          10

        SEVERABILITY

        


        All
          agreements and covenants contained herein are severable, and in the event
          any of
          them shall be held to be invalid by any competent court, this Agreement
          shall be
          interpreted as if such invalid agreements or covenants were not contained
          herein.

        


        ARTICLE
          11

        ASSIGNMENT
          PROHIBITED

        


        This
          Agreement is personal to each of the parties hereto, and neither party
          may
          assign nor delegate any of his or its rights or obligations hereunder.
          Any
          attempt to assign any rights or delegate any obligations under this Agreement
          shall be void.

        


        ARTICLE
          12

        NO
          ATTACHMENT

        


        Except
          as
          otherwise provided in this Agreement or required by applicable law, no
          right to
          receive payments under this Agreement shall be subject to anticipation,
          commutation, alienation, sale, assignment, encumbrance, charge, pledge
          or
          hypothecation or to execution, attachment, levy, or similar process or
          assignment by operation of law and any attempt, voluntary or involuntary,
          to
          effect any such action shall be null, void and of no effect. 

        


        ARTICLE
          13

        HEADINGS

        


        The
          headings of articles, paragraphs and sections herein are included solely
          for
          convenience of reference and shall not control the meaning or interpretation
          of
          any of the provisions of this Agreement.

        


        
          
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        ARTICLE
          14

        GOVERNING
          LAW

        


        The
          parties intend that this Agreement and the performance hereunder and all
          suits
          and special proceedings hereunder shall be construed in accordance with
          and
          under and pursuant to the laws of the State of Arkansas, and that in any
          action,
          special proceeding or other proceeding that may be brought arising out
          of, in
          connection with, or by reason of this Agreement, the laws of the State
          of
          Arkansas, shall be applicable and shall govern to the exclusion of the
          law of
          any other forum, without regard to the jurisdiction in which any action
          or
          special proceeding may be instituted.

        


        


        ARTICLE
          15

        BINDING
          EFFECT

        


        This
          Agreement shall be binding upon, and inure to the benefit of, the Executive
          and
          his heirs, executors, administrators and legal representatives and the
          Company
          and its permitted successors and assigns. 

        


        ARTICLE
          16

        MERGER
          OR CONSOLIDATION

        


        The
          Company will not consolidate or merge into or with another corporation,
          or
          transfer all or substantially all of its assets to another corporation
          (the
          "Successor Corporation") unless the Successor Corporation shall assume
          this
          Agreement, and upon such assumption, the Executive and the Successor Corporation
          shall become obligated to perform the terms and conditions of this
          Agreement.

        


        ARTICLE
          17

        ENTIRE
          AGREEMENT

        


        This
          Agreement expresses the whole and entire agreement between the parties
          with
          referenced to the employment of the Executive and, as of the effective
          date
          hereof, supersedes and replaces any prior employment agreement, understanding
          or
          arrangement (whether written or oral) between the Company and the Executive.
          Each of the parties hereto has relied on his or its own judgment in entering
          into this Agreement.

        


        


        ARTICLE
          18

        NOTICES

        


        All
          notices, requests and other communications to any party under this Agreement
          shall be in writing and shall be given to such party at its address set
          forth
          below or such other address as such party may hereafter specify for the
          purpose
          by notice to the other party:

        


        
          
            8

          

          
            
            

            
              

            

          

          
            
            

          

        




        (a)
          If to
          the Executive:

        Marty
          Casteel

        4620
          Stevens Drive

        Pine
          Bluff, Arkansas 71603

        


        (b)
          If to
          the Company:

        Simmons
          First National Corporation 

        Attention:
          Chairman

        501
          Main
          Street

        P.
          O. Box
          7009

        Pine
          Bluff, Arkansas 71611

        


        Each
          such
          notice, request or other communication shall be effective (i) if given
          by mail,
          72 hours after such communication is deposited in the mails with first
          class
          postage prepaid, addressed as aforesaid or (ii) if given by any other means,
          when delivered at the address specified in this ARTICLE 18.

        


        


        ARTICLE
          19

        MODIFICATION
          OF AGREEMENT

        


        No
          waiver
          or modification of this Agreement or of any covenant, condition, or limitation
          herein contained shall be valid unless in writing and duly executed by
          the party
          to be charged therewith. No evidence of any waiver of modification shall
          be
          offered or received in evidence at any proceeding, arbitration, or litigation
          between the parties hereto arising out of or affecting this Agreement,
          or the
          rights or obligations of the parties hereunder, unless such waiver or
          modification is in writing, duly executed as aforesaid. The parties further
          agree that the provisions of this ARTICLE 19 may not be waived except as
          herein
          set forth.

        


        


        ARTICLE
          20

        TAXES

        


        To
          the
          extent required by applicable law, the Company shall deduct and withhold
          all
          necessary Social Security taxes and all necessary federal and state withholding
          taxes and any other similar sums required by laws to be withheld from any
          payments made pursuant to the terms of this Agreement.

        


        ARTICLE
          21

        RECITALS

        


        The
          Recitals to this Agreement are incorporated herein and shall constitute
          an
          integral part of this Agreement

        


        
          
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        IN
          WITNESS WHEREOF, the parties have executed this Agreement on the day and
          year
          first above written.

        


        
          	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Marty
                  Casteel
	 	
                  
Marty
                  Casteel
	 	 


          	 	 	 
	 	SIMMONS
                  FIRST NATIONAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ J.
                  Thomas
                  May
	 	
                  
J.
                  Thomas May, Chairman and CEO
	 	 


        

      

      
        
          
          

        

        
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