Exhibit 10.3


    
      Exhibit
        10.3

       

       

      AMENDED
        AND RESTATED

      EXECUTIVE
        SEVERANCE AGREEMENT

      


      THIS
        AMENDED AND RESTATED 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
        Robert A. Fehlman (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.

      


      The
        Company and Executive have agreed to certain amendments to the Executive
        Severance Agreement executed by the parties on June 7, 2001 and have executed
        this Agreement to implement such amendments.

      


      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.

              


      

      


      


      
        
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      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. 

      


      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.

       

      
        
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      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.

      


      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.
        

      


      


      
        
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      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.

      


      


      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. 

      


      
        
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        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.

      

       

       

      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.

      


      


      
        
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      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:

      


      (a)
        If to
        the Executive:

      Robert
        A.
        Fehlman

      903
        Cara
        Jane Drive

      Redfield,
        Arkansas 72132

      


      (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.

      


      
        
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      ARTICLE
        21

      RECITALS

      


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

      


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

      
        	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                A.
                Fehlman
	 	
                
Robert
                A. Fehlman
	 	 


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




      
        
          
          

        

        
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