Exhibit 4.1


    Exhibit
      4.1

    SIMMONS
      FIRST NATIONAL CORPORATION 

    


    INCENTIVE
      AND NONQUALIFIED STOCK OPTION PLAN 

    


    I.
      Purpose of the Plan 

    


    This
      Stock
      Option Plan (the "Plan") is intended as an incentive to employees of Simmons
      First National Corporation ("Company") and its affiliates or subsidiaries.
      The
      purposes of the Plan are to retain employees with a high degree of training,
      experience and ability, to attract new employees whose services are considered
      unusually valuable, to encourage the sense of proprietorship of such persons
      and
      to stimulate the active interest of such persons in the development and
      financial success of the Company. It is intended that options granted under
      the
      Plan, if so designated, will qualify as "incentive stock options" under the
      Internal Revenue Code of 1986 as amended (the "Internal Revenue Code") provided,
      however, that nonqualified stock options may also be granted which do not
      qualify as incentive stock options. 

     

    II.
      Administration
      of the Plan

     

    A.
      The
      Executive Compensation Committee of the Board of Directors of the Company
      ("Committee"), which shall consist of at least four members of the Board or
      Directors all of whom are "disinterested persons" within the meaning of Rule
      16b-3 of the Securities and Exchange Commission, will recommend to the Board
      of
      Directors qualified individuals as described in Paragraph III to participate
      in
      the Plan. The Committee shall have the power and authority to recommend to
      the
      Board the number of shares to be optioned to each participant and which
      participants shall receive options, to interpret the provisions of the Plan
      and
      to supervise the administration of the Plan. All decisions and selections made
      by the Committee pursuant to the Plan shall be made by a majority of the members
      eligible to vote on matters affecting the Plan. For the purposes or the Plan,
      no
      member of the Board of Directors shall be authorized to vote upon any matters
      concerning the Committee, who is an executive officer or salaried employee
      of
      the Company or of any of its affiliates or subsidiaries or who has, at any
      time
      within one year prior to the date when any matter involving the Plan is being
      acted upon by the Committee, served the Company or any of its affiliates or
      subsidiaries in such a position. The Committee may from time to time refer
      matters involving the Plan to one or more special subcommittees of its members
      for study, reports and recommendations to be made to the Committee. Any decision
      of the Committee which shall be reduced to writing and signed by a majority
      of
      its members shall be fully effective the same as if such decision were made
      by a
      duly constituted meeting or the Committee. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    B.
      The
      Board of Directors of the Company shall by resolution grant options to the
      participants designated by the Committee for the amount of shares recommended
      by
      the Committee. Such grant shall be in the absolute decision of the Board of
      Directors, and shall be final without approval of the shareholders of the
      Company.

     

    III.
      ELIGIBILITY
      

    


    Eligibility
      for participation in the Plan shall include only employees or the Company or
      of
      any affiliates or subsidiaries of the Company (as defined in Section 425(f)
      of
      the Internal Revenue Code) who are executive, administrative, professional,
      or
      technical personnel and who have the principal responsibility, subject to the
      Board of Directors, for the management, direction and financial success of
      the
      Company. An employee who owns, directly or indirectly, stock possessing more
      than ten percent (10%) of the total combined voting power or value of all
      classes of stock in the Company or an affiliate or subsidiary thereof shall
      not
      be eligible to participate in the Plan. The Directors of the Company who are
      not
      employees of the Company or of any affiliates or subsidiaries, shall not be
      eligible to participate in the Plan by reason of their status as Directors,
      but
      Directors who are qualified employees shall be eligible to participate. An
      employee who has been granted an option hereunder may be granted an additional
      option or options if the Committee shall so determine.

     

    IV.
      SHARES
      SUBJECT TO THE PLAN

     

    Subject
      to
      the adjustments as provided in Paragraph IX hereof, there shall be subject
      to
      the Plan 70,000 shares of class A common stock of the Company par value $5.00
      per share. Any or all of the shares subject to the Plan may be granted at such
      time as the Board of Directors may determine, The shares subject to the Plan
      shall consist of authorized but unissued shares or treasury shares held by
      the
      Company. Any of such shares which may remain unsold and which are not subject
      to
      outstanding options at the termination of the Plan shall cease to be subject
      to
      the Plan, but until termination of the Plan, the Company shall at all times
      make
      available to a sufficient number of shares to meet the requirements of the
      Plan.
      Should any option expire or be cancelled prior to the exercise in full, the
      shares thereof subject to such options may again be subject to an option under
      the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    V.
      OPTION
      PRICE 

    


    A.
      The
      purchase price for each share under an option granted pursuant to the Plan
      shall
      be determined by the Committee, but shall in the case of options designated
      as
      incentive stock options not be less than 100% of the fair market value of such
      shares on the date the option is granted. 

    


    B.
      The
      aggregate fair market value (determined at the time the option is granted)
      of
      stock treated as acquired pursuant to incentive stock options which are
      exercisable by any participant for the first time during any calendar year
      (under all incentive stock option plans of the Company or as affiliates or
      subsidiaries thereof) shall not exceed $100,000. 

    


    C.
      The
      fair market value of a share on a particular date shall be deemed to be (i)
      the
      average of the closing bid and ask price as reported by the National Association
      of Securities Dealers Quotation System ("NASDAQ") on that date or (ii) if the
      stock hereafter becomes listed on a stock exchange, the mean between the highest
      and lowest sales price per share of the stock on the principal national
      securities exchange which the stock may be listed from time to time on that
      date
      or, in either case, if there shall have been no sale on that date last preceding
      date on which such sale or sales were reported to NASDAQ or effected such
      exchange. In the event that the method just described for determining the fair
      market value of the shares shall not be applicable or shall not remain
      consistent with the provisions of the Internal Revenue Code or the regulations
      of the Secretary of the Treasury promulgated thereunder, then the fair market
      value per share shall be determined by such other method consistent with the
      Internal Revenue Code or regulations as the Committee shall in its discretion
      select and apply at the time of the grant of such option.

     

    VI.
      OPTION
      PERIOD

    


    A.
      Options
      granted under this Plan shall terminate and be of no force and effect with
      respect to any shares not previously purchased by the optionee upon the
      happening of the first of the following: 

     

    1.
      The
      expiration of ten (10) years from the date of granting such option, or


    


    2.
      The
      expiration of three (3) months after termination of the optionee's employment
      with the Company for any reason (including retirement), with or without cause,
      other than by death, or 

    


    3.
      The
      expiration of twelve (12) months after the date of death of the optionee.


    


    B.
      "Employment with the Company" as used in this Plan shall include employment
      with
      any affiliate or subsidiary of the Company and options granted under this Plan
      shall not be affected by an employee's transfer of employment from the Company
      to an affiliate or subsidiary, from an affiliate or subsidiary to the Company
      or
      between affiliates or subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    VII.
      TERMS
      AND EXERCISE OF OPTIONS 

    


    A.
      The
      Board of Directors in granting options hereunder shall have discretion to
      determine the terms on which options shall be exercisable, including such
      provisions as deemed advisable to permit qualification as "incentive stock
      options" within the meaning of Section 422A of the Internal Revenue Code, as
      the
      same may from time to time be amended. Specifically, the Board is authorized
      to
      grant options which are exercisable in installments over any period up to and
      including nine (9) years after the grant. Any incentive stock options
      outstanding under the Plan may be amended, if necessary, in order to retain
      such
      qualifications. 

     

    B.
      Options
      may be exercised solely by the optionee during his lifetime, or in the event
      of
      his legal incapacity, by his legal representative, or after his death, by the
      person or persons entitled thereto under his Will or the laws of descent and
      distribution. In the event of the retirement of an optionee while in the
      employee of the Company at or beyond age 65, or any time after age 62, if the
      optionee has 10 or more years of employment with the company any unmatured
      installments of the option shall be accelerated as of the date of retirement
      and
      the option shall be exercisable in full within three months following the date
      of retirement. In the event of the death of an optionee while in the employee
      of
      the Company, any unmatured installments of the option shall be accelerated
      as of
      the date of death and the option shall be exercisable in full within twelve
      (12)
      months following the date of death, unless otherwise expressly provided in
      the
      option granted to such optionee. In the event of termination of employment
      for
      any reason other than retirement or death, if the Committee fails for any reason
      to take action to approve acceleration of then unmatured installments of any
      outstanding option, such option shall be exercisable by the employee' or his
      legal representative within three (3) months of the date of termination as
      to
      all then matured installments and all unmatured installments shall be forfeited.
      In no event may an option be exercised more than ten (10) years after the date
      of its grant. 

    


    C.
      Options
      may be exercised, whether in whole or in part, by written notification to the
      Company, accompanied by cash or Cashier's Check for the aggregate price of
      the
      number of shares being purchased, or upon exercising of an option the optionee
      may, with the approval of the Committee, pay for the shares by tendering stock
      in the Company already owned by the optionee, with such stock being valued
      on
      the date of exercise by application of the method set out in Paragraph V
      hereinabove. An optionee may, with approval of the Committee, also pay for
      such
      shares with a combination of stock and cash of the Company as stated above.
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    D.
      Options
      granted under the Plan which are not incentive stock options become exercisable
      at such time the Committee may, in its discretion, determine, which time may
      be
      different from those specified in Paragraph VIIA for incentive stock options.
      In
      the event stock options covering more than $100,000 of stock which would
      otherwise qualify as an incentive stock option first becomes exercisable in
      a
      calendar year (under a11 incentive stock option plans of the Company or an
      affiliate or subsidiary thereof), the Committee may designate the stock that
      is
      treated as an incentive stock option by issuing a separate stock certificate
      (or
      certificates) for $100,000 of stock and identifying such certificate (or
      certificates) as incentive stock option stock in the Company's stock transfer
      records and the balance of the stock shall be treated as acquired pursuant
      to
      the exercise of a nonqualified stock option. 

     

    E.
      If a
      participant leaves employment with the Company and accepts employment within
      twelve (12) months after separation from the Company with a financial
      institution with business offices within the State of Arkansas, any unexercised
      options granted to the participant under the Plan shall be forfeited and any
      stock purchased within six (6) months prior to or any time following the
      termination of employment with the Company pursuant to the exercise of a
      nonqualified stock option granted hereunder shall be subject to an option on
      behalf of the Company to repurchase such stock at the option price for a period
      commencing on the date of the termination of employment and expiring thirty
      (30)
      days following the first anniversary of such employees' termination of
      employment. 

    


    F.
      Stock
      certificates to be issued or transferred pursuant to Options granted under
      this
      Plan shall have noted thereon that same have been issued or transferred pursuant
      to an option granted under this P Ian and are subject to the terms of any
      restrictions on transfer contained in the Plan. 

     

    VIII.
      ASSIGNABILITY
      

    


    Options
      granted under this Plan shall not be assignable or transferable by the optionee
      r otherwise than by Will or the laws of descent and distribution and shall
      be
      exercisable during the lifetime of the optionee only by the optionee for his
      individual account or r in the event of his legal incapacity, by his legal
      representatives. Other than is permitted in the preceding sentence, no
      assignment, or transfer of an option, or of the rights represented thereby,
      whether voluntarily or involuntarily, by operation of law or otherwise, shall
      vest in the purported assignee or transferee, any interest or right therein
      whatsoever, but immediately upon any such purported assignment or transfer,
      or
      any attempt to make the same, such option shall terminate and become of no
      further effect. 

     

    IX.
      REORGANIZATIONS
      AND RECAPITALIZATION OF THE COMPANY 

    


    A.
      The
      existence of the Plan and options granted hereunder shall not affect in any
      way
      the right or power of the Company or its shareholders to make or authorize
      any
      or all adjustments, recapitalizations, reorganizations or other changes in
      the
      Company's capital structure or its business, or any merger or consolidation
      of
      the Company, or any issue of bonds, debentures, preferred or prior preferred
      stocks ahead of or affecting the common stock or the rights thereof, or the
      dissolution or the liquidation of the Company, or any sale or transfer of all
      or
      any part of its assets or business, or any corporate act or proceeding, whether
      of a similar character or otherwise.

     

    B.
      The
      shares with respect to which options may be granted hereunder are shares of
      the
      common stock of the Company as presently constituted, but if and whenever,
      prior
      to the delivery by the Company of all of the shares of common stock which are
      subject to options granted hereunder, the Company shall effect a subdivision
      or
      consolidation of shares or other capital readjustments, the payments of a stock
      dividend or other increase or reduction in the number of shares of the common
      stock outstanding without receiving compensation therefor in money, services
      or
      property, the number of shares of common stock available under the Plan and
      the
      number of shares of common stock with respect to which options shall be granted
      hereunder, may thereafter be exercised shall (i) in the event of an increase
      in
      the number of shares, be proportionately increased, and the cash consideration
      payable per share shall be proportionately reduced; and (ii) in the event of
      a
      reduction in the number of outstanding shares, be proportionately reduced,
      and
      the cash consideration payable per share shall be proportionately
      increased.

    


    C.
      If the
      Company is reorganized or merged or consolidated with or sells or otherwise
      disposes of substantially all of its assets to another corporation or if at
      least a majority of the outstanding common stock of the Company is acquired
      by
      another corporation (in exchange for stock or other securities of such other
      corporation) while unexercised options remain outstanding under the Plan, there
      shall be substituted for the shares subject to the unexercised installments
      of
      such outstanding options an appropriate number of shares, if any, of each class
      of stock or other securities of the reorganized, merged, consolidated, or
      acquiring securities of the reorganized, merged, consolidated, or acquiring
      corporation which were distributed or issued to the shareholders of the Company
      in respect of such shares, In the case of any reorganization, merger or
      consolidation wherein the Company is not the surviving corporation, or any
      sale
      or distribution of substantially all of the assets of the Company to another
      corporation or the acquisition of at least a majority of the outstanding common
      stock of the Company by another corporation (in exchange for stock or other
      securities of such other corporations) all options granted under the Plan shall
      become immediately vested without regard to the terms of any installment
      provisions set forth in such option. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    D.
      In the
      event there shall be any change of the number, or kind of, issued shares under
      option, or of any stock or other securities into which such stock shall have
      been changed, or for which it shall have been exchanged, then if the Committee
      shall, in its sole discretion, determine such changes equitably requires an
      adjustment in the number, or kind, or option, such adjustment shall be made
      by
      the Board of Directors and shall be effective and binding for all purposes
      of
      the Plan. 

     

    X.
      REGISTRATION
      AND LISTING

    


    The
      Company from time to time shall take such steps as may be necessary to cause
      the
      issuance of shares upon the exercise of options granted under the Plan to be
      registered under the Securities Act of 1933, as amended, and such other Federal
      or State Securities laws as may be applicable, The timing of such registration
      shall be at the sale discretion of the Company, Until such shares are
      registered, they shall bear a legend restricting the sale of such securities.
      The Company shall also from time to time take such steps as may be necessary
      to
      list the shares issuable upon exercise of options granted under the Plan for
      trading on the same basis which the Company r s then outstanding shares are
      admitted to trading on any public markets. 

     

    XI.
      EFFECTIVE
      DATE OF PLAN

    


    This
      Plan
      shall become effective on the later of the date of its adoption by the Board
      of
      Directors of the Company or its approval by the vote of the holders of a
      majority of the outstanding shares of the Company's Class A Common Stock. This
      Plan shall not become effective unless such shareholder approval shall be
      obtained within twelve (12) months before or after the adoption of the Plan
      by
      the Board of Directors. 

     

    XII.
      AMENDMENTS
      OR TERMINATION

    


    The
      Board
      of Directors may amend, alter or discontinue the Plan, but no amendment or
      alteration shall be made without the approval of the shareholders which would:
      

    


    A.
      Materially increase the benefits accruing to participants under the Plan, or
      

    


    B.
      Increase the number of securities which may be issued under the Plan, or
 

    


    C.
      Modify
      the requirements as to eligibility for participants in the Plan. 

     

    No
      amendment, alteration or discontinuation of the Plan shall adversely affect
      any
      stock options granted prior to the time such amendment, alteration or
      discontinuation.

     

    XIII.
      GOVERNMENT
      REGULATIONS 

    


    Notwithstanding
      any provisions hereof, or any option granted hereunder, the obligation of the
      Company to sell and deliver shares under any such option shall be subject to
      all
      applicable laws, rules and regulations and to such approvals by any governmental
      agencies or national securities exchange as may be required, and the optionee
      shall agree that he will not exercise anyA
      option
      granted hereunder, and that the Company will not be obligated to issue any
      shares under any such option, if the exercise thereof or if the issuance of
      such
      shares shall constitute a violation by the optionee or the Company of any
      applicable law or regulation.