Exhibit 4.1


    
      Exhibit
        4.1

      SIMMONS
        FIRST NATIONAL CORPORATION

      EXECUTIVE
        STOCK INCENTIVE PLAN

      
 

      ARTICLE
        I. ADMINISTRATION AND ELIGIBILITY 

      


      Section
        1.01. Purposeof
        the Plan.
        This
        Executive Stock Incentive 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. The Plan
        authorizes the issuance of stock options which if so designated, will qualify
        as
        "incentive stock options" under the Internal Revenue Code of 1986, as amended
        (the "Internal
        Revenue Code"),
        non-qualified stock options which may be issued with or without coupled Stock
        Appreciation Rights ("SARs")
        and
        Bonus Shares.

      


      Section
        1.02. Administration
        of the Plan.
        The Board
        of Directors of the Company ("Board")
        will
        select qualified individuals as described in Section 1.03 to participate
        in the
        Plan. The Board shall have the power and authority to (i) determine the
        participants who will receive options, SARs or Bonus Shares at any time and
        the
        number of shares to be granted to each participant, (ii) to determine the
        type,
        terms and conditions of the options, SARs or Bonus Shares granted pursuant
        to
        the terms of the Plan, (iii) to interpret the provisions of the Plan and
        (iv) to
        supervise the administration of the Plan. All decisions and selections made
        by
        the Board pursuant to the Plan shall be made by a majority of the members
        eligible to vote on matters affecting the Plan. The Board may from time to
        time
        refer matters involving the Plan to one or more committees of the Board for
        study, reports and recommendations to be made to the Board. All options,
        SARs
        and Bonus Shares shall be granted to the selected participants by resolution
        of
        the Board. Such grant shall be in the absolute discretion of the Board, and
        shall be final, without approval of the shareholders of the
        Company.

      


      Section
        1.03.
        Eligibility.
        Eligibility for participation in the Plan shall include only employees of
        the
        Company, its affiliates or subsidiaries (as defined in Section 424(f) of
        the
        Internal Revenue Code) who are executive, administrative, professional, or
        technical personnel and who have the principal responsibility (subject to
        the
        authority of the Board) 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, its affiliates or subsidiaries shall not
        be
        eligible to participate in the Plan. The Directors of the Company who are
        not
        employees of the Company, its 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 options, SARs or Bonus Shares hereunder may thereafter be
        granted additional options, SARs or Bonus Shares at the discretion of the
        Board.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        II. STOCK OPTIONS AND SARs

      


      Section
        2.01. Shares
        Subject to Options and SARs.
        Subject
        to the adjustments as provided in Section 4.01 hereof, 130,000 shares of
        authorized but unissued Class A common stock of the Company shall be set
        aside
        and designated for issuance upon the exercise of options and SARs under the
        Plan. Options and SARs for any or all of the shares set aside may be granted
        at
        such time as the Board may determine. Any such shares which remain unsold
        and
        are not subject to outstanding options or SARs 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 a sufficient number of shares to
        meet
        the requirements for exercises of options and SARs granted under the Plan.
        Should any option expire or be canceled prior to its exercise in full, the
        shares underlying such expired or canceled option shall again be subject
        to the
        terms of the Plan and options (and related SARs, if so specified) in respect
        of
        those shares may at the discretion of the Board again be granted to participants
        under the Plan.

      


      Section
        2.02. Option
        Price.
        (a) The
        purchase price for each share under an option granted pursuant to the Plan
        shall
        be determined by the Board, 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 which may be acquired pursuant to incentive stock options that become
        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
        closing price as reported by the National Association of Securities Dealers
        Automated Quotation System ("NASDAQ")
        on the
        last preceding date upon which a sale or sales were reported to NASDAQ, or
        (ii)
        if the stock hereafter becomes listed on a stock exchange, the closing price
        per
        share of the stock on the principal national securities exchange upon which
        the
        stock is listed from time to time on the last preceding date on which a sale
        or
        sales were effected on such exchange. In the event that the above method
        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 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 Board may in its discretion select and apply at the time
        of
        the grant of such option.

      


      Section
        2.03. Option
        Period.
        (a)
        Incentive stock 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:

       

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

      

       

      
        
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      (ii)
        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

      


      (iii)
        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.

      


      Section
        2.04. Stock
        Appreciation Rights. The
        Board
        may grant SARs to participants at the same time as such participants are
        awarded
        non-qualified options under the Plan. Such SARs shall be evidenced by agreements
        in such form as the Board shall from time to time approve. Such agreements
        shall
        comply with, and be subject to, the following terms and conditions:

      


      (a)
        The
        Board may, in its discretion, include in any SARs granted under the Plan
        a
        condition that the participant shall agree to remain in the employ of, and
        to
        render services to, the Company or any of its Subsidiaries for a period of
        time
        (specified in the agreement) from the date the SARs are granted. No such
        agreement shall impose upon the Company, or any of its subsidiaries, however,
        any obligation to employ the participant for any period of time.

      


      (b)
        Each
        SAR shall relate to a specific non-qualified option under the Plan, and shall
        be
        awarded to a participant concurrently with the grant of such option. The
        number
        of SARs granted to a participant, if any are granted, shall be equal to the
        number of shares that the participant is entitled to receive pursuant to
        the
        related non-qualified option. The number of SARs held by a participant shall
        be
        reduced by:

      


      (i)
        the
        number of SARs exercised for stock or cash under the SAR agreement applicable
        to
        that SAR, and

      


      (ii)
        the
        number of shares of stock purchased by such participant pursuant to the related
        non-qualified option.

      


      (c)
        A
        participant shall exercise SARs by giving written notice of such exercise
        to the
        Company. The date upon which such written notice is received by the Company
        shall be the exercise date for the SARs.

       

      (d)
        Each
        SAR shall entitle a participant to the following amount of appreciation--the
        excess of the fair market value of a share of stock on the exercise date
        over
        the option price of the related non-qualified option. The total appreciation
        available to a participant from any exercise of SARs shall be equal to the
        number of SARs being exercised, multiplied by the amount of appreciation
        per SAR
        determined under the preceding sentence.

       

      
        
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      (e)
        In the
        discretion of the Board, the total appreciation available to a participant
        from
        an exercise of SARs may be paid to the participant either in stock or in
        cash.
        If paid in cash, the amount thereof shall be the amount of appreciation
        determined under sub-paragraph (d) above. If paid in stock, the number of
        shares
        of stock that shall be issued pursuant to the exercise of SARs shall be
        determined by dividing the amount of appreciation determined under subparagraph
        (d) above, by the fair market value of a share of stock on the exercise date
        determined by application of the method set out in Section 2.02(c) hereinabove;
        provided, however, that no fractional shares shall be issued upon the exercise
        of SARs.

      


      (f)
        A
        participant may exercise an SAR for cash only in conjunction with the exercise
        of the non-qualified Option to which the SAR relates. SARs may be exercised
        only
        at such times and by such persons as may exercise the related options under
        the
        Plan. Adjustment to the number of shares in the Plan and the price per share
        pursuant to Section 4.01 below shall also be made to any SARs held by each
        participant. Any termination, amendment, or revision of the Plan pursuant
        to
        Section 4.04 below shall be deemed a termination, amendment, or revision
        of SAR
        to the same extent.

      


      Section
        2.05. Option
        Terms and Exercise Procedures.
        (a) The
        Board 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 422 of the Internal Revenue Code, as the same may from
        time
        to time be amended. Specifically, the Board is authorized to grant incentive
        stock 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)
        Any
        Option granted hereunder may be exercised solely by the optionee during his
        lifetime, or in the event of legal incapacity, by the optionee's
        legal
        representative, or after the death of the optionee, by the person or persons
        entitled thereto under the terms of the optionee's
        Will or
        the laws of descent and distribution. In the event of the retirement of an
        optionee while in the employ of the Company at or beyond age 65, or any time
        after age 62, if the optionee has ten (10) or more years of employment with
        the
        company any unmatured installments of an incentive stock option shall be
        accelerated as of the date of retirement and such 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 employ of the Company, any unmatured
        installments of an incentive stock option shall be accelerated as of the
        date of
        death and such 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 Board fails for any reason
        to take
        action to approve acceleration of the then unmatured installments of any
        outstanding option, such option shall be exercisable by the optionee or the
        optionee's
        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 incentive stock option be exercised more than ten (10) years
        after
        the date of its grant.

      


      
        
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      (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 Board, 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 Section 2.02(c)
        hereinabove. An optionee may, with approval of the Board, also pay for such
        shares with a combination of cash and stock of the Company.

      


      (d)
        In the
        event options covering more than $100,000 in value of stock which would
        otherwise qualify as incentive stock options, first become exercisable in
        a
        calendar year (under all incentive stock option plans of the Company, its
        affiliates or subsidiaries), the Board may designate the stock that is issued
        pursuant to an incentive stock option by issuing a separate stock certificate
        (or certificates) a number of shares not exceeding $100,000 in value 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 non-qualified
        option.

      


      (e)
        Options granted under the Plan, which are not incentive stock options, shall
        become exercisable at such time as the Board may, in its discretion, determine,
        which time may be different from those specified under this Section 2.05
        for
        incentive stock options, provided, that the foregoing terms applicable to
        incentive stock options shall also be applicable to non-qualified options
        unless
        and only to the extent that the instrument granting a non-qualified option
        contains contrary terms. 

      


      (f)
        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 (and any related SARs) 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 non-qualified stock option or SAR granted hereunder shall be
        subject to the right of the Company to repurchase such stock at the price
        paid
        therefor by the participant for a period commencing on the date of the
        termination of employment and expiring thirty (30) days following the first
        anniversary of such employee's termination of employment.

      


      (g)
        Stock
        certificates to be issued or transferred pursuant to options or SARs granted
        under this Plan shall have noted thereon that same have been issued or
        transferred pursuant to an option or SAR granted under this Plan and are
        subject
        to the terms of any restrictions on transfer contained in the Plan.

       

      
        
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      Section
        2.06. Assignability.
        Options
        (and any related SARs) granted under this Plan shall not be assignable or
        transferable by the optionee, 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 or, in the event of legal incapacity, by the
        optionee's
        legal
        representative. Other than as permitted in the preceding sentence, no
        assignment, or transfer of an option (or any related SARs), 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 (and any related
        SAR)
        shall terminate and become of no further effect

      


      ARTICLE
        III. BONUS SHARES

      


      Section
        3.01. Bonus
        Share Reserve.
        (a)
        Subject to the adjustments as provided in Section 4.01, the Company will
        establish a Bonus Share Reserve to which will be credited 15,000 shares of
        the
        authorized but unissued Class A common stock of the Company. 

      


      (b)
        Upon
        the allocation of shares hereunder, the reserve will be reduced by the number
        of
        shares so allocated and, upon the failure to make the required payment on
        the
        issuance of any Bonus Shares pursuant to Section 3.04(a) or upon the repurchase
        thereof pursuant to Section 3.05(d)(i) or (ii), the reserve shall be increased
        by such number of shares, and such Bonus Shares may again be the subject
        of
        allocations hereunder.

      


      (c)
        Distributions of Bonus Shares, as the Board shall in its sole discretion
        determine, may be made from authorized but unissued shares. All authorized
        and
        unissued shares issued as Bonus Shares in accordance with the Plan shall
        be
        fully paid and non-assessable shares and free from preemptive
        rights.

      


      Section
        3.02.
        Allocation of Bonus Shares.
        (a) The
        Board may from time to time select those eligible participants as described
        in
        Section 1.03 for allocations of Bonus Shares. In selecting those participants
        to
        whom it wishes to make for allocations for Bonus Shares and in determining
        the
        number of Bonus Shares it wishes to allocate, the Board shall consider the
        position and responsibilities of the participants, the value of their services
        to the Company, its affiliates and subsidiaries and such other factors as
        the
        Board deems pertinent. Allocation shall be made by a duly adopted resolution
        of
        the Board setting forth the participant, number of Bonus Shares and such
        other
        terms and conditions as the Board deems appropriate. The date of such action
        by
        the Board shall be the "date of allocation," as that term is used in this
        Plan.

      


      (b)
        The
        total number of Bonus Shares which may be allocated pursuant to this Plan
        will
        not exceed the amount available therefor in the Bonus Share
        reserve.

      


      Section
        3.03. Notice
        of Allocations.
        When an
        allocation is made, the Board shall advise the Recipient and the Company
        thereof
        by delivery of written notice thereof in such form of as the Company may
        from
        time to time specify.

       

      
        
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      Section
        3.04. Payment
        Required of Participants.
        (a)
        Within 30 days after receipt of the notice of allocation, the participant
        shall,
        if he or she desires to accept the allocation, pay to the Company an amount
        equal to the par value of the Bonus Shares so allocated, in cash, by certified
        or bank cashier's check, or by money order at the office of its Chief Financial
        Officer.

      


      (b)
        The
        Company may require that, in acquiring any Bonus Shares, the participant
        agree
        with, and represent to, the Company that the participant is acquiring such
        Bonus
        Shares for the purpose of investment and with no present intent to transfer,
        sell, or otherwise dispose of such shares except for such distribution by
        a
        legal representative as shall be required by will or the laws of any
        jurisdiction in winding up the estate of any participant. Such shares shall
        be
        transferable thereafter only if the proposed transfer is permitted under
        the
        Plan and if, in the opinion of counsel (who shall be satisfactory to the
        Company), such transfer at such time complies with applicable securities
        laws.

      


      (c)
        Concurrently with making payment of the par value of Bonus Shares pursuant
        to
        Section 3.04(a) the participant shall deliver to the Company, in duplicate,
        an
        agreement in writing, signed by the participant, in form and substance as
        set
        forth in Exhibit A, below, and the Company will promptly acknowledge its
        receipt
        thereof. The date of such delivery and receipt shall be deemed the "Date
        of
        Issuance," as that phrase is used in this Plan, of the Bonus Shares to which
        the
        shares relate. The failure to make such payment and delivery within 30 days
        from
        the date of allocation shall terminate the allocation of such shares to the
        participant.

      


      Section
        3.05. Restrictions.
        (a) Bonus
        Shares, after the making of the payment and representations required by Section
        3.04, will be promptly issued or transferred and a certificate or certificates
        for such shares shall be issued in the participant's
        name.
        The participant shall thereupon be a shareholder of all the shares represented
        by the certificate or certificates. As such, the participant will have all
        the
        rights of a shareholder with respect to such shares, including the right
        to vote
        them and to receive all dividends and other distributions (subject to Section
        3.05(b)) paid with respect to them, provided, however, that the shares shall
        be
        subject to the restrictions in Section 3.05(d). Stock certificates representing
        Bonus Shares will be imprinted with a legend stating that the shares represented
        thereby may not be sold, exchanged, transferred, pledged, hypothecated, or
        otherwise disposed of except in accordance with this Plan's terms, and each
        transfer agent for the Common Stock shall be instructed to like effect in
        respect of such shares. In aid of such restrictions, the participant shall,
        if
        requested by the Board, immediately upon receipt of the certificate(s) therefor,
        deposit such certificate(s) together with a stock power or other instrument
        of
        transfer, appropriately endorsed in blank, with an escrow agent designated
        by
        the Board, under a deposit agreement containing such terms and conditions
        as the
        Board shall approve, the expenses of such escrow to be borne by the
        Company.

       

      (b)
        Stock
        Splits, Dividends, etc. If, due to a stock split, stock dividend, combination
        of
        shares, or any other change or exchange for other securities by
        reclassification, reorganization, merger, consolidation, recapitalization
        or
        otherwise, the participant, as the owner of Bonus Shares subject to restrictions
        hereunder, shall be entitled to new, additional, or different shares of stock
        or
        securities, the certificate or certificates for, or other evidences of, such
        new, additional, or different shares or securities, together with a stock
        power
        or other instrument of transfer appropriately endorsed, also shall be imprinted
        with a legend as provided in Section 3.05(a) and deposited by the participant
        under the above-mentioned deposit agreement, if so requested by the Board.
        When
        the event(s) described in the preceding sentence occur, all Plan provisions
        relating to restrictions and lapse of restrictions will apply to such new,
        additional, or different shares or securities to the extent applicable to
        the
        shares with respect to which they were distributed, provided, however, that
        if
        the participant shall receive rights, warrants or fractional interests in
        respect of any of such Bonus Shares, such rights or warrants may be held,
        exercised, sold or otherwise disposed of, and such fractional interests may
        be
        settled, by the participant free and clear of the restrictions hereafter
        set
        forth.

       

      
        
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      (c)
        Restricted Period. The term "Restricted Period" with respect to restricted
        Bonus
        Shares (after which restrictions shall lapse) means a period starting on
        the
        Date of Issuance of such shares to the Recipient and ending on such date
        not
        less than three (3) years after the Date of Issuance, as the Board may establish
        at the time of allocation of shares hereunder.

      


      (d)
        Restrictions on Bonus Shares. The restrictions to which restricted Bonus
        Shares
        shall be subject are:

      


      (i)
        During
        the Restricted Period applicable to such shares and except as otherwise
        specifically provided in Article III of the Plan, none of such shares shall
        be
        sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed
        of
        unless such shares are first, by written notice, offered to the Company for
        repurchase for the same amount as was paid therefor under Section 3.04, with
        appropriate adjustment for any change in the Bonus Shares of the nature
        described in Section 3.05(b) and the Company shall not within 30 days following
        such offer have so repurchased the shares and made payment in full therefor.
        Unless such repurchase is otherwise prohibited by the laws of the State of
        Arkansas currently in effect at the time of an offer of Bonus Shares to the
        Company for repurchase pursuant to the terms of this Plan, the Company shall
        repurchase said shares and make payment in full therefor within thirty (30)
        days
        following such offer.

      


      (ii)
        If a
        participant's employment is terminated for any reason, other than as described
        in Section 3.05(d)(iii) below, before the Restricted Period ends, the Company
        shall so notify the escrow agent, if any, appointed under Section 3.05(a).
        Such
        termination shall be deemed an offer to the Company as described in Section
        3.05(d)(i) as to:

      


      (A)
        All
        such shares issued to such participant, if such termination occurs within
        one
        year from the Date of Issuance:

       

      (B)
        75% of
        the total number of such shares originally issued (including any other or
        additional securities issued in respect thereof, as contemplated by Section
        3.05(b)) to such participant, if such termination occurs more than one year
        after the Date of Issuance but prior to two years after that date;

       

    

    
      
        
          
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          (C)
            50% of
            the total number of such shares originally issued (including any other
            or
            additional securities issued in respect thereof, as contemplated by Section
            3.05(b)) to such participant, if the termination occurs on or after two
            years
            after the Date of Issuance but prior to the end of the Restricted
            Period.

           

          
            (iii)
              If a
              participant's employment is terminated by reason of death or disability,
              at any
              time during the Restricted Period, the Company shall so notify the
              escrow agent,
              if any, appointed under Section 3.05(a). Such termination shall be
              an immediate
              termination of all restrictions on the Bonus Shares under Section 3.05
              and shall
              be deemed an immediate termination of the Restricted Period, regardless
              of the
              terms of the allocation of the Bonus Shares. 

             

          

        

      

    

    (e)
      The
      restriction set forth in Section 3.05(d) hereof, with respect to the Bonus
      Shares to which such Restricted Period was applicable, will lapse

    


                  
      (i) upon termination of the participant's
      employment, as to any shares held by a participant whose employment is
      terminated, as described in Section 3.05(d)(iii),

    


          
              (ii) as to such shares in accordance
      with the time(s) and number(s) of shares as to which the Restricted Period
      expires, as described in Section 3.05(d)(ii), or

    


          
              (iii) as to any shares which the
      Company will fail to purchase when they are offered to the Company, as described
      in Section 3.05(d)(i), upon the Company's failure to so repurchase.

    


    (f)
      All
      notices in writing required pursuant to this Section 3.05 will be sufficient
      only if actually delivered or if sent via registered or certified mail, postage
      prepaid, to the Company, attention Chief Financial Officer, and escrow agent,
      if
      any, at its principal office within the City of Pine Bluff, Arkansas and will
      be
      conclusively deemed given on the date of delivery, if delivered or on the first
      business day following the date of such mailing, if mailed.

     

    Section
      3.06. Limitation
      on Assignment or Transfer.
      Participants receiving allocations will have no rights in respect thereof other
      than those set forth in the Plan. Except as provided in Sections 3.04(b) or
      3.05(f), such rights may not be assigned or transferred except by will or by
      the
      laws of descent and distribution. If any attempt is made to sell, exchange,
      transfer, pledge, hypothecate, or otherwise dispose

     

    
      
        -9-

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     of
      any Bonus Shares held by the participant under restrictions which have not
      yet
      lapsed, the shares that are the subject of such attempted disposition will
      be
      deemed offered to the Company for repurchase, and the Company will repurchase
      them, as described in Section 3.05(d)(i). Before issuance of Bonus Shares,
      no
      such shares will be earmarked for the participants' accounts nor will such
      participant have any rights as stockholders with respect to such
      shares.

    


    ARTICLE
      IV. GENERAL TERMS

    


    Section
      4.01. Reorganizations
      And Recapitalization of The Company.
      (a) The
      existence of the Plan and any options, SARs or Bonus Shares granted or allocated
      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, recapitalization,
      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 Bonus Shares may be allocate and options and SARs
      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 Bonus Shares or the shares of common stock which are subject
      to
      options or SARs 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 Bonus Share Reserve, the number of shares of common stock set
      aside for options under Section 2.01 of the Plan, the number of Bonus shares
      allocated to but not yet purchased by any participant and the number of shares
      of common stock with respect to which options and SARs previously granted
      hereunder may thereafter be exercised shall (i) in the event of an increase
      in
      the number of shares, be proportionately increased, and the option price (if
      applicable) 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 option price (if applicable) per share shall be proportionately
      increased.

     

    
      (c)
        If the
        Company is reorganized, merged, consolidated, 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 or SARs remain outstanding under the
        Plan, there shall be substituted for the shares subject to the unexercised
        installments of such outstanding options and SARs 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 (AChange
        in Control Transaction@),
        then
        (i) all restrictions on Bonus Shares hereunder shall be immediately terminated,
        including the immediate termination of the Restricted Period, and (ii) all
        options and SARs granted under the Plan shall become immediately vested without
        regard to the terms of any installment provisions set forth in such option
        or
        SAR.

    

     

    
      
        -10-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
      In the
      event there shall be any change of the number, or kind of, issued shares under
      any option or SAR, 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
      Board shall, in its sole discretion, determine such changes equitably require
      an
      adjustment in the number, or kind, of shares under the option or SAR, such
      adjustment shall be made by the Board and shall be effective and binding for
      all
      purposes of the Plan.

    


    Section
      4.02. Registration
      and Listing.
      The
      Company from time to time shall take such steps as may be necessary to cause
      the
      issuance of Bonus Shares and shares upon the exercise of options or SARs 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 sole discretion of the Company. Until
      such
      shares are registered, they shall bear a legend restricting the sale of such
      securities. Subject to the restrictions contained in the Plan, the Company
      shall
      also from time to time take such steps as may be necessary to list the Bonus
      Shares and the shares issuable upon exercise of options or SARs granted under
      the Plan for trading on the same basis which the Company's then outstanding
      shares are admitted to trading on any public market.

    


    Section
      4.03. 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.

    


    Section
      4.04. Amendments
      or Termination.
      The
      Board 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
      Bonus Shares, options or SARs allocated or granted prior to the time of such
      amendment, alteration or discontinuation.

     

    
      
        -11-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.05. Government
      Regulations.
      Notwithstanding any provisions hereof, the obligation of the Company to sell
      and
      deliver Bonus Shares or shares under any option or SAR shall be subject to
      all
      applicable laws, rules and regulations and to such approvals by any governmental
      agencies or national securities exchanges as may be required, and the
      participant shall agree that he will not purchase any Bonus Share or exercise
      any option or SAR granted hereunder, and that the Company will not be obligated
      to issue any shares hereunder, if the purchase or exercise thereof or if the
      issuance of such shares shall constitute a violation by the participant or
      the
      Company of any applicable law or regulation.

    


    In
      Witness
      Whereof, the Chairman and CEO has executed this instrument at the direction
      of
      the Board of Directors of the Company, this 24th day of February,
      1997.

    


    


                SIMMONS
      FIRST
      NATIONAL CORPORATION

    


    


                By
/s/
      J.
      Thomas May__________________

                J.
      Thomas May,
      Chairman and CEO

    


     

    
      
        -12-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    
 

    Chief
      Financial Officer

    Simmons
      First National Corporation

    Pine
      Bluff, Arkansas

    


    


    Enclosed
      is the sum of $____________, being an amount equal to the par value of _________
      shares of the Class A $1.00 par value common stock of Simmons First National
      Corporation, allocated to and purchased by me as Bonus Shares under the Simmons
      First National Corporation Executive Stock Incentive Plan (APlan@).
      Upon
      receipt of these Bonus Shares, I will deposit them, if so directed by action
      of
      the Board, together with a stock power duly endorsed in blank with an escrow
      agent appointed pursuant to Section 3.05(a) of the Plan.

    


    I
      represent and agree that I am acquiring these Bonus shares fro investment and
      that I have no present intenetion to transfer, sell or otherwise dispose of
      such
      shares, except as permitted pursuant to the Plan and in compliance with
      applicable securities laws. I agree further that I am acquiring these shares
      in
      accordance with, and subject to, the terms of the Plan, to all of which I hereby
      expressly assent. These agreements will bind abd inure to the benefit of my
      heirs, legal representatives, successors and assigns.

     

    My
      address
      is:  ______________________

       
      ______________________

    


    My
      Social
      Security Number is: __________________________

    


    


                Sincerely,

    


    


                _______________________________________

    


    


    Receipt
      of
      this instrument and the payment herein referred to is acknowledged this ______
      day of ________________, _______.

    


    


            SIMMONS
      FIRST
      NATIONAL CORPORATION

    


    


            By______________________________________

            Title:______________________________