LONG TERM EXECUTIVE INCENTIVE AGREEMENT

This Long Term Executive Incentive Agreement (the " Agreement ") is made and entered into effective as of January 1, 2005, by and between Simmons First National Corporation (the " Company "), an Arkansas corporation, and J. Thomas May (" May ").

The Company acknowledges that May has significantly contributed to the performance, growth and success of the Company and is expected to continue to do so. The Company desires to provide a long term economic incentive for May to continue to raise the economic performance and growth of the Company.

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 undertaken with a view toward maximizing long term performance rather than short term performance of the Company. The Company believes that this goal can best be achieved by providing incentive compensation to the corporate management based on achieving longer term economic goals.

NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the receipt and sufficiency of which is hereby acknowledged, the Company and May agree as follows:

1. Duties of May . May currently holds the positions of Chairman, President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of Simmons First National Bank. May shall perform in foregoing capacity, or in any other senior officer capacity assigned by the Board, pursuant to his employment arrangement with the Company and agrees to devote substantially all his time to performing the responsibilities of such positions, or other assignments, to perform such other reasonable services and duties as may from time to time be assigned to him by the Board and to grant the Company his undivided loyalty as long as he continues to be employed by the Company.

2. Effective Date and Term . This Agreement shall be effective on January 1, 2005 (the " Effective Date "). Except as otherwise provided herein, the term of this Agreement shall be from the Effective Date through December 31, 2007 (" Expiration Date "). This Agreement is not an employment contract. The existence of this Agreement shall not affect in any way the Company's right to discharge May.

3. Long Term Incentive Compensation . The Company has established a Long Term Incentive Compensation pool in the amount of $350,000.00 (" Bonus Pool ") for the benefit of May, provided that his entitlement to receive any part or all of the Bonus Pool shall be subject to the conditions described herein.

(a) May shall be entitled to receive an amount equal to one third (1/3) of the Bonus Pool, if the Return on Average Tangible Equity of the Company computed for the fiscal year ended December 31, 2007 equals or exceeds 17.00%. The Return on Average Tangible Equity shall equal the Operating Earnings of the Company less core deposit amortization divided by the average equity of the Company for 2007 less intangible assets.

(b) May shall be entitled to receive an amount equal to one third (1/3) of the Bonus Pool, if the Return on Average Tangible Assets of the Company computed for the fiscal year ended December 31, 2007 equals or exceeds 1.25%. The Return on Average Tangible Assets shall equal the Operating Earnings of the Company less core deposit amortization divided by the average assets of the Company for 2007 less intangible assets.

(c) May shall be entitled to receive an amount equal to one third (1/3) of the Bonus Pool, if the 5 year Compounded Average Growth Rate of the Company's Basic Earnings per Share commencing on January 1, 2003 and ending on December 31, 2007 equals or exceeds 9.00%. The Company's Diluted Operating Earnings per share for 2003 were $1.62, thereby requiring the 2007 Diluted Operating Earnings per share to equal or exceed $2.49 to satisfy this criteria.

(d) Each of the foregoing are separate conditions. If all of the conditions are satisfied, May shall be entitled to receive the entire Bonus Pool. In the event one or more, but not all, of the conditions are satisfied, then May shall be entitled to receive that fraction of the Bonus Pool representing the conditions which were satisfied and shall forfeit that portion of the Bonus Pool representing the conditions which were not satisfied. Any sum due May from the Bonus Pool shall be paid on February 15, 2008 and shall be subject to all required withholding and taxes.

4. Termination and Severance . It is the intent of the parties hereto that this Agreement shall not be terminated prior to the expiration of the term set forth in Section 2 hereof.

(a) Termination by the Company . Notwithstanding the foregoing, the Company shall have the immediate right to terminate this Agreement upon the happening of any of the following events:

(i) voluntary termination of employment by May, an act by May, in the good faith judgment of the Board, of dishonesty, embezzlement or fraud against the Company and/or a subsidiary; May's conviction of a misdemeanor involving dishonest