SIMMONS FIRST NATIONAL CORPORATION EXECUTIVE STOCK INCENTIVE PLAN

Section 1.01. Purpose of 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.

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:

(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.

(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.

(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 partici