10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

T Annual Report Pursuant to Section 13 or 15(d) of the Exchange Act of 1934 For the fiscal year ended: December 31, 2009

or

£ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 0-6253

SIMMONS FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Arkansas (State or other jurisdiction of incorporation or organization)	71-0407808 (I.R.S. employer identification No.)
501 Main Street, Pine Bluff, Arkansas (Address of principal executive offices)	71601 (Zip Code)

(870) 541-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value	The Nasdaq Stock Market®
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

£ Yes  S No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  £ Yes  S No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. S Yes  £ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or in information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer x Accelerated filer o Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.). £ Yes  S No

The aggregate market value of the Registrant’s Common Stock, par value $0.01 per share, held by non-affiliates on June 30, 2009, was $338,095,535 based upon the last trade price as reported on the Nasdaq Global Select Market® of $26.72.

The number of shares outstanding of the Registrant's Common Stock as of August 13, 2010, was 17,227,284.

Portions of the Registrant's Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 20, 2010, are incorporation by reference into Part III.

EXPLANATORY NOTE

This Amendment on Form 10-K/A (the "Amendment") amends our annual report for the fiscal year ended December 31, 2009, originally filed with the Securities and Exchange Commission ("SEC") on March 2, 2010, (the "Original Report").  We are filing this Amendment to address comments received from the SEC’s staff subsequent to filing our Original Report.  In response to such comments, we have amended the Original Report to include revised disclosures concerning our controls and procedures, executive compensation, and transactions with related persons and to include additional exhibits.

Specifically, the revised disclosures in the Amendment:

● modify the language in the disclosure under subsection (b) of Item 9A to track the provisions of Item 308(c) of Regulation S-K.

● modify the Compensation Discussion and Analysis, incorporated by reference from the Company's Definitive Proxy Statement on Schedule 14A under Item 11 of the Original Report to include the names of the members of the peer group and to disclose the performance targets for incentive awards for the 2009 fiscal year.

● modify the language in the disclosure under Item 13 concerning Transactions with Related Persons to track the disclosure contained in Instruction 4(c) of Item 404(a) of Regulation S-K.  

We also have amended and restated the Index of Exhibits in Item 15 by adding Exhibits 10.10 through 10.37; which were omitted from the Original Report.  Certain of the additional exhibits (Exhibits 10.10 through 10.20, Exhibit 10.23 and Exhibits 10.28 through 10.37) have previously been filed with the SEC.

All of the revisions described above appear in sections "Item 9A Controls and Procedures", "Item 11 Executive Compensation", “Item 13 Certain Relationships and Related Transactions, and Director Independence" and "Item 15 Exhibits”.  No other information in the Original Report, is amended hereby.  Therefore, Item 9A, Item 11, Item 13, and Item 15 are contained in this Amendment.  Except for the foregoing, the Amendment speaks as of the filing date of the Original Report and does not update or discuss any other Company developments after the date of the Original Report.

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ITEM 9A.              CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.  The Company's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in 15 C. F. R. 240.13a-14(c) and 15 C. F. R. 240.15-14(c)) as of the end of the period covered by this report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective.

(b) Changes in Internal Controls.  There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, 2009, which materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 11.               EXECUTIVE COMPENSATION

Disclosures required by Item 11 are incorporated herein by reference from the Company's definitive proxy statement for the Annual Meeting of Stockholders to be held April 20, 2010, to be filed pursuant to Regulation 14A on or about March 18, 2010, except for the disclosures in the Compensation Discussion and Analysis related to Peer Comparison and the Executive Compensation Program Overview, which are set forth below.

Peer Comparison

In determining the amount of named executive officer compensation each year, the NCCGC reviews competitive market data from the banking industry as a whole and a specific peer group of comparably sized banking organizations.  The NCCGC uses a peer group of banking organizations for comparison in setting executive compensation practices and levels of base salary, incentives and benefits. In 2007, NCCGC adopted the Company's compensation consultant's recommendation that the Company select a peer group of banking organizations with assets of $2 to $4 billion which are located in Arkansas, states contiguous to Arkansas or states contiguous to states contiguous to Arkansas as its peer group for compensation.  In the latest study for 2010, the definition of the peer group was modified to consist of 18 publicly traded banks i n the Southeast region with assets between $2 billion to $5 billion.  The modification of the peer group definition provides a focus more on the Southeastern region including banks in Georgia and Florida, while removing banks in Illinois and Indiana.  The name and ticker symbol for each member of the peer is set forth below:

Ameris Bancorp (ABCB) BancTrust Financial Group, Inc. (BTFG) Capital City Bank Group, Inc. (CCBG) Enterprise Financial Services Corp. (EFSC) First Financial Bankshares, Inc. (FFIN) Green Bankshares, Inc. (GRNB) Renasant Corporation (RNST) Seacoast Banking Corp. of Florida (SBCF) Southwest Bancorp, Inc. (OKSB) BancFirst Corporation (BANF) Bank of the Ozarks, Inc. (OZRK) Community Trust Bancorp, Inc. (CTBI) Farmers Capital Bank Corporation (FFKT) Great Southern Bancorp, Inc. (GSBC) Home BancShares, Inc. (HOMB) Republic Bancorp, Inc. (RBCAA) Southside Bancshares, Inc. (SBSI) Sterling Bancshares, Inc. (SBIB)

The NCCGC believes the modified peer group is more indicative of the market in which the Company competes for the employment and retention of executive management and yet, such institutions are of similar size and have similar numbers of employees, product offerings and geographic scope.  In recent years, due to the consolidation in the banking industry, the number of organizations which would satisfy the criteria for inclusion in the peer group has significantly declined.

The executive salary and benefits program are targeted to the peer group median for each compensation category in order to be competitive in the market.  The Company's incentive programs are analyzed with similar programs of the peer group.  The incentive programs are designed for the emphasis of performance based compensation within the Company's specific business operations.

The NCCGC attempts to make compensation decisions consistent with the foregoing objectives and considerations including, in particular, market levels of compensation necessary to attract, retain and motivate the executive officers.  Therefore, the aggregate wealth accumulated or realizable by an executive from past compensation grants is not considered in setting compensation or making additional grants.

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Executive Compensation Program Overview

The four primary components of the executive compensation program are:

● base salary and bonus,

● non-equity incentives,

● equity incentives, and

● benefits.

 A brief description of these four components and related programs follows.

1.    Base Salary and Bonus

Base salary is designed to provide competitive levels of compensation to executives based upon their experience, duties and scope of responsibility.  The Company pays base salaries because it provides a basic level of compensation and is necessary to recruit and retain executives.  The Company may use annual base salary adjustments to reflect an individual's performance or changed responsibilities.  Base salary levels are also used as a benchmark for the amount of incentive compensation granted to an executive.  For example, participation in the EIP is set within a range based upon the executive's salary grade.

As discussed above, the Company's executive compensation program emphasizes targeting the total amount of compensation to peer group practices with a mix of compensation, including a significant component of incentive compensation.  At lower executive levels, base salaries represent a larger proportion of total compensation but at senior executive levels total compensation contains a larger component of incentive compensation opportunities.

Historically, the NCCGC has approved bonuses for executive officers for special circumstances but does not generally utilize discretionary bonuses as a significant part of the executive compensation program.  The NCCGC has recently re-examined its position regarding discretionary compensation, including discretionary bonuses.  Recent economic turmoil in the banking industry accentuated the importance of certain factors which may affect the long term economic and financial health of the Company but are not subject to quantification and annual performance goals.  In response, in January, 2010, the NCCGC recommended and the Board approved discretionary bonuses, in the form of stock grants with immediate vesting to certain executive officers.  J. Thomas May, Chairman and Chief Executive Officer, was gra nted such a bonus for his leadership (i) in 2008 and 2009 which resulted in extraordinary financial performance in asset quality, capital, liquidity and earnings, (ii) in guiding the Company's election into and ultimate declination to participate in the U. S. Treasury's TARP program and (iii) in completion of the Company's $75 million equity offering in late 2009.  David Bartlett, President and Chief Operating Officer, Robert A. Fehlman, Executive Vice President and Chief Financial Officer, Marty D. Casteel, Executive Vice President - Administration and Robert C. Dill, Executive Vice President, were each granted such a bonus for extraordinary service to the Company during 2009 related to the Company's equity offering, the Company's ongoing revenue and efficiency initiatives and for the exemplary performance of the Company regarding core earnings growth, capital maintenance and asset quality.  While the NCCGC will continue to consider discretionary bonuses from time to time for its executi ves based upon extraordinary service, the modification of the EIP to add a discretionary element to the EIP grants is expected to be utilized in most instances hereafter to satisfy the need for recognition of extraordinary service through discretionary compensation.

2.    Non-Equity Incentives

The Company uses the EIP as a short term incentive to encourage achievement of its annual performance goals. Prior to 2008, the EIP consisted of two separate components, Base Profit Sharing Incentive, referred to as Base Incentive, and Bonus Profit Sharing Incentive, referred to as Bonus Incentive.  The Company's compensation consultant recommended that the EIP be simplified by eliminating the two components of EIP and the NCCGC has implemented this recommendation effective for 2008 and subsequent years.  The EIP now consists of only one component.  The EIP focuses on the achievement of annual financial goals and awards.  The EIP is designed to:

● support strategic business objectives,

● promote the attainment of specific financial goals for the Company and the executive,

● reward achievement of specific performance objectives, and

● encourage teamwork.

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The EIP is designed to provide executives with market competitive compensation based upon their experience and scope of responsibility.  The size of an executive's EIP award is influenced by these factors, market practices, Company performance and individual performance.  The NCCGC generally sets the annual EIP award for an executive to provide an incentive at the market median for expected levels of performance.  All of the named executive officers participate in the EIP.  Awards earned under the EIP are contingent upon employment with the Company through the end of the fiscal year, except for payments made in the event of death, retirement or disability.

The ultimate amount paid to an executive under the EIP is a function of four variables:

● the executive's level of participation;

● the goals set for the Company;

● the payout amounts established by the NCCGC which correspond to threshold, target and maximum levels of performance; and

● the NCCGC's determination of the extent to which the goals were met.

Each participant in the EIP is allocated a targeted benefit as a percentage of his or her base salary which is payable if the Company's performance satisfies the Target performance points for all components under the EIP and satisfies the qualifying criteria.  The table below shows the targeted benefit for each of the named executive officers for 2009.

	Targeted Benefit
Executive Name & Title	(% of Base Salary)			Targeted Benefit ($)
J. Thomas May, Chief Executive Officer		75.00	%	$	355,712
Robert A. Fehlman, Chief Financial Officer		37.50	%	$	84,488
David Bartlett, President &Chief Operating Officer		45.00	%	$	141,646
Marty D. Casteel, Executive Vice President		37.50	%	$	84,488
Robert Dill, Executive Vice President		27.50	%	$	49,333

For 2009, the Company based the EIP awards on three components, the Company's earnings per share (45%), the performance of the Company's affiliates (30%) and the Company's other strategic initiatives (25%).  Generally, each component has three performance points that determine the participant's entitlement for that component, Threshold, Target and Maximum.  No entitlement is earned for a component if the Company's performance is below the Threshold.  The Company's performance at the Threshold level for a component entitles the participant to 50% of the Participant's target benefit times the weighting factor for such component. The Company's performance at the Target level for a component entitles the participant to 100% of the Participant's target benefit times the weighting factor for such component. &# 160;The Company's performance at the Maximum level entitles the participant to 200% (133% in the case of Mr. May) of the Participant's target benefit times the weighting factor for such component.  Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum target benefit times the weighting of that component.  If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant's entitlement is a pro rated percentage computed based upon the Company's actual performance in proportion to the closest performance points for that component.

The earnings per share component is based upon the Company's earnings per share adjusted to exclude the tax adjusted EIP expense and any extraordinary expenses. This component is allocated 45% of the participant's Target EIP benefit. In most years, the Threshold for the earnings per share is the prior year's earnings per share, as so adjusted.  However due to the Company's mediocre performance in 2008, producing an adjusted earnings per share of $1.76, the NCCGC set the threshold for 2009 at $1.85, or 105% of the 2008 adjusted earnings per share.  The Target and Maximum for 2009 were set at $1.94 and $2.18, respectively, or 110% and 124%, respectively, of the 2008 adjusted earnings per share.  For 2009, the only excluded extraordinary expense in the computation of the earnings per share was the FDIC Special A ssessment which aggregated $1,332,000 or $0.09 per share.   The actual adjusted earnings per share for 2009 were $1.87.  The 2009 results for this component were 61% of Target, after applying the 45% weighting factor for this component the participants are entitled to an EIP benefit of 27% of the target benefit based upon the earnings per share component.

The affiliate performance component is based upon the earnings (as adjusted for tax adjusted EIP expense and extraordinary expenses) of each of the eight subsidiary banks of the Company, Simmons First National Bank (SFNB), Simmons First Bank of South Arkansas (SFBSA), Simmons First Bank of Jonesboro (SFBJ), Simmons First Bank of Northwest Arkansas (SFBNA), Simmons First Bank of Searcy, (SFBS), Simmons First Bank of Russellville (SFBR), Simmons First Bank of El Dorado, N.A. (SFBED), Simmons First Bank of Hot Springs (SFBHS).  This component is allocated 30% of the participant's Target EIP benefit. The NCCGC establishes a Threshold, Target and Maximum earnings level for each subsidiary bank.  Generally the Threshold is the prior year's actual performance, however if a bank's prior year performance was significantly below expectations, a Threshold higher than the prior years earnings may be established.  For 2009, two subsidiary banks had Thresholds set in excess of their actual 2008 earnings.  The following table sets forth certain information concerning the affiliate performance factor:

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Affiliate Performance Component
($ in Thousands)															Affiliate		Affiliate
	2008			Threshold			Target		Maximum		2009		Payout		Proration		Performance
Bank	Actual				(50%)		(100%)		(200%)		Actual		Pct.		Percentage		Percentage
SFNB		$	13,381		$	14,492	$	15,689	$	17,632	$	13,019		0%		47.70%		0%
SFBSA			2,697			2,697		2,832		3,182		2,683		0%		8.60%		0%
SFBJ			3,463			3,463		3,636		4,086		4,608		200%		11.00%		22%
SFBNA			-451			1,434		1,506		3,011		103		0%		4.60%		0%
SFBS			1,565			1,565		1,643		1,847		2,074		200%		5.00%		10%
SFBR			2,179			2,179		2,288		2,571		2,280		96%		7.00%		7%
SFBED			3,492			3,492		3,667		4,121		3,721		112%		11.10%		12%
SFBHS			1,573			1,573		1,652		1,856		1,648		98%		5.00%		5%
Total																		56%

The 2009 results for this factor were 56% of Target, after applying the 30% weighting factor for this component the participants are entitled to an EIP benefit of 17% of the target benefit based upon the affiliate performance component.

The strategic initiatives component is based upon specified criteria that the NCCGC has identified as significant considering the Company's short term business plan and implementation strategies.  The specified criteria or the relative weighting of the criteria may change from time to time.  For 2009, the NCCGC identified five sub-components of the Strategic Initiatives component, core deposit growth, non-interest expense control, control of past due loans, control of non-performing assets, and control of classified loans.   The strategic initiatives component is allocated 25% of the participant's Target EIP benefit, with each subcomponent being allocated 5% of the participants' Target EIP benefit.

The core deposit growth subcomponent is based upon the aggregate number of core deposit accounts with the Company.  At the end of 2008, the aggregate number of core deposit accounts was 149,930. The Threshold required 2% growth in the number of accounts or, an increase to 152,929 accounts, the Target required 4% growth or an increase to 155,927 accounts and the Maximum was set at 6% growth or an increase to 158,926 accounts.  The number of core deposit accounts at the end of 2009 was 147,074.  The Threshold was not satisfied so no participant received any EIP benefit attributable to the core deposit growth sub-component.

The noninterest expense control sub-component is based upon the financial performance of the Company regarding its budgeted non-interest expense.  For the purposes of the EIP, the budgeted non-interest expense is adjusted to remove any non-recurring items, e.g. tax adjusted EIP expense, commissions, FDIC special assessments.  The Threshold for 2009 was set for non-interest expense not to exceed $101,726,000, the Target was $99,691,000, or a 2% reduction in budgeted non-interest expense and the Maximum was $97,657,000, or a 4% reduction in budgeted non-interest expense.  The company's non-interest expense as computed for the EIP for 2009 was $103,146,000.  The Threshold was not satisfied so no participant received any EIP benefit attributable to the non-interest expense sub-component.

The remaining three subcomponents of the strategic initiatives component, control of loans past due over 30 days but less than 90 days (excluding credit cards and student loans), control of non-performing assets and control of classified loans, all relate to asset quality and are based upon a single performance point.  Therefore, participants either receive all of the EIP benefit allocated to each sub-component if the relevant performance point is satisfied, or none of the allocated EIP benefit if the relevant performance point is not satisfied.  The performance points for these sub-components are based upon internal goals and criteria.

The performance point for loans past due more than 30 days but less than 89 days was no more than 0.85% of total loans.  The actual performance for 2009 was 0.70% of total loans.  The performance point was satisfied so each participant received 5% of his targeted EIP benefit attributable to the control of past due loans sub-component.

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The performance point for control of non-performing assets was no more than 0.90% of total assets. For the EIP computation nonperforming assets includes non-accrual loans (excluding student loans) and other real estate owned.  The actual performance for 2009 was 1.05% of total assets.  The performance point was not satisfied so no participant received any targeted EIP benefit attributable to the control of nonperforming assets sub-component.

The Company in monitoring its asset quality has developed an internal system of grading loans to assess the likelihood of repayment based upon the financial strength of the borrower and guarantors, value of the collateral and other relevant factors.  The loan grading system has eight categories, the top four categories are for performing loans with no more than an insignificant risk of non-payment.  The bottom four categories, criticized, substandard, doubtful and loss contain loans that the Company has determined have more than an insignificant risk of non-payment.  Loans in these bottom four categories are referred to as classified loans.  The performance point for 2009 was that classified loans should not exceed 18% of total loans.  The actual performance for 2009 was 14.56% of tot al loans.  The performance point was satisfied so each participant received 5% of his targeted EIP benefit attributable to the control of classified loans sub-component.

In addition to the performance based components discussed above, the EIP has several qualifying criteria that must be satisfied annually in order for any participant to qualify for benefits under the EIP. The failure to satisfy any one of the qualifying criteria will prevent the participant from earning any EIP benefit to which he or she would have been entitled under based upon the EIP components discussed above.  The first two qualifying criteria are the Company's return on tangible equity must exceed 0.50% and the Company's non-performing assets must be less than 2.50% of total assets.  The third and fourth qualifying criteria are based upon ratings granted pursuant to confidential regulatory examinations.  The fifth qualifying criterion requires the participant to have a satisfactory individual performanc e rating.  The Company satisfied the first four qualifying criteria in 2009 and each of the named executive officer had at least a satisfactory individual performance rating for 2009.

In summary, the NCCGC determined that for 2009 the Company did satisfy the qualifying criteria, Company's earnings per share component, the affiliate performance component and two of the five subcomponents strategic initiative component.  The EIP payments to the named executive officers for 2009 were approximately 54% of the target EIP award amounts.

For 2010, the Company will base EIP awards on the Company's earnings per share (25%), the performance of the Company's affiliates (20%), asset quality initiatives (25%), the Company's other strategic initiatives (5%) with the remaining 25% based upon discretionary factors selected by the NCCGC.

The NCCGC sets the performance measures in the first quarter of each year based largely on management's confidential business plan and budget for the coming year, which typically includes planned revenue growth, cost reductions and profit improvement. The NCCGC also sets threshold, target and maximum performance points.  Target and maximum performance points reflect ambitious goals which can only be attained when business results are exceptional.  Minimum award or performance points for the earnings per share component are usually set at the prior year's earnings per share, unless a higher threshold is determined to be appropriate due to substandard financial performance in the prior year.

Finally, the NCCGC assesses actual performance relative to pre-set goals and, in doing so, determines the amount of any final award payment.  In determining final awards and in evaluating personal performance, the NCCGC considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual or non-recurring items of gain or expense.

The discretionary portion of the EIP is new for 2010. The NCCGC has decided that the long term economic and financial performance of the Company can be significantly affected by certain factors that are difficult to quantify and may not be subject to annual performance goals.  Some of these factors involve long term efficiency and revenue enhancement initiatives, initiatives involving continued utilization of existing financial centers and utilization of capital through private or FDIC assisted acquisitions.  For 2010, 25% of the potential EIP payout will be determined on a discretionary basis by the NCCGC based upon factors which it selects as appropriate.

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3.    Equity Incentives

Historically, the Company has made stock option and restricted stock awards to executives of the Company and its subsidiary banks.  These awards are generally granted once a year, although in special circumstances additional grants may be made.  These awards are used to create a common economic interest among executives and shareholders and to recruit and retain qualified executives.  From time to time, the Company has made routine grants of restricted stock to its executives and also has utilized restricted stock grants in connection with the hiring, promotion or retention of executives. The Company's stock options generally have an exercise price equal to the closing price of the Company's stock on the day prior to the date of grant, a ten year term and vest in equal installments over five years after the d ate of grant.  Accordingly, the actual value an executive will realize from an option is tied to appreciation in the stock price and, therefore, is aligned with increased corporate performance and shareholder returns.  The restricted stock granted last year as well as the outstanding option grants and unvested restricted stock grants from prior years are reflected in the tables below.

During 2009, the restricted stock grants were made under the Simmons First National Corporation Executive Stock Incentive Plan - 2006, which is administered by the NCCGC.  No stock options were granted in 2009. Under this plan, the Company is authorized to grant incentive stock options, non-qualified stock options, stock appreciation rights and restricted stock.  Historically, the NCCGC has utilized incentive stock options for most executives, but due to recent changes in the accounting rules regarding stock based compensation and the recent turmoil in the banking industry, the Company has decided to de-emphasize stock options and increase the use of restricted stock in making future grants.  On several occasions in the past, the NCCGC has chosen to grant non-qualified stock options when under the specific ci rcumstances the desired grants would not qualify as incentive stock options or the NCCGC determined that stock appreciation rights should be granted with the options.

The level of equity incentive compensation that an executive will receive is a function of four variables:

● the executive's level of participation;

● the goals set for the Company;

● the payout amounts established by the NCCGC which correspond to threshold, target and maximum levels of performance; and

● the NCCGC's determination of the extent to which the goals were met.

Based upon the recommendation of the Company's compensation consultant, the NCCGC began utilizing performance based restricted stock grants in 2009.  The performance grants are based upon the Company's prior year performance, hence the 2009 grants were based upon the Company's performance during 2008.  In February, 2008, and February, 2009, the NCCGC established a target payout from equity incentives for the participants in the Company's Executive Stock Incentive Plan - 2006, including the named executive officers for grants to be made in the 2009 and 2010, respectively.  The table below sets forth the target incentive payout for the named executive officers for 2009 and 2010.

	2009			2009		2010			2010
	Targeted			Targeted		Targeted			Targeted
	Incentive			Incentive		Incentive			Incentive
Executive Name & Title	(% of Salary)			($)		(% of Salary)			($)
J. Thomas May, CEO		45	%	$	207,917		45	%	$	207,917
Robert A. Fehlman, CFO		30	%		60,000		35	%		110,169
David Bartlett, President & COO		35	%		98,901		30	%		67,590
Marty D. Casteel, EVP		30	%		60,000		30	%		67,590
Robert Dill, EVP		20	%		32,614		20	%		35,879

For grants to be made in 2009 and 2010, the NCCGC based the performance grants upon three components of the Company's financial performance during 2008 and 2009, return of tangible assets, revenue growth and core deposit growth. The components are weighted to emphasize the current strategic focus of the Company.  The NCCGC sets Threshold, Target and Maximum performance levels for each component which if satisfied will entitle the participant to 50%, 100% and 200% (150% for grants in 2010 and after), respectively, of the participant's targeted benefit attributable to that component. Each participant is entitled to 25% of the Participant's targeted benefit, regardless of whether the Company satisfies any performance point for any of the components. The Company's performance at the Threshold level for a component entitles the parti cipant to 50% of the Participant's target benefit times the weighting factor for such component. The Company's performance at the Target level for a component entitles the participant to 100% of the Participant's target benefit times the weighting factor for such component.  The Company's performance at the Maximum level entitles the participant to 200% (150% for grants in 2010 and after) of the Participant's target benefit times the weighting factor for such component.  Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum target benefit times the weighting of that component.  If the performance with respect to any component is in excess of the Threshold and less than the Maximum, then the participant's entitlement is a pro-rated percentage computed based upon the Company's actual performance in proportion to the closest performance points for that component.

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The performance points and actual performance on the components for the equity incentives for the years 2008 and 2009, which affect restricted stock grants in 2009 and 2010, respectively, are set forth in the table below.

Component	Weight			Year		Threshold			Target			Maximum			Actual
Return on Tangible Assets		30	%		2008		1.00	%		1.25	%		1.50	%		0.89	%
Revenue Growth		35	%		2008		2.00	%		5.00	%		13.50	%		1.73	%
Core Deposit Growth		35	%		2008		1.50	%		3.50	%		10.00	%		22.48	%
Return on Tangible Assets		35	%		2009		0.49	%		0.95	%		1.21	%		0.89	%
Revenue Growth		40	%		2009		2.31	%		7.50	%		16.62	%		5.57	%
Core Deposit Growth		25	%		2009		-1.12	%		4.48	%		9.15	%		11.57	%

The performance of the Company during 2008 only satisfied the core deposit growth component.  During 2008, the Company undertook a significant strategic initiative to increase its liquidity through favorable pricing of its core deposit products.  This effort resulted in an increase in core deposits of over 22%.  The NCCGC determined that a significant factor in this growth was the Company's strategic initiative through the favorable deposit pricing and decided to limit the payout for the core deposit growth component of the equity incentive to the target payout, even though the actual performance exceeded the maximum performance point.   The Company's performance in 2008 satisfied only the deposit growth component and the participant's were granted restricted stock in February, 2009 in an amount equal to 35% of each participant's target benefit.

The performance of the Company during 2009 satisfied at least the threshold for all components, producing an aggregate benefit entitlement of 102.8 % of the target benefit, consisting of 32.7% of the targeted benefit for the return on tangible assets component,  of 32.6% of the targeted benefit for the  revenue growth component and 37.5% of the targeted benefit for the core deposit growth component.    Based upon the Company's performance in 2009, the participants were granted restricted stock in February, 2010 in an amount equal to 103% of each participant's target benefit.

The equity incentive benefit to which a participant is entitled is granted in February of the following calendar year, by the granting of a number of restricted shares of SFNC stock equal to the amount of the earned equity incentive divided by the closing price of SFNC stock on the day prior to the grant.  Generally, the restricted shares so granted vest 20% per year at the end of each the next five years.

The NCCGC sets these target performance measures in the first quarter of each year based largely on management's confidential business plan and budget for the coming year, which typically includes planned revenue growth, cost reductions and profit improvement.  The NCCGC also sets threshold performance benchmarks.  Target and maximum award thresholds reflect ambitious goals which can only be attained when business results are exceptional.

Please refer to the section below, "Other Guidelines and Procedures Affecting Executive Compensation" for additional information regarding the Company's practices when granting stock options and restricted stock.

4.    Benefits

A.    Profit Sharing and Employee Stock Ownership Plan

The Company offers a combination profit sharing and employee stock ownership plan.  This plan is open to substantially all of the employees of the Company including the executive officers.  The plan and the contributions to the plan provide for retirement benefits to employees and allow the employees of the Company to participate in the ownership of stock in the Company.

The plan is funded solely by Company contributions which are divided between the profit sharing plan component and the employee stock ownership plan component.  Contributions in the profit sharing plan are invested by the Simmons First Trust Company, N.A., an affiliate of the Company, in marketable securities, while contributions to the employee stock ownership plan component are invested in the stock of the Company.  The Company targets a contribution of approximately 5.5% of the eligible earnings of the participants in this plan and annually specifies the allocation of the contribution between the profit sharing plan and the employee stock ownership plan components.

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B.    401(k) Plan

The Company offers a qualified 401(k) Plan in which it makes matching contributions to encourage employees to save money for their retirement.  This plan, and the contributions to it, enhance the range of benefits offered to executives and enhance the Company's ability to attract and retain employees.

Under the terms of the qualified 401(k) Plan, employees may defer a portion of their eligible pay, up to the maximum allowed by I.R.S. regulation, and the Company matches 25% of the first 6% of compensation for a total match of 1.5% of eligible pay for each participant who defers 6% or more of his or her eligible pay.

C.    Perquisites and Other Benefits

Perquisites and other benefits represent a small part of the overall compensation package, and are offered only after consideration of business need.  The NCCGC annually reviews the perquisites and other personal benefits that are provided to senior management.  The primary perquisites are automobile allowances, personal use of company automobiles, club memberships and certain relocation and moving expenses.  The NCCGC believes that allowing the reasonable personal use of a company owned automobile provided for an executive is incidental to the performance of his or her duties and causes minimal additional cost to the Company.  Likewise, the granting of an automobile allowance to an executive provides a means of transportation for the executive in performing his executive duties and benefits the Com pany.  The Company sponsors membership in golf or social clubs for certain senior executives who have responsibility for the entertainment of clients and prospective clients.

D.    Post-Termination Compensation

Deferred Compensation Arrangements  In 2009, the Company maintained two non-qualified deferred compensation arrangements that are designed to provide supplemental retirement pay from the Company to two executives, Mr. May and Mr. Bartlett.  The Company bears the entire cost of benefits under these plans.

The Deferred Compensation Agreement for Mr. May ("May Plan") and the Executive Salary Continuation Agreement for Mr. Bartlett ("Bartlett Plan") are non-qualified defined benefit type plans.  These plans are intended to work together with the Company's other retirement plans to provide an overall targeted level of benefits.

The Bartlett Plan was assumed in the merger with Alliance Bancorporation, Inc. in 2004.  This plan is frozen and of the named executive officers, only Mr. Bartlett has a benefit payable from this plan.  His benefit is fully vested and based on his service prior to 2004.

The Company provides retirement benefits in order to attract and retain executives.  The amounts payable to Mr. May under the May Plan and to Mr. Bartlett under the Bartlett Plan are determined by each plan's benefit formula, which is described in the section below "Pension Benefits Table."

In January, 2010, contemporaneously with the adoption of the Executive Retention Program discussed below, the Company adopted non-qualified deferred compensation agreements for Robert A. Fehlman, Executive Vice President and Chief Financial Officer and Marty D. Casteel, Executive Vice President – Administration.  These plans are non-qualified defined benefit type plans which are designed to provide supplemental retirement pay which, when added to the Company's other retirement plans, provide an overall targeted level of benefits.  The Company will bear the entire cost of benefits under these agreements.

Change in Control Agreements  The Company has entered into Change in Control Agreements ("CIC Agreements") with members of senior management of the Company and its subsidiary banks, including each of the named executive officers.  Except for these CIC Agreements, and a general severance policy, none of the named executive officers has an employment agreement which requires the Company to pay their salary for any period of time.  The Company entered into the CIC Agreements because the banking industry has been consolidating for a number of years and it does not want its executives distracted by a rumored or actual change in control.  Further, if a change in control should occur, the Company wants its executives to be focused on the busi ness of the organization and the interests of shareholders.  In addition, it is important that the executives can react neutrally to a potential change in control and not be influenced by personal financial concerns.  The Company believes the CIC Agreements are consistent with market practice and assist the Company in retaining its executive talent.  The level of benefits for the named executive officers ranges from one to two times certain elements of their compensation which the NCCGC believes is competitive with the banking industry as a whole and specifically with the designated peer group.

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Upon a change in control, followed by a termination of the executive's employment by the Company without "Cause" or by the executive after a "Trigger Event," the CIC Agreements require the Company to pay or provide the following to the executive:

● a lump sum payment equal to one or two times the sum of the executive's base salary (the highest amount in effect anytime during the twelve months preceding the executive's termination date) and the executive's incentive compensation (calculated as the higher of the target EIP for the year of termination or the average of the executive's last two years of EIP awards);

● up to three years of additional coverage under the Company's health, dental, life and long term disability plans; and

● a payment to reimburse the executive, in the case of Messrs. May, Fehlman, Bartlett and Casteel, for any excise taxes on severance benefits that are considered excess parachute payments under Sections 280G and 4999 of the Internal Revenue Code plus income and employment taxes on such tax gross up as well as interest and penalties imposed by the IRS.

In addition, upon a change in control, all outstanding stock options vest immediately and all restrictions on restricted stock lapse.  Further, upon a change in control, the requirement under the May Plan that Mr. May remain employed until age 65 is deleted and the benefit is immediately vested.  A change in control does not affect Mr. Bartlett's benefit under the Bartlett Plan, since he is currently fully vested.

The Company believes that CIC Agreements should encourage retention of the executives during the negotiation and following a change in control transaction, compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive's personal wealth.  Therefore, the CIC Agreements, except in the case of Mr. May, require that there be both a change in control and an involuntary termination without "Cause" or a voluntary termination within six months after a "Trigger Event" which is often referred to as a "double-trigger." The double-trigger ensures that the Company will become obligated to make payments under the CIC Agreements only if the executive is actually or constructively discharged as a result of the change in control.  However, the NCCGC has determined that in the case of Mr. May, a single trigger CIC Agreement is appropriate.  Within twelve months following a change in control, Mr. May is permitted to request payment of his termination compensation under his CIC Agreement without either an involuntary termination or a termination following a Trigger Event.

The NCCGC reviews the general elements and salary structure of the Company's compensation plan annually and makes adjustments to ensure that it is consistent with its compensation philosophies, Company and personal performance, current market practices, assigned duties and responsibilities and inflation.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Disclosures required by Item 13 are incorporated herein by reference from the Company's definitive proxy statement for the Annual Meeting of Stockholders to be held April 20, 2010, to be filed pursuant to Regulation 14A on or about March 18, 2010, except for disclosures related to Transactions with Related Persons, which is set forth below.

Transactions with Related Persons

From time to time, Simmons First National Bank, Simmons First Bank of Russellville, Simmons First Bank of South Arkansas, Simmons First Bank of Jonesboro, Simmons First Bank of Searcy, Simmons First Bank of Northwest Arkansas,  Simmons First Bank of El Dorado, N.A. and Simmons First Bank of Hot Springs, banking subsidiaries of the Company, have made loans and other extensions of credit to directors, officers, employees and members of their immediate families, and from time to time directors, officers, employees and members of their immediate families have placed deposits with these banks. These loans, extensions of credit and deposits were made in the ordinary course of business on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable loans with persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features.  The Company generally considers banking relationships with directors and their affiliates to be immaterial and as not affecting a director's independence so long as the terms of the credit relationship are similar to those with other comparable borrowers.

In assessing the impact of a credit relationship on a director's independence, the Company deems any extension of credit which complies with Federal Reserve Regulation O to be consistent with director independence.  The Company believes that normal, arms'-length banking relationships entered into in the ordinary course of business do not negate a director's independence.

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Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by the subsidiary banks of the Company with other persons. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred nor may any such loans be classified or disclosed as non-accrual, past due, restructured or a potential problem loan. The Company's Board of Directors will review any credit to a director or his affiliates that is criticized by internal loan review or a bank regulatory agency in order to determine the impact that such classification may have on the director's independence.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1 and 2.  Financial Statements and any Financial Statement Schedules

The financial statements and financial statement schedules listed in the accompanying index to the consolidated financial statements and financial statement schedules are filed as part of this report.

(b) Listing of Exhibits

       Exhibit No.                                                                           &# 160;Description                                

3.1 Restated Articles of Incorporation of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2009 (File No. 000-06253)).

3.2 Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2007 (File No. 000-06253)).

10.1 Amended and Restated Trust Agreement, dated as of December 16, 2003, among the Company, Deutsche Bank Trust Company Americas, Deutsche Bank Trust Company Delaware and each of J. Thomas May, Barry L. Crow and Bob Fehlman as administrative trustees, with respect to Simmons First Capital Trust II (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.2 Guarantee Agreement, dated as of December 16, 2003, between the Company and Deutsche Bank Trust Company Americas, as guarantee trustee, with respect to Simmons First Capital Trust II (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.3 Junior Subordinated Indenture, dated as of December 16, 2003, among the Company and Deutsche Bank Trust Company Americas, as trustee, with respect to the junior subordinated note held by Simmons First Capital Trust II (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.4 Amended and Restated Trust Agreement, dated as of December 16, 2003, among the Company, Deutsche Bank Trust Company Americas, Deutsche Bank Trust Company Delaware and each of J. Thomas May, Barry L. Crow and Bob Fehlman as administrative trustees, with respect to Simmons First Capital Trust III (incorporated by reference to Exhibit 10.4 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.5 Guarantee Agreement, dated as of December 16, 2003, between the Company and Deutsche Bank Trust Company Americas, as guarantee trustee, with respect to Simmons First Capital Trust III (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

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10.6 Junior Subordinated Indenture, dated as of December 16, 2003, among the Company and Deutsche Bank Trust Company Americas, as trustee, with respect to the junior subordinated note held by Simmons First Capital Trust III (incorporated by reference to Exhibit 10.6 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.7 Amended and Restated Trust Agreement, dated as of December 16, 2003, among the Company, Deutsche Bank Trust Company Americas, Deutsche Bank Trust Company Delaware and each of J. Thomas May, Barry L. Crow and Bob Fehlman as administrative trustees, with respect to Simmons First Capital Trust IV (incorporated by reference to Exhibit 10.7 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.8 Guarantee Agreement, dated as of December 16, 2003, between the Company and Deutsche Bank Trust Company Americas, as guarantee trustee, with respect to Simmons First Capital Trust IV (incorporated by reference to Exhibit 10.8 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.9 Junior Subordinated Indenture, dated as of December 16, 2003, among the Company and Deutsche Bank Trust Company Americas, as trustee, with respect to the junior subordinated note held by Simmons First Capital Trust IV (incorporated by reference to Exhibit 10.9 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

10.10 Simmons First National Corporation Long Term Incentive Plan, adopted March 24, 2008, and Notice of Grant of Long Term Incentive Award to J. Thomas May, David L. Bartlett, Marty Casteel, and Robert A. Fehlman (incorporated by reference to Exhibits 10.1 through 10.5 to Simmons First National Corporation’s Current Report on Form 8-K for March 24, 2008 (File No. 000-06253)).

10.11 Termination of Simmons First National Corporation Long Term Incentive Plan, adopted March 24, 2008, terminated and cancelled February 25, 2009, and Termination of Grant Under Long Term Incentive Award to J. Thomas May, David L. Bartlett, Marty Casteel, and Robert A. Fehlman (incorporated by reference to exhibits 10.1 through 10.5 to Simmons First National Corporation’s Current Report on Form 8-K for February 25, 2009 (File No. 000-06253)).

10.12 Simmons First National Corporation Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K for January 25, 2010 (File No. 000-06253)).

10.13 Deferred Compensation Agreement for Robert A. Fehlman (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K for January 25, 2010 (File No. 000-06253)).

10.14 Deferred Compensation Agreement for Marty D. Casteel (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K for January 25, 2010 (File No. 000-06253)).

10.15 Simmons First National Corporation Executive Retention Program (incorporated by reference to Exhibit 10.4 to Simmons First National Corporation’s Current Report on Form 8-K for January 25, 2010 (File No. 000-06253)).

10.16 Simmons First National Corporation Executive Stock Incentive Plan - 2010 (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Current Report on Form 8-K for January 25, 2010 (File No. 000-06253)).

10.17 Change in Control Agreement for J. Thomas May (incorporated by reference to Exhibit 10(a) to Simmons First National Corporation’s Quarterly Report on Form 10-Q filed August 9, 2001 (File No. 000-06253)).

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10.18 Change in Control Agreement for Robert A. Fehlman (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed January 29, 2010 (File No. 000-06253)).

10.19 Change in Control Agreement for David Bartlett (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed March 2, 2006 (File No. 000-06253)).

10.20 Change in Control Agreement for Marty D. Casteel (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed January 29, 2010 (File No. 000-06253)).

10.21 Change in Control Agreement for Robert Dill.*

10.22 Amendment to Change in Control Agreement for Robert C. Dill.*

10.23 Amended and Restated Deferred Compensation Agreement for J. Thomas May.*

10.24 First Amendment to the Amended and Restated Deferred Compensation Agreement for J. Thomas May.*

10.25 Second Amendment to the Amended and Restated Deferred Compensation Agreement for J. Thomas May.*

10.26 Executive Salary Continuation Agreement for David L. Bartlett.*

10.27 409A Amendment to the Simmons First Bank of Hot Springs Executive Salary Continuation Agreement for David Bartlett.*

10.28 Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.1 to Simmons First National Corporation’s Registration Statement on Form S-8 filed May 19, 2006 (File No. 333-134276)).

10.29 Simmons First National Corporation Executive Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to Simmons First National Corporation’s Registration Statement on Form S-8 filed May 19, 2006 (File No. 333-134301)).

10.30 Simmons First National Corporation Executive Stock Incentive Plan – 2001 (incorporated by reference to Definitive Additional Materials to Simmons First National Corporation’s Definitive Proxy Materials on Schedule 14A  filed April 2, 2001 (File No. 000-06253)).

10.31 Simmons First National Corporation Executive Stock Incentive Plan – 2006 (incorporated by reference to Exhibit 1.2 to Simmons First National Corporation’s Definitive Proxy Materials on Schedule 14A filed March 10, 2006 (File No. 000-06253)).

10.32 First Amendment to Simmons First National Corporation Executive Stock Incentive Plan – 2006 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed June 4, 2007 (File No. 000-06253)).

10.33 Simmons First National Corporation Outside Director's Stock Incentive Plan - 2006 (incorporated by reference to Exhibit 1.3 to Simmons First National Corporation’s Definitive Proxy Materials on Schedule 14A filed March 10, 2006 (File No. 000-06253)).

10.34 Amended and Restated Simmons First National Corporation Outside Director's Stock Incentive Plan - 2006 (incorporated by reference to Exhibit 1.1 to Simmons First National Corporation’s Definitive Proxy Materials on Schedule 14A filed March 10, 2008 (File No. 000-06253)).

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10.35 Simmons First National Corporation Dividend Reinvestment Plan (incorporated by reference to Exhibit 4.1 to Simmons First National Corporation’s Registration Statement on Form S-3D filed May 20, 1998 (File No. 333-53119)).

10.36 Simmons First National Corporation Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Exhibit 4.1 to Simmons First National Corporation’s Registration Statement on Form S-3D filed July 14, 2004 (File No. 333-117350)).

10.37 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed November 12, 2009 (File No. 000-06253)).

12.1 Computation of Ratios of Earnings to Fixed Charges (Previously filed as Exhibit 12.1 to the Original Filing).

14 Code of Ethics, dated December 2003, for CEO, CFO, controller and other accounting officers (incorporated by reference to Exhibit 14 to Simmons First National Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2003 (File No. 000-06253)).

23 Consent of BKD, LLP.*

31.1 Rule 13a-14(a)/15d-14(a) Certification – J. Thomas May, Chairman and Chief Executive Officer.*

31.2 Rule 13a-14(a)/15d-14(a) Certification – Robert A. Fehlman, Executive Vice President and Chief Financial Officer.*

32.1 Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – J. Thomas May, Chairman and Chief Executive Officer (Previously filed as Exhibit 32.1 to the Original Filing).

32.2 Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A. Fehlman, Executive Vice President and Chief Financial Officer (Previously filed as Exhibit 32.2 to the Original Filing).

*   Filed herewith.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of August, 2010.

/s/ Robert A. Fehlman

Robert A. Fehlman, Executive Vice President and

Chief Financial Officer

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EX-10.21

Exhibit 10.21

EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT (the "Agreement"), made and entered into on the 20th day of June, 2001, by and between Simmons First National Corporation (the "Company"), an Arkansas corporation, and Robert Dill (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.

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 conte sted 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.

(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 o f 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.

2.5 Termination Compensation. Termination Compensation equal to 1.00 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 Executive's annual base salary as of Executive's termination date.

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

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.

ARTICLE 4

WELFARE BENEFIT PLAN EQUIVALENTS

4.1 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 de pendents 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.

4.2 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 4.1 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 4.2 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.

4.3 Welfare Benefit Plan. The term Welfare Benefit Plan as used in this Article 4 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.

ARTICLE 5

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 6

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 commit tee 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 therefor.

ARTICLE 7

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.

ARTICLE 8

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 gr eater than the right of an unsecured creditor of the Company.

ARTICLE 9

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 10

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 11

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.

ARTICLE 12

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 13

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 14

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 15

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 16

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.

ARTICLE 17

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 Dill

8 Southern Pines Drive

Pine Bluff, Arkansas  71603

           (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 17.

ARTICLE 18

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 18 may not be waived except as herein set forth.

ARTICLE 19

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.

ARTICLE 20

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:

/s/ Robert C. Dill

Robert Dill

SIMMONS FIRST NATIONAL CORPORATION

By: /s/  J. Thomas May

Title: Chairman

EX-10.22

Exhibit 10.22

FIRST AMENDMENT TO

EXECUTIVE SEVERANCE AGREEMENT

This Amendment to the Executive Severance Agreement ("Agreement"), dated June 20, 2001 by and between Robert Dill ("Executive") and Simmons First National Corporation ("Company"), is made and entered to be effective on December 31, 2008, WITNESSETH:

WHEREAS, Section 409A of the Internal Revenue Code was added by the American Jobs Creation Act of 2004;

WHEREAS, Section 409A and the regulations issued thereunder, substantially change the applicable rules to deferred compensation arrangements;

WHEREAS, Section 409A and the regulations issued thereunder include certain separation pay arrangements as deferred compensation arrangements subject to those regulations;

WHEREAS, Section 409A and the regulations thereunder provide for certain grace periods for the amendment of existing arrangements to comply with the new rules;

NOW, THEREFORE, the parties hereto desire to utilize the grace period to amend the Agreement to comply with the terms and conditions of Section 409A and the regulations thereunder as set forth below:

1.  Amendment to Section 1.2.  Section 1.2 of the Agreement is hereby amended to read as follows:

1.2 Change in Control. Change in Control shall mean a change in ownership or control of the Company as defined in Treasury Regulation Section 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

2.   Amendment to Section 2.5.  Section 2.5 of the Agreement is hereby amended to read as follows:

2.5 Termination Compensation. Termination Compensation equal to 1.00 times Executive's Base Period Income shall be paid in a single sum payment in cash. If at the time of the Executive's termination of employment the Executive is not a Specified Employee, then payment of the 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 Executive's employment termination. If at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

3.  Addition of New Section 2.8.The Agreement is hereby amended by adding at the end of Article 2, TERMINATION OF EMPLOYMENT, a new Section 2.8:

2.8 Specified Employee. Specified Employee is a key employee (as defined in section 416(i) of the Internal Revenue Code without regard to section 416(i)(5)) of the Employer (and all persons with whom the Employer would be considered a single employer under section 414(b) or 414(c) of the Internal Revenue Code) any stock of which is publicly traded on an established securities market or otherwise. For this purpose, an employee is a key employee if he or she meets the requirements of section 416(i) at any time during the calendar year.  If a person is a key employee as of December 31 of any year,  the person is treated as a specified employee for the 12-month period beginning on the first day of April of the next calendar year. The determination as to whether the stock is publicly traded on an established securities market or otherwise must be determined as of the date of the Employee's termination of employment.

4.  Continuation.  The Agreement is hereby modified to reflect the terms of this Amendment, and shall continue in full force and effect, as so amended.  All other provisions of the Agreement, not specifically modified herein, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this instrument to be effective on the date provided above.

SIMMONS FIRST NATIONAL CORPORATION

By /s/ John L. Rush

Title: Secretary

  /s/ Robert C. Dill

Robert Dill

EX-10.23

Exhibit 10.23

AMENDED AND RESTATED

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into by and between Simmons First National Bank of Pine Bluff ("Employer") and J. Thomas May ("Employee"), WITNESSETH:

WHEREAS, Employee is presently employed by Employer in the capacity of Chief Executive Officer and is a person whom Employer considers to possess significant ability, experience and valuable contacts in matters relating to the business of Employer; and

WHEREAS, Employer desires to obtain the continued services of Employee and to provide certain deferred, contingent benefits to Employee as more particularly hereinafter provided; and

WHEREAS, Employer and Employee desire to restate and amend the terms of such deferred, contingent benefits;

NOW, THEREFORE, for and in consideration of the premises and Employee's continued employment, it is agreed as follows, to-wit:

1.           Definitions.    As used herein, the following terms shall have the definitions set forth below:

Change in Control - Any merger, consolidation or acquisition of shares of Simmons First National Corporation ("SFNC") after which more than 50% of the voting shares of SFNC (or the surviving corporation, if not SFNC) are held by shareholders other than by reason of holding SFNC shares prior to such transaction or transactions.

Final Average Compensation - The average of total compensation to Employee from Employer for the last five (5) consecutive, completed calendar years of service or in the event Employee has not been employed for five (5) consecutive years, then the average of the total compensation to Employee over the term of his employment.

Monthly Amount of Deferred Compensation - The monthly amount of deferred compensation shall be one-twelfth (1/12th) of an amount equal to (a) fifty percent (50%) of the Final Average Compensation of Employee, minus (b) the annual benefits payable during such year, if any, to Employee or his beneficiary from the deferred annuity received by Employee pursuant to the termination of the Simmons First National Bank Pension Plan.

Payment Period - For the purposes of paragraph 4, the period commencing on the first day of the next succeeding calendar month following the separation from service of Employee and ending,

i. seventy-two (72) months thereafter, in the event Employee has not attained sixty (60) years of age upon his separation from service, or

ii. on the later of one hundred twenty (120) months thereafter or the death of Employee, in the event Employee has attained sixty (60) years of age prior to his separation from service.

2.           Continued Employment of Employee.    Employee shall continue in the employ of Employer until the earlier of a Change in Control or attainment of age 65, subject to termination at any time by the Board of Directors of Employer.

3.           Normal Retirement, Disability or Death.    Upon the first to occur of the following:

a.           Employee's normal retirement at age 65,

b. Employee's disability prior to age 65 while still in the employ of Employer, or

c.           Employee's death prior to age 65 while still in the employ of Employer --

Employer shall pay to Employee (or Employee's beneficiary in the case of death of the Employee) the Monthly Amount of Deferred Compensation, as defined herein, each month beginning on the first day of the month following such retirement, disability or death, and ending upon the death of the Employee or the expiration of 120 consecutive months after the commencement of payments, whichever shall later occur. If Employee dies prior to receiving 120 monthly payments, the remaining payments (not to exceed 120), shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

4.           Separation from Service After Change in Control.    In the event of a Change in Control and Employee's separation from service (for any reason) prior to his entitlement to benefits under paragraph 3 above, then Employer shall pay to Employee the Monthly Amount of Deferred Compensation each month during the Payment Period, beginning on the first day of the calendar month following such separation from service. If Employee dies prior to the end of the Payment Period, the remaining payments, through the end of the Payment Period, shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

5.           Consultation and Advice.    Employee agrees that, following termination of employment due to disability or normal retirement under paragraph 3 above, Employee shall, upon request by the Board of Directors of Employer, render consultation and advice to Employer on a part time basis. Such consultation and advice may be

performed at such place and time as may be designated by Employee. Employee shall be obligated to perform his duties under this paragraph only during as Employee's health shall permit; provided, however, the inability of Employee to perform these duties due to poor health or death shall not impair any benefit payable hereunder to the Employee, his designated beneficiary or his estate.

6.           Forfeiture.     Employee shall forfeit the right to payment of any further deferred compensation benefits hereunder if:

(a)  Employee shall fail to continue in the full time employ of Employer until the earlier of a Change in Control or the attainment of age 65 for any reason other than death or disability.

(b)  Employee shall fail to provide any required consultation services under Paragraph 5 above.

(c)  Employee, while receiving monthly payments under paragraph 3 hereof, shall, directly or indirectly, as owner, employee, independent contractor, agent or in any other capacity, take part or engage in any manner in any business, activity or endeavor within the State of Arkansas which, in the sole determination of the Board of Directors of Employer, shall be in competition with the business of Employer.

7.           Administration.    This deferred compensation agreement shall be administered by the Executive Compensation Committee of the Board of Directors of Employer, which Committee shall have all rights and powers as may be necessary or appropriate for the discharge of its duties in the administration of this agreement, specifically including but not limited to the right and power to alter the manner of payment of the benefits hereunder with the consent of Employee, so long as such benefits are paid not less frequently than annually.

8.           No Trust or Security.   It is specifically understood and agreed that no trust or fiduciary relationship of any kind or character is created by this agreement and that Employer's liability hereunder is an unsecured obligation of Employer.

9.           Prohibition Against Assignment.    Employee may not assign, encumber or in any other manner transfer or dispose of any rights of Employee hereunder, except that Employee may designate a beneficiary or beneficiaries to receive payments in the event of Employee's death.

10.           Benefit and Binding Effect.   This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives and successors.

           IN WITNESS WHEREOF, the parties have executed this instrument effective as of the 23rd day of September, 1991.

SIMMONS FIRST NATIONAL BANK

OF PINE BLUFF

By:  /s/ W. E. Ayres

Title: Chairman

 /s/ J. Thomas May

EX-10.24

Exhibit 10.24

AMENDMENT TO AMENDED

AND RESTATED DEFERRED

COMPENSATION AGREEMENT

This Amendment to the Amended and Restated Deferred Compensation Agreement ("Agreement"), dated September 23, 1991 by and between J. Thomas May and Simons First National Bank, is made this 12th day of December, 2005,

WITNESSETH:

WHEREAS, Section 409A of the Internal Revenue Code was added by the American Jobs Creation Act of 2004;

WHEREAS, Section 409A and the regulations issued thereunder, substantially change the applicable rules to deferred compensation arrangements;

WHEREAS, Section 409A and the regulations thereunder provide for certain grace periods for the amendment of existing deferred compensation arrangements to comply with the new rules;

NOW, THEREFORE, the parties hereto desire to utilize the grace period to amend the Agreement to comply with the terms and conditions of Section 409A and the regulations thereunder as set forth below:

1.  New Definitions.  The following definitions are added to paragraph 1 of the Agreement:

Disabled - A participant shall be considered disabled if the participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the participant's employer, (iii) is determined to be totally disabled by the Social Security Administration or (iv) is determined to be disabled by the Employer's disability insurance program, provided the criteria utilized by the insurance program complies with the criteria set forth under (a) above.

Specified Employee - is a key employee (as defined in section 416(i) of the Internal Revenue Code without regard to section 416(i)(5)) of the Employer (and all persons with whom the Employer would be considered a single employer under section 414(b) or 414(c) of the Internal Revenue Code) any stock of which is publicly traded on an established securities market or otherwise. For this purpose, an employee is a key employee if he or she meets the requirements of section 416(i) at any time during the calendar year.  If a person is a key employee as of December 31 of any year,  the person is treated as a specified employee for the 12-month period beginning on the first day of April of the next calendar year. The determination as to whether the stock is publicly traded on an established securities market or otherwise must be determined as of the date of the Employee's separation from service.

2.  Amendment to Paragraph 3.  Subparagraph a. of paragraph 3 is hereby amended to read as follows:

a.  Employee's normal retirement at or after age 65,

3.  Addition of New Paragraph.  A new paragraph is hereby added to the Agreement to be designated as paragraph 4 and the paragraphs previously designated as 4, 5, 6, 7, 8, 9 and 10 shall hereafter be designated as 5, 6, 7, 8, 9, 10 and 11, respectively.  New paragraph shall read as follows:

4.  Payments to Specified Employees.    If at the time of the Employee's death disability, or separation from service, Employee is a Specified Employee, then notwithstanding any provision in herein, including paragraphs 3 and 4, concerning the date of the commencement of payments, all payments that Employee would otherwise have been entitled to receive hereunder during the first six (6) months after his death, disability or death shall be retained by the Employer and paid to the Employee (or his beneficiary, as the case may be) upon the first day of the seventh (7th) month next following the event giving rise to the payments. All payments due on any d ate more than six (6) months after the event giving rise to the commencement of payments shall not be delayed and shall be made on the dates as originally set forth herein.

4.  Continuation.  The Agreement is hereby modified to reflect the terms of this Amendment, and shall continue in full force and effect, as so amended.  All other provisions of the Agreement, not specifically modified herein, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this instrument this 12th day of December, 2005.

SIMMONS FIRST NATIONAL BANK

By /s/ H. Glenn Rambin

Title: President

     /s/ J. Thomas May

J. Thomas May

EX-10.25

Exhibit 10.25

SECOND AMENDMENT TO AMENDED

AND RESTATED DEFERRED

COMPENSATION AGREEMENT

This Second Amendment to the Amended and Restated Deferred Compensation Agreement ("Agreement"), dated September 23, 1991 by and between J. Thomas May and Simons First National Bank, is made and entered into by and between Simmons First National Bank ("Employer") and J Thomas May ("Employee"),

WITNESSETH:

WHEREAS, Section 409A of the Internal Revenue Code was added by the American Jobs Creation Act of 2004;

WHEREAS, Section 409A and the regulations issued thereunder, substantially change the applicable rules to deferred compensation arrangements;

WHEREAS, Section 409A and the regulations thereunder provide for certain grace periods for the amendment of existing deferred compensation arrangements to comply with the new rules;

NOW, THEREFORE, the parties hereto desire to utilize the grace period to amend the Agreement to comply with the terms and conditions of Section 409A and the regulations thereunder as set forth below:

1.  Definitions.  (a)  The definition of Change in Control is hereby deleted and replaced with the following:

Change in Control - shall mean a change in ownership or control of the Bank as defined in Treasury Regulation Section 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

(b)  The following definition is added to paragraph 1 of the Agreement:

Separation from Service - shall mean Employee has experienced a termination of employment with Employer.  For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that Employer and Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of service s to Employer if Employee has been providing services to Employer less than 36 months).  Facts and circumstances to be considered in making this determination include, but are not limited to, whether Employee continues to be treated as an executive for other purposes (such as continuation of salary and participation in executive benefit programs), whether similarly situated service providers have been treated consistently, and whether Employee is permitted, and realistically available, to perform services for other service recipients in the same line of business.  Employee will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by Employee during the immediately preceding thirty-six (36) month period.

2.  Continuation.  The Agreement is hereby modified to reflect the terms of this Second Amendment, and shall continue in full force and effect, as so amended.  All other provisions of the Agreement, not specifically modified herein, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this instrument this 8th day of December, 2008.

SIMMONS FIRST NATIONAL BANK

By /s/ H. Glenn Rambin

Title: President

     /s/ J. Thomas May

J. Thomas May

EX-10.26

Exhibit 10.26

EXECUTIVE SALARY CONTINUATION AGREEMENT

THAT SUPERSEDES AND REPLACES THE

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

EXECUTIVE AGREEMENT EFFECTIVE SEPTEMBER 25, 2001

THIS AGREEMENT is made and entered into this 20th day of November, 2006, by and between the Simmons First Bank of Hot Springs, a bank organized and existing under the laws of the State of Arkansas (hereinafter referred to as the "Bank"), and David Bartlett, an Executive of the Bank (hereinafter referred to as the "Executive").

WHEREAS, the Bank and the Executive are parties to an Executive Supplemental Retirement Plan Agreement dated the 25th day of September, 2001 that provides for the payment of certain benefits. This Executive Salary Continuation Agreement effective January 1, 2006 that Supersedes and Replaces the Executive Supplemental Retirement Plan Agreement effective September 25, 2001 shall bring the Executive Supplemental Retirement Plan Agreement effective September 25, 2001 into compliance with Internal Revenue Code Section 409A enacted on October 22, 2004. The benefits provided hereunder shall supersede and replace the existing Executive Supplemental Retirement Plan Agreement and the benefits provided thereby;

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank;

WHEREAS, the purpose of this Agreement is to further the growth and development of the Bank by providing the Executive with supplemental retirement income, and thereby encourage the Executive's productive efforts on behalf of the Bank and the Bank's shareholders, and to align the interests of the Executive and those shareholders.

WHEREAS, it is the desire of the Bank and the Executive to enter into this Agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive's Beneficiary in the event of the Executive's death pursuant to this Agreement;

ACCORDINGLY, it is intended that the Agreement be "unfunded" for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and not be construed to provide income to the participant or beneficiary under the Internal  Revenue Code of 1986, as amended, particularly Section 409A of the Code and guidance or regulations issued thereunder, prior to actual receipt of benefits; and

THEREFORE, it is agreed as follows:

1

I.             EFFECTIVE DATE

The "Effective Date" of this Agreement shall be January 1, 2006.

II.            FRINGE BENEFITS

The salary continuation benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits except as set forth hereinafter

III.           DEFINITIONS

A.            Retirement Date:

Retirement Date shall be the later of the Executive's sixty-fifth (65th) birthday or Separation from Service.

B.             Normal Retirement Age:

"Normal Retirement Age" shall mean the date on which the Executive attains age sixty-five (65).

C.             Plan Year:

Any reference to "Plan Year" shall mean a calendar year from January 1st to December 31st. In the year of implementation, the term "Plan Year" shall mean the period from the effective date to December 31st of the year of the effective date.

D.             Termination of Employment:

"Termination of Employment" shall mean voluntary or involuntary resignation of employment by the Executive or the Employer's discharge of the Executive, prior to the Normal Retirement Age.

E.             Separation from Service:

"Separation from Service" shall mean that the Executive has experienced a Termination of Employment from the Employer. Where the Executive continues to perform services for the Employer following a Termination of Employment, however, and the facts and circumstances indicate that such services are intended by the Employer and the Executive to be more than "insignificant" services, a Separation from Service will not be deemed to

2

have occurred and any amounts deferred under this Agreement may not be paid or made available to the Executive. The determination of whether such services are considered "insignificant" will be based upon all facts and circumstances relating to the termination and upon any applicable rules and regulations issued under Section 409A of the Code. Military leave, sick leave, or other bona fide leaves of absence are not generally considered terminations of employment.

F.             Discharge for Cause:

The term "for cause" shall mean any of the following that result in an adverse effect on the Employer: (i) the commission of a felony or gross misdemeanor involving fraud or dishonesty; (ii) the willful violation of any banking law, rule, or banking regulation (other than a traffic violation or similar offense); (iii) an intentional failure to perform stated duties; or (iv) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge "for cause," such dispute shall be resolved by arbitration as set forth in this Agreement. In the alternative, if the Executive is permitted to resign due to inappropriate conduct as defined above, the Board of Directors may vote to deny all benefits. A majority decision by the Board of Directors is required for forfeiture of the Executive's benefits.

G.             Change of Control:

"Change of Control" shall mean a change in ownership or control of the Bank as defined in Treasury Regulation Section 1.409A-3(g)(5) or any subsequently applicable Treasury Regulation.

H.            Restriction on Timing of Distribution:

Notwithstanding any provision of this Agreement to the contrary, distributions to the Executive may not commence earlier than six (6) months after the date of a Separation from Service if, pursuant to Section 409A of the Code and regulations and guidance promulgated thereunder, the Executive is considered a "specified employee" under Section 416(i) of the Code. In the event a distribution is delayed pursuant to this paragraph, the originally scheduled payment shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following the delay. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular sc hedule. If payment is scheduled to be made in a lump sum, the lump sum payment

3

shall be delayed for six (6) months and instead be made on the first day of the seventh month.

I.              Beneficiary:

The Executive shall have the right to name a "Beneficiary" of the Death Benefit. The Executive shall have the right to name such Beneficiary at any time prior to the Executive's death and submit it to the Plan Administrator (or Plan Administrator's representative) on the form provided. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Executive may change a Beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original Beneficiary designation and shall automatically supersede the existing Beneficiary form on file with the Plan Administrator.

If the Executive dies without a valid Beneficiary designation on file with the Plan Administrator, death benefits shall be paid to the Executive's estate.

If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person's property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

J.             Disability:

"Disability" shall mean Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 month receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering

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employees of the Employer. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration's or the provider's determination.

K.            Employer:

"Employer" shall mean the Bank, any parent holding company of the Bank or any other company under control of the parent holding company of the Bank.

IV.          BENEFITS

A.            Retirement Benefit:

Upon attainment of the Retirement Date, the Bank shall pay the Executive an annual benefit equal to One Hundred Twenty Five Thousand and 00/100th Dollars ($125,000.00). Said benefit shall be paid in equal monthly installments (1/12th of the annual benefit) until the death of the Executive. Said payment shall be made the first day of the month following the date of Separation from Service or in accordance with the Restriction on Timing of Distribution.

B.            Termination of Employment:

Should an Executive suffer a Termination of Employment the Executive shall be entitled to the full benefit as stated in Subparagraph IV (A), commencing thirty (30) days following the Executive's Normal Retirement Age or in accordance with the Restriction on Timing of Distribution.

C.            Death:

Should the Executive die prior to the year 2023, the amount set forth below by the year in which such death occurs shall be paid in a lump sum cash payment to the Beneficiary the first day of the second month following such death as follows:

Year	Death Benefit
2005	$239,052
2006	298,616
2007	365,023
2008	438;878
2009	520,913
2010	611,574
2011	711,488
2012	820,979

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2013	854,132
2014	765,005
2015	675,878
2016	586,751
2017	497,624
2018	408,498
2019	319,371
2020	230,244
2021	141,117
2022	51,991

D.            Discharge for Cause:

Should the Executive be Discharged for Cause at any time, all benefits under this Agreement shall be forfeited. A majority decision by the Board of Directors is required for forfeiture of the Executive's benefits. If a dispute arises as to discharge "for cause," such dispute shall be resolved by arbitration as set forth in this Agreement. In the alternative, if the Executive is permitted to resign due to inappropriate conduct as defined above, the Board of Directors may vote to deny all benefits. A majority decision by the Board of Directors is required for forfeiture of the Executive's benefits.

E.             Disability Benefit:

In the event the Executive becomes disabled prior to any Termination of Employment, and the Executive's employment is terminated because of such disability, he shall immediately begin receiving the benefits in Subparagraph IV (A) above. Such benefit shall begin without regard to the Executive's Normal Retirement Age and the Executive shall be one hundred percent (100%) vested in the entire benefit amount.

V.            RESTRICTIONS UPON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive, his beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligation by this Agreement or to refrain from funding same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Agreement, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

VI.           BENEFIT ACCOUNTING/ACCRUED LIABILITY RETIREMENT ACCOUNT

The Bank shall account for this benefit using the regulatory accounting principles of the Bank's primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

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VII.          CHANGE OF CONTROL

Upon a Change of Control, the Executive shall receive the benefit in accordance with Paragraph IV, upon attaining Normal Retirement Age, as if the Executive had been continuously employed by the Employer until the Executive's Normal Retirement Age. Said payment shall be made in equal monthly installments until the death of the Executive. The Executive will also remain eligible for all promised death benefits in this Agreement. In addition, no sale, merger, or consolidation of the Employer shall take place unless the new or surviving entity expressly acknowledges the obligations under this Agreement and agrees to abide by its terms.

VIII.        MISCELLANEOUS

A.           Alienability and Assignment Prohibition:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of  bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

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B.            Binding Obligation of the Bank and any Successor in Interest:

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Agreement. This Agreement shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C.            Amendment or Revocation:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank. Any such Amendment shall be subject to Internal Revenue Code Section 409A.

D.            Gender:

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

E.            Headings:

Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

F.            Applicable Law:

The validity and interpretation of this Agreement shall be governed by the laws of the State of Arkansas.

G.            Partial Invalidity:

If any term, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

H.            Not a Contract of Employment:

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof

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restrict the right of the Employer to discharge the Executive, or restrict the right of the Executive to terminate employment.

I.             Tax Withholding:

The Employer shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Employer's sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

J.             Opportunity to Consult with Independent Advisors:

The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the: (i) terms and conditions which may affect the Executive's right to these benefits; and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, Section 409A of the Code and guidance or regulations thereunder, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agr eement. The Executive further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representative, agents, successor and assign to claim or assert liability on the part of the Employer related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

K.            Permissible Acceleration Provision:

Under Section 409A(a)(3), a payment of deferred compensation may not be accelerated except as provided in regulations by the Internal Revenue Code. Certain permissible payment accelerations include payments necessary to comply with a domestic relations order, payments necessary to comply with certain conflict of interest rules, payments intended to pay employment taxes, and certain de minimis payments related to the participant's termination of the Executive's interest in the plan.

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L.             Supersede and Replace Entire Agreement:

This Agreement shall supersede the Executive Supplemental Retirement Plan Agreement dated the 25th day of September, 2001, and shall replace the entire agreement including any and all amendments of the parties pertaining to this particular Executive Salary Continuation Agreement.

IX.           ADMINISTRATIVE AND CLAIMS PROVISIONS

A.            Plan Administrator:

The "Plan Administrator" of this Agreement shall be the Human Resources Group of Simmons First National Corporation. The Plan Administrator shall be responsible for the management, control and administration of the Agreement. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B.             Claims Procedure:

a.             Filing a Claim for Benefits:

Any insured, beneficiary, or other individual, ("Claimant") entitled to benefits under this Agreement will file a claim request with the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained. If the claim relates to disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).

b.             Denial of Claim:

A claim for benefits under this Agreement will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Agreement. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt on the claim for benefits by the Plan  Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days. However, if the

10

Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator's control, and for an additional thirty (30) days, if necessary. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

c.             Content of Notice:

The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

(i) The specific reason or reasons for the denial;

(ii) Specific reference to pertinent Agreement provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

(iv) Any other information required by applicable regulations, including with respect to disability benefits.

d.             Review Procedure:

The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

(i.) Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

11

(ii.) Review and copy (free of charge) pertinent Agreement documents, records and other information relevant to the Claimant's claim for benefits;

(iii.) Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

e.             Decision on Review:

A decision on review of a denied claim shall be made in the following manner:

(i.) The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. If the Claimant's initial claim is for disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s). The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review. In the event that the denied claim pertains to disability, such decision shall not be made later than forty-five (45) days after receipt of the application for review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be famished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period o f sixty (60) days from the end of the initial period. In the event the denied claim pertains to disability, written notice of such extension shall be furnished to the Claimant prior to the termination of the initial forty-five (45) day period. In no event shall the extension exceed a period of thirty (30) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

(ii.) The decision on review shall be in writing and shall include specific- reasons for- the decision written in an understandable manner with specific references to the pertinent Agreement provisions upon which the decision is based.

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(iii.) The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained t he advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

(iv.) The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant's claim for benefits.

f.              Exhaustion of Remedies:

A Claimant must follow the claims review procedures under this Agreement and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

C.            Arbitration:

If claimants continue to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Plan Administrator and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Employer's discharge of the Executive "for cause," such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

X. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Agreement, then the Bank may terminate or modify this Agreement by mutual consent of both parties. If this Agreement is terminated, any payment made to the Executive shall be in accordance with Internal Revenue Code Section 409A. Upon a Change of Control, this paragraph shall become null and void effective immediately upon said Change of Control.

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IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the first day set forth hereinabove and that, upon execution, each has received a conforming copy.

	SIMMONS FIRST BANK
	OF HOT SPRINGS
	Hot Springs, Arkansas
/s/ Renee Simmons	By:	/s/ Ronnie Twyford       EVP
Witness		(Bank Officer other than Insured)   Title
/s/ Kevin Pletcher	By:	/s/ Robert Fehlman
Witness		Parent Holding Company Officer
/s/ Cindy Baswell		/s/ David Bartlett
Witness		David Bartlett

14

EX-10.27

Exhibit 10.27

409A Amendment to the

Simmons First Bank of Hot Springs

Executive Salary Continuation Agreement for

David Bartlett

Simmons First Bank of Hot Springs ("Bank") and David Bartlett ("Executive") originally entered into the Simmons First Bank of Hot Springs Executive Supplemental Retirement Plan Executive Agreement on September 25, 2001, which was subsequently amended and restated as an Executive Salary Continuation Agreement ("Agreement") on January 1, 2006. Pursuant to Subparagraph VIII (C) of the Agreement, the Bank and the Executive hereby adopt this 409A Amendment, effective January 1, 2006.

RECITALS

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

1. Subparagraph III (E), "Separation from Service", shall be deleted in its entirety and replaced with the following Subparagraph III (E)

Separation from Service:

Separation from Service shall mean the Executive has experienced a termination of employment with the Employer. For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Employer and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Employer if the Executive has been provid ing services to the Employer less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Executive continues to be treated as an Executive for other purposes (such as continuation of salary and participation in Executive benefit programs), whether similarly situated service providers have been treated consistently, and whether the Executive is permitted, and realistically available, to perform services for other service recipients in the same line of business. An Executive will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average

level of service performed by the Executive during the immediately preceding thirty-six (36) month period.

2. Subparagraph III (G), "Change of Control", shall be deleted in its entirety and replaced with the following Subparagraph III (G):

Change in Control:

"Change in Control" shall mean a change in ownership or control of the Bank as defined in Treasury Regulation Section 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

3. Subparagraph IV (B), "Termination of Employment", shall be deleted in its entirety and replaced with the following Subparagraph IV (B):

Termination of Employment:

Should an Executive suffer a Termination of Employment the Executive shall be entitled to the full benefit as state in Subparagraph IV (A) in the same form and with the same timing, except that payments shall commence thirty (30) days following the Executive's Normal Retirement Age or in accordance with the Restriction on Timing of Distribution.

4. Subparagraph IV (E), "Disability Benefit", shall be deleted in its entirety and replaced with the following Subparagraph IV (E):

Disability Benefit:

In the event the Executive becomes Disabled, he shall be entitled to receive the benefits in Subparagraph IV (A) above in the same form and with the same timing, except that payments shall commence thirty (30) days following said Disability. Such benefit shall begin without regard to the Executive's Normal Retirement Age and the Executive shall be one hundred percent (100%) vested in the entire benefit amount.

5. Subparagraph VIII (K), "Permissible Acceleration Provision", shall be deleted in its entirety and replaced with the following Subparagraph VIII (K):

Certain Accelerated Payments:

The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3(j)(4) to the Executive of deferred amounts, provided that such distribution(s) meets the requirements of Section 1.409A-3(j)(4).

6.             A new Subparagraph VIII (M) shall be added as follows:

Subsequent Changes to Time and Form of Payment:

The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be considered made only when it becomes irrevocable under the terms of the Agreement. Any change will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules:

(1) the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

(2) the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

(3) in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

/s/ Cindy Baswell		/s/ David Bartlett
For the Bank   SFBHS B VP		David Bartlett
Date	12-11-08	Date	Dec. 11, 2008

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-134240, 333-134241, 333-134276, 333-134301, 333-134356 and 333-138629 on Form S-8 and Registration Statement No. 333-161558 on Form S-3 of Simmons First National Corporation (Company) of our reports dated March 2, 2010, on our audits of the consolidated financial statements of the Company as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, which report is included in this annual report on Form 10-K/A.  We also consent to the incorporation by reference of our report dated March 2, 2010, on our audit of the internal control over financial reporting of the Company as of December 31, 2009, which report is included in this annual report on Form 10-K/A.

/s/ BKD, LLP

Pine Bluff, Arkansas

August 20, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION

I, J. Thomas May, certify that:

1.  I have reviewed this amendment to annual report on Form 10-K/A of Simmons First National Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 20, 2010

/s/ J. Thomas May

J. Thomas May,

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert A. Fehlman, certify that:

1.  I have reviewed this amendment to annual report on Form 10-K/A of Simmons First National Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 20, 2010

/s/Robert A. Fehlman

Robert A. Fehlman,

Executive Vice President and Chief Financial Officer