SIMMONS FIRST NATIONAL CORP (Form: 8-K, Received: 01/07/2013 16:40:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Exchange Act of 1934

Date of Report (Date of earliest event reported) January 2, 2013

SIMMONS FIRST NATIONAL CORPORATION

( Exact name of registrant as specified in its charter)

Arkansas	0-6253	71-0407808
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

501 Main Street, Pine Bluff, Arkansas		71601
(Address of principal executive offices)		(Zip Code)

(870) 541-1000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Restructuring of Executive Management Team

On January 2, 2013, the Company implemented a previously announced restructuring of its executive management. George A. Makris has assumed the duties of CEO-Elect, effective January 1, 2013. Under the previously announced management succession plan, Mr. Makris, 56, will succeed J. Thomas May as Chairman and CEO upon Mr. May's retirement on December 31, 2013. David Bartlett has assumed the duties of President and Chief Banking Officer. Mr. Bartlett, who was previously serving as President of the Company with direct supervision over certain of the Company's banking subsidiaries, will now have direct oversight for the banking operations of all of the eight banking subsidiaries of the Company. Robert A. Fehlman has assumed the duties of Senior Executive Vice President, Chief Financial Officer and Treasurer. Mr. Fehlman who was previously serving as Executive Vice President and Chief Financial Officer, will now additionally have direct oversight over the securities broker-dealer operations of Simmons First Investment Group, Inc., the management of the bond portfolio of the Company and its subsidiary banks and the consolidated asset-liability management for the Company.

George A. Makris

As a new member of the Company's executive management team, the following sets forth certain personal, business professional and compensation information concerning Mr. Makris.

Mr. Makris has served on the Board of Directors of the Company since 1997 and served as chairman of the Company's Audit & Security Committee from 2007 until his resignation on August 27, 2012 after his acceptance of the position of CEO-Elect. He was the President of M.K. Distributors, Inc., a beverage distributor in Pine Bluff and southeastern Arkansas. Mr. Makris was employed by M. K. Distributors, Inc. since 1980 and has served as President since 1985. Mr. Makris previously served as a member of the board of directors of National Bank of Commerce (later known as Worthen Bank of Pine Bluff) from 1985 to 1996 and served as Chairman of the Board from 1994 to 1996. Mr. Makris received a B.A. degree in Business Administration from Rhodes College in 1978 and an M.B.A. from the University of Arkansas in 1980.

Mr. Makris also serves on the Board of Directors of the Economic Development Alliance of Jefferson County, the Board of Trustees of the Jefferson Regional Medical Center, the Board of Directors of the National Beer Wholesalers Association and the Board of Visitors of University of Arkansas for Medical Sciences, College of Medicine. He has previously served as Chairman of the Board of Trustees of Jefferson Regional Medical Center, Chairman of the Board of Trustees of the Arts and Science Center for Southeast Arkansas, Chairman of the Board of Directors of the Economic Development Alliance for Jefferson County, Chairman of the Board of Directors of the Greater Pine Bluff Chamber of Commerce, Chairman of the King Cotton Classic Basketball Tournament, Chairman of the Board of Trustees of Trinity Episcopal School, a Director of Simmons First National Bank, a Director of the Wholesale Beer Distributors of Arkansas, and a member of the Board of Visitors of the University of Arkansas at Pine Bluff.

Mr. Makris will participate in the Company's executive compensation program, consisting of base salary and bonus, non-equity incentives, equity incentives and benefits. The base salary for Mr. Makris for 2013 is $403,216. There is no existing understanding concerning any discretionary bonus for Mr. Makris. Mr. Makris will participate in the Company’s Executive Incentive Plan for 2013 with a targeted benefit of 30% of salary, or $120,965. Mr. Makris will also participate in the Company's Executive Equity Compensation Plan for 2013 at a target level of 40% of salary, or $161,286. Mr. Makris will participate in the retirement, health insurance and welfare benefit plans made available to and for the benefit of the Company's associates.

Mr. Makris does not have an employment contract with the Company or any of its subsidiaries, but he does have an Executive Severance Agreement and a Deferred Compensation Agreement with the Company. The Executive Severance Agreement, which is only effective for a period of up to two years after a change in control occurs, provides for severance benefits in an amount equal to twice his annual salary plus bonus but only if he separates from service under certain circumstances within the two year period. A copy of Mr. Makris' Executive Severance Agreement is attached as Exhibit 10.1.

The deferred compensation agreement for Mr. Makris provides for an annual benefit at retirement of $100,000.00, payable for 10 years. The benefits under the agreement will be funded by the Company and Mr. Makris will not be required or permitted to make contributions for his benefit. The benefit vests at age 65, subject to earlier vesting upon death, disability, or change in control of the Company. The benefit becomes payable upon the earliest to occur of (i) Mr. Makris' retirement at or after age 65, (ii) his death, (iii) his disability, or (iv) his separation from service after the occurrence of a change in control of the Company. The benefit is subject to forfeiture if (i) Mr. Makris ceases to be employed by the Company prior to his attaining age 65, other than due to his disability, his death or following a change in control of the Company, (ii) Mr. Makris fails to provide the post retirement part time consulting services required in the plan or (iii) Mr. Makris violates the non-competition provision while receiving payments. A copy of the deferred compensation agreement for Mr. Makris is included as Exhibit 10.2.

Executive Retention Program - 2012

The Board of Directors of the Company, upon recommendation of the NCCGC adopted the Simmons First National Corporation Executive Retention Program - 2012 on November 26, 2012. The program is intended to assist the Company in retaining its existing executive management during and immediately following the executive transition surrounding the anticipated retirement of Mr. J. Thomas May at the end of 2013 and the designation of George Makris as his successor. The participants in the program are David L. Bartlett, Robert A. Fehlman and Marty D. Casteel. The program which went into effect on January 2, 2013, consists of cash bonuses and restricted stock grants under the existing Simmons First National Corporation Executive Stock Incentive Plan - 2010.

The cash retention bonuses will vest 50% on December 31, 2016 and the balance will vest on December 31, 2017, subject to accelerated partial vesting (as described below) in the event of the death, disability or involuntary termination of the participant or accelerated 100% vesting in the event of a change in control of the Company. The cash retention bonuses will be paid by the Company through its normal compensation system within thirty one (31) days after becoming vested. One half of the restricted shares granted shall vest on December 31, 2016 and the balance will vest on December 31, 2017, subject to accelerated partial vesting (as described below) in the event of the death, disability or involuntary termination of the participant or accelerated 100% vesting in the event of a change in control of the Company. The restricted stock grants were made on January 2, 2013. In the case of death, disability or involuntary termination of employment without cause, the accelerated partial vesting increments are 22.5% on January 1 of each of the calendar years 2013 - 2016 and thereafter becoming 100% vested on January 1, 2017.

In adopting the plan, the Board approved the award of restricted shares and cash retention bonus to each of the individuals identified below all of which are named executive officers in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders, as follows:

Participant	Cash Retention Bonus	Restricted Shares
David Bartlett	$125,000	4,929
Robert A. Fehlman	$ 25,000	986
Marty D. Casteel	$ 25,000	986

A copy of the Simmons First National Corporation Executive Retention Program - 2012 is included as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1	Executive severance Agreement between Mr. Makris and the Company.

10.2	Deferred Compensation Agreement between Mr. Makris and the Company.

10.3	Company's Executive Retention Program - 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIMMONS FIRST NATIONAL CORPORATION

/s/ Robert A. Fehlman

Date: January 7, 2013 Robert A. Fehlman, Senior Executive Vice

President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit

Number Exhibit

10.1	Executive severance Agreement between Mr. Makris and the Company.

10.2	Deferred Compensation Agreement between Mr. Makris and the Company.

10.3	Company's Executive Retention Program - 2012

EXHIBIT 10.1

EXECUTIVE SEVERANCE AGREEMENT

BETWEEN COMPANY AND GEORGE A. MAKRIS

EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement"), made and entered into on the 2nd day of January, 2013, by and between Simmons First National Corporation ("Company"), an Arkansas corporation, and George Makris, Jr., ("Executive").

R E C I T A L S:

Company acknowledges that Executive is expected to significantly contribute to the growth and success of Company. As a publicly held corporation, a Change in Control of Company may occur with or without the approval of the Board of Directors of 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 Company and its shareholders. It is essential that the management of Company's business be continued with a minimum of disruption during any proposed bid to acquire Company or to engage in a business combination with Company. Company believes that the objective of securing and retaining outstanding management will be achieved if certain of 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 Company agrees herein to pay Executive, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and 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 Company ("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 ("Agreement Term") unless the Agreement Term is terminated by Company upon written notification to 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 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. Change in Control shall mean a change in ownership or control of the Company as defined in Treasury Regulation ' 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.

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) Executive's employment is involuntarily terminated as specified in Section 2.2, or

(b) 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 of 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)

failure by the Board to reelect or appoint Executive to a position with duties, functions and responsibilities substantially equivalent to the position held by Executive on the Control Change Date;

(b)

material modification by the Board of the duties, functions or responsibilities of Executive without his consent;

(c)

the failure of Company to permit Executive to exercise such responsibilities as are consistent with 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 Company;

(d)

Company requires Executive to relocate his employment more than fifty (50) miles from his place of employment, without the consent of Executive, excluding reasonably required business travel or temporary assignments for a reasonable period of time;

(e)

reduction in Executive's compensation or benefits; or

(f)

Company shall fail to make a payment when due to the Executive.

2.5 Termination Compensation . Termination Compensation equal to 2.00 times Executive's Base Period Income shall be paid in a single sum payment in cash or in common stock of Company, at the election of Executive. Payment of Termination Compensation to Executive shall be made on the later of the thirtieth (30 th ) 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 Executive's annual base salary as of Executive's termination date, and (ii) the greater of the average of any incentive bonus payable to the Executive for the Company’s last two completed fiscal years or the Executive’s target bonus opportunity for the then current year under the Company’s annual incentive plan.

2.7 Notice of Termination . Any termination by Company under the Cause Exception or by 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 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 Executive incurs any attorney's fees in protecting or enforcing his rights under this Agreement, Company shall reimburse 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 Executive is entitled to receive Termination Compensation under this Agreement, 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 Executive was entitled to participate immediately prior to the date of termination, at the benefit levels then in effect with Executive and Company sharing the cost of coverage in the same manner as in effect upon the Control Change Date. In the event that Executive's continued participation in any such plan is not permitted thereunder, then Company shall provide Executive and his eligible dependents 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 Executive would have incurred had participation in the plan been permitted. At the termination of any period of coverage provided above, Executive shall have the option to have assigned to him, at no cost and no apportionment of prepaid premiums, any assignable insurance owned by Company and relating specifically to Executive. In lieu of being provided with the benefits as described in the preceding sentence, Executive may, at Executive's election and sole discretion, require Company to include in 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 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, Company shall permit Executive, at his option, to further continue participation in any Welfare Benefit Plan, if Executive is not then eligible to participate in any other plan sponsored by the then current employer of Executive or Executive's spouse offering substantially similar benefits. Executive's continued participation under this Section 4.2 shall (i) be at the sole cost and expense of Executive, and (ii) shall terminate upon the earliest of (A) Executive becoming eligible to participate in a plan sponsored by the current employer of Executive or Executive's spouse offering substantially similar benefits, (B) upon the date that Executive is no longer eligible to participate in the Welfare Benefit Plan, or (C) Executive and Executive's spouse becoming eligible for Medicare coverage. If the executive elects this continued coverage, Company shall use its best efforts to cause the Welfare Benefit Plan to maintain the eligibility of Executive to participate therein or make alternative arrangements to provide Executive and his spouse coverage reasonably equivalent to that provided by the Welfare Benefit Plan at the equivalent cost to 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 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

Company and Executive agree that, following the termination of employment by Executive with Company, Executive has no obligation to take any steps whatsoever to secure other employment and such failure by Executive to search for or to find other employment upon termination from Company shall in no way impact 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 committee 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

Company shall indemnify 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 Company or membership on the Board; provided, that in no event shall such indemnity of Executive at any time during the period of his employment by the Company be less than the maximum indemnity provided by Company at any time during such period to any other officer or director under an indemnification insurance policy or the bylaws or charter of Company or by agreement.

ARTICLE 8

SOURCE OF PAYMENTS; NO TRUST

The obligations of Company to make payments hereunder shall constitute an unsecured liability of Company to Executive. Such payments shall be from the general funds of Company, and 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 Executive nor his designated beneficiary shall have any interest in any particular asset of 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 Company and Executive or any other person. To the extent that any person acquires a right to receive payments from Company hereunder, such right shall be no greater than the right of an unsecured creditor of 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 Executive and his heirs, executors, administrators and legal representatives and 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 Company and 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:

George Makris, Jr.

7 Arbor Dell

900 W. 46th

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, 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/ George A. Makris, Jr.

George Makris, Jr.

SIMMONS FIRST NATIONAL CORPORATION

By: /s/ Sharon K. Burdine

Title: HR Director / SVP

EXHIBIT 10.2

DEFERRED COMPENSATION AGREEMENT

BETWEEN COMPANY AND GEORGE A. MAKRIS

DEFERRED

COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into by and between Simmons First National Corporation (" Employer ") and George A. Makris (" Employee "), WITNESSETH:

WHEREAS, upon the effective date if this Agreement Employee will be employed by Employer in the capacity of CEO-Elect and is expected to assume the position of CEO on January 1, 2014; and

WHEREAS Employee 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 services of Employee and to provide certain deferred, contingent benefits to Employee as more particularly hereinafter provided; and

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:

Benefit Period - For the purposes of Section 5, the period commencing on the first day of the next succeeding calendar month following the separation from service of Employee and ending one hundred twenty (120) months thereafter.

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

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.

Monthly Benefit - The monthly benefit payable shall be one-twelfth (1/12th) of an amount equal to $100,000.00

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 services 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.

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 whether the stock is publicly traded on an established securities market or otherwise shall be made as of the date of the Employee's 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 . (a) Upon the first to occur of the following:

i. Employee's normal retirement at or after age 65 (" Normal Retirement "),

ii.

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

iii. 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 Benefit, as defined herein, each month beginning on the first day of the month following Employee's Normal Retirement, disability or death, and ending upon the expiration of 120 consecutive months after the commencement of payments.

(b) 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. 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 Sections 3 and 5, 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 separation from service 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 commencement of the payments. All payments due on any date more than six (6) months after the event giving rise to the commencement of the Monthly Benefit shall not be delayed and shall be made on the dates as originally set forth herein.

5. Separation from Service after Change in Control . In the event of a Change in Control and Employee's separation from service prior to his entitlement to the Monthly Benefit, then Employer shall pay to Employee the Monthly Benefit each month during the Benefit Period, beginning on the first day of the calendar month following such separation from service. If Employee dies prior to the end of the Benefit Period, the remaining payments, through the end of the Benefit Period, shall be made to Employee's designated beneficiary or, if none, to Employee's estate.

6. Consultation and Advice . Employee agrees that, following termination of employment due to disability or Normal Retirement, 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 Section only as long 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.

7. 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 Section 6 above; or

(c) Employee, while receiving payments hereunder, 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.

8. Administration . This deferred compensation agreement shall be administered by the Nominating, Compensation and Corporate Governance 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.

9. 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.

10. 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.

11. 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 this 2nd day of January, 2013 to be effective on January 2, 2013.

SIMMONS FIRST NATIONAL CORPORATION

By: /s/ Sharon K. Burdine

Title: HR Director / SVP

/s/ George A. Makris, Jr.

George A. Makris

EXHIBIT 10.3

SIMMONS FIRST NATIONAL CORPORATION

EXECUTIVE RETENTION PROGRAM - 2012

SIMMONS FIRST NATIONAL CORPORATION

EXECUTIVE RETENTION PROGRAM - 2012

ARTICLE I. ADMINISTRATION AND ELIGIBILITY

Section 1.01. Purpose . This Executive Retention Program (the " Program ") is intended as an incentive to certain members of the executive management of Simmons First National Corporation (" Company ") to remain in the employ of the Company during and immediately following the transition of executive management due to the anticipated retirement of J. Thomas May as Chief Executive Officer on December 31, 2013 and the designation of George A. Makris as CEO-Elect. The purpose of the Program is to retain certain executive officers which have demonstrated with exemplary levels of performance, talent and ability in the performance of their assigned duties. The Program consists of the payment of cash retention bonuses as described herein and the granting of Restricted Stock under the Simmons First National Corporation Executive Stock Incentive Plan – 2010 (" 2010 Stock Plan ") with terms and conditions on the grant as set forth in the Program.

Section 1.02. Eligibility. Eligibility for participation in the Plan shall include only those executive officers of the Company as are designated on Exhibit A hereto as may be amended from time to time. The initial participants under the Plan are: President and Chief Operating Officer, Executive Vice President - Administration and Chief Financial Officer. The NCCGC may from time to time designate other executive officers of the Company to participate in the Program.

Section 1.03. Administration. The Nominating, Compensation and Corporate Governance Committee (" NCCGC ") of the Board shall have the power and authority to supervise the administration of the Program. All decisions made by the NCCGC pursuant to the Program shall be made by a majority of the members. The NCCGC may from time to time report its actions and recommendations concerning the Program to the Board. All cash and Restricted Stock shall be granted to the participants by resolution of the NCCGC. Such grant shall be in accordance with the terms of the Plan, and shall be final, without approval of the Board or shareholders of the Company.

Section 1.04. Notice of Award . Upon the adoption of the Plan and subsequently, if any additional grants are made under the Program, the NCCGC shall advise the participant and the Company thereof by delivery of written notice thereof in such form of as the Company may from time to time specify.

ARTICLE II. CASH RETENTION BONUSES

Upon adoption of the program, each participant shall be granted a cash retention bonus in the amount specified on Exhibit A hereto. The cash retention bonuses shall vest 50% on December 31, 2016 and the balance shall vest on December 31, 2017, subject to the acceleration of vesting, as described in Article IV below in the event of a change in control of the Company or the death or disability of the participant. The bonus shall be payable as set forth in Article V below.

ARTICLE III. RESTRICTED STOCK GRANTS

Restricted stock grants under the 2010 Stock Plan have been made to the participants listed on Exhibit A contemporaneously with the adoption of this Program. Those grants shall be subject to the terms and conditions of the Program and shall vest 50% on December 31, 2016 and the balance shall vest on December 31, 2017, subject to the acceleration of vesting, as described in Article IV below in the event of a change in control of the Company or the death or disability of the participant. All restricted share grants shall be issued under and are subject to the terms, limitations and restrictions of the 2010 Stock Plan, as in effect from time to time. In no event shall any participant receive a grant of restricted stock pursuant to this program for any calendar year in excess of 7,000 shares of the Company's Class A common stock.

ARTICLE IV. VESTING

Section 4.01. General. The restricted stock and the cash retention bonus shall vest 50% on December 31, 2016 and the balance shall vest on December 31, 2017, if the participant shall remain actively employed by the Company through the specified vesting dates. If a participant ceases to be employed by the Company prior to a vesting date specified above, other than due to death, disability, involuntary termination without cause or after a change in control, as specified below, participant shall forfeit all right and claim to the unvested restricted stock grant and any unpaid cash retention bonus under this Program.

Section 4.02 Death, Disability or Termination without Cause. In the event of the death of a participant, disability of a participant or the termination of a participant's employment by the Company without cause prior to December 31, 2016, the participant shall be vested in the remaining unvested restricted stock grant and remaining unpaid cash retention bonus under the program in accordance with the following table:

Date of Event Vested Percentage

After 12/31 2012, but prior to 12/31/2013 22.5%

After 12/31 2013, but prior to 12/31/2014 45.0%

After 12/31 2014, but prior to 12/31/2015 67.5%

After 12/31 2015, but prior to 12/31/2016 90.0%

After 12/31 2016 100.0%

Section 4.03 Change in Control In the event of a change in control of the Company, the restricted stock grant and the cash retention bonus, shall immediately become 100% vested in the participant.

ARTICLE V. DELIVERY AND PAYMENT

Section 5.01 Delivery of Certificates . Pursuant to the terms of the 2010 Stock Plan, the Company shall cause its transfer agent to issue certificates evidencing the restricted stock grants to the participants as soon as is commercially practicable. The participant shall thereupon be a shareholder of all the shares represented by the certificate. The certificates representing such shares will be imprinted with a legend stating that the shares represented thereby may not be sold, exchanged, transferred, pledged or hypothecated, unless in accordance with the terms of the Program and the 2010 Stock Plan, and if, in the opinion of counsel, satisfactory to the Company, such transfer at such time complies with applicable securities laws. The transfer agent for the Company's common stock shall be instructed to like effect in respect of such shares.

Section 5.02. Payment of Bonus . (a) If the participant remains in the employment of the Company through December 31, 2016, thereby becoming 50% vested in the cash retention bonus, the Company shall pay 50% of the cash retention bonus to the participant through its payroll system on or before January 31, 2017. If a participant dies prior to December 31, 2016, the Company shall pay an amount equal to the product of such participant's vested percentage times such participant's cash retention bonus to the deceased participant's beneficiary (or if none to the deceased participant's estate) within thirty 30 days after the participant's date of death. If a participant becomes disabled prior to December 31, 2016, the Company shall pay an amount equal to the product of such participant's the vested percentage times such participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment due to disability. If a participant's employment by the Company is terminated without cause prior to December 31, 2016, the Company shall pay an amount equal to the product of such participant's the vested percentage times such participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment.

(b) If the participant remains in the employment of the Company through December 31, 2017, thereby becoming fully vested in the remaining 50% of the cash retention bonus, the Company shall pay the remainder of the cash retention bonus to the participant through its payroll system on or before January 31, 2018. If a participant dies after December 31, 2016 but prior to December 31, 2017, the Company shall pay the remainder of the participant's cash retention bonus to the deceased participant's beneficiary (or if none to the deceased participant's estate) within thirty 30 days after the participant's date of death. If a participant becomes disabled after December 31, 2106, but prior to December 31, 2017, the Company shall pay the remainder of such participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment due to disability. If a participant's employment by the Company is terminated without cause after December 31, 2016 but prior to December 31, 2017, the Company shall pay the remainder of the participant's cash retention bonus to the disabled participant within thirty 30 days after the participant's termination of employment.

(c) In the event of a change in control of the Company prior to the payment in full of the cash retention bonus, the Company shall pay the remainder of the cash retention bonus to the participant through its payroll system within thirty (30) days after the effective date of the change in control.

Section 5.03 Withholding. The Company shall withhold any taxes that are required to be withheld, under the Internal Revenue Code, any applicable state law and regulations thereunder, from the benefits provided under this Agreement.

ARTICLE VI. GENERAL TERMS

Section 6.01 Definitions. For purposes of the Program, the terms set forth below shall be defined as follows:

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

Section 6.02. Investment Intent . The Company may require that, in acquiring the restricted stock, the participant agree with, and represent to, the Company that the participant is acquiring the restricted stock for the purpose of investment and with no present intent to transfer, sell, or otherwise dispose of such shares except for such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any participant. Upon receipt of the Notice of Award, the participant shall deliver to the Company, in duplicate, an agreement in writing, signed by the participant, in form and substance as set forth in Exhibit B, below, and the Company will promptly acknowledge its receipt thereof. Such shares shall be transferable thereafter only if the proposed transfer is permitted under the Plan and if, in the opinion of counsel (who shall be satisfactory to the Company), such transfer at such time complies with applicable securities laws.

Section 6.03. Restrictions. (a) Prior to the vesting of cash retention bonus, the participant shall be deemed to hold only a contingent right to receive cash retention bonus in the future. Upon the grant of the restricted stock the participant, prior to vesting, the participant shall be entitled to exercise the voting rights and receive dividends with respect to the restricted stock, but shall not be entitled to transfer, hypothecate or encumber the restricted stock until such shares are fully vested.

(b) In the event of the death of a participant, disability of a participant or the termination of a participant's employment by the Company without cause prior to December 31, 2017, then the participant shall be fully vested in the number of shares of unvested restricted stock equal to the product of such participant's vested percentage times the number of shares of unvested restricted stock held by the participant. All shares not vested at the participant's death, disability or involuntary termination without cause shall be cancelled and the participant's interest in the unvested shares shall be forfeited. The participant (or in the event of the death of a participant, the participant's personal representative) shall deliver (by physical certificates or electronically) to the Company within thirty (30) days after the date of participant's death, disability or involuntary termination without cause, the number of shares of unvested restricted stock held by the deceased participant. The Company may, at its option, withhold payment of the vested part of the cash retention bonus until the shares of unvested restricted stock are delivered for cancellation.

(c) The rights of the participant to the cash retention bonus and the restricted stock may not be assigned or transferred except by beneficiary designation, will or by the laws of descent and distribution. If any attempt is made to sell, exchange, transfer, pledge, hypothecate, or otherwise dispose of the cash retention bonus or the restricted stock grant in which the participant is not vested, the bonus and the restricted stock shall be deemed to be cancelled and the participant shall forfeit all rights to compensation of any type under the Program.

Section 6.04. Reorganizations and Recapitalization of the Company . The existence of the Program and any compensation granted hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preferred stocks ahead of or affecting the common stock or the rights thereof, or the dissolution or the liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any corporate act or proceeding, whether of a similar character or otherwise.

Section 6.05. Effective Date of Program . This Program shall be effective on January 2, 2013.

Section 6.06. Amendments or Termination . The NCCGC may amend, alter or discontinue the Program, but no amendment, alteration or discontinuation of the Plan shall adversely affect any Awards granted prior to the time of such amendment, alteration or discontinuation. Any amendment, alteration or other modification to the 2010 Stock Plan shall be effective, in accordance with the terms of such amendment, alteration or discontinuation, on the restricted stock grants described herein.

Section 6.07. Government Regulations . Notwithstanding any provisions hereof, the obligation of the Company to sell and deliver Restricted Stock shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required, and the participant shall agree that he or she shall not receive any Restricted Stock granted hereunder, and that the Company will not be obligated to issue any shares hereunder, if the receipt thereof or if the issuance of such shares shall constitute a violation by the participant or the Company of any applicable law or regulation.

VII. ADMINISTRATIVE AND CLAIMS PROVISIONS

Section 7.01. Plan Administrator. The " Plan Administrator " of the Program shall be the Human Resources Group of the Company. As Plan Administrator, the Human Resources Group shall be responsible for the management, control and administration of the Program. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Program including the employment of advisors and the delegation of ministerial duties to qualified individuals.

Section 7.02. Claims Procedure.

(a) Filing a Claim for Benefits. Any participant, beneficiary, or other individual, (" Claimant ") entitled to benefits under the Program 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 the Program will be denied if the Plan Administrator determines that the Claimant is not entitled to receive benefits under the Program. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of 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 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:

The specific reason or reasons for the denial;

ii.

Specific reference to the Program 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:

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;

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:

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 furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period of 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 Program provisions upon which the decision is based.

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 the 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.

EXHIBIT A

PARTICIPATION

Participant	Cash Retention Bonus	Restricted Stock

David Bartlett	$125,000.00	[1]
Robert A Fehlman	$ 25,000.00	[2]
Marty D. Casteel	$ 25,000.00	[2]

[1] The number of shares granted will equal the quotient of $125,000 divided by the closing price for SFNC shares on December 31, 2012, rounded to the next lowest whole share. This grant will be physically made on January 2, 2013.

[2] The number of shares granted will equal the quotient of $25,000 divided by the closing price for SFNC shares on December 31, 2012, rounded to the next lowest whole share. This grant will be physically made on January 2, 2013.

EXHIBIT B

Human Resources Group

Simmons First National Corporation

Pine Bluff, Arkansas

I hereby accept the allocation of _________ shares of the Class A $0.01 par value common stock of Simmons First National Corporation, allocated to me as under the Simmons First National Corporation Executive Retention Program ("Program") and the Simmons First National Corporation Executive Stock Incentive Plan - 2010 ("Plan").

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

My address is: ______________________

______________________

My Social Security Number is: __________________________

Sincerely,

_______________________________________

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

SIMMONS FIRST NATIONAL CORPORATION

By________________________________

Title:______________________________