Edgar Filing: SIMMONS FIRST NATIONAL CORP

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

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SIMMONS FIRST NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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SIMMONS FIRST NATIONAL CORPORATION

March 20, 2009

Dear Shareholder:

It is our pleasure to enclose the 2008 annual report for your corporation.

Our annual shareholders' meeting will be held on the evening of Tuesday, April
21st, 2009 at the Pine Bluff Convention Center. As is our custom, you and your
spouse, or guest, are cordially invited to join us for dinner, which will be
served at 6:30 p.m. The business meeting will follow at approximately 7:30 p.m.

This year, you will find your dinner reservation card located inside the annual
report. Please fill this out and return at your earliest convenience.

We thank you again for your support, and we look forward to seeing you April
21st.

Sincerely,

J. Thomas May
Chairman and Chief Executive Officer

JTM/re

P.O. BOX 7009 501 MAIN STREET PINE BLUFF, AR 71611-7009
(870) 541-1000 www.simmonsfirst.com

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF SIMMONS FIRST NATIONAL CORPORATION:

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Simmons First National Corporation will be held at the Banquet Hall of the Pine
Bluff Convention Center, Pine Bluff, Arkansas, at 7:30 P.M., on Tuesday, April
21, 2009 for the following purposes:

1. To fix at 9 the number of directors to be elected at the meeting;

2. To elect 9 persons as directors to serve until the next annual
shareholders' meeting and until their successors have been duly
elected and qualified;

3. To provide advisory approval of the Simmons First National
Corporation's executive compensation program;
4. To ratify the Audit Committee's selection of the accounting firm
of BKD, LLP as independent auditors of Simmons First National
Corporation and its subsidiaries for the year ending December 31,
2009;

5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Only shareholders of record at the close of business on February 23,
2009, will be entitled to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS:

John L. Rush, Secretary
Pine Bluff, Arkansas
March 20, 2009

ANNUAL MEETING OF SHAREHOLDERS

SIMMONS FIRST NATIONAL CORPORATION
P. O. Box 7009
Pine Bluff, Arkansas 71611

PROXY STATEMENT
Meeting to be held on April 21, 2009
Proxy and Proxy Statement furnished on or about March 20, 2009

The enclosed proxy is solicited on behalf of the Board of Directors of
Simmons First National Corporation (the "Company") for use at the annual meeting
of the shareholders of the Company to be held on Tuesday, April 21, 2009, at
7:30 p.m., at the Banquet Hall of the Pine Bluff Convention Center, Pine Bluff,
Arkansas, or at any adjournment or adjournments thereof. When such proxy is
properly executed and returned, the shares represented by it will be voted at
the meeting in accordance with any directions noted thereon, or if no direction
is indicated, will be voted in favor of the proposals set forth in the notice.

REVOCABILITY OF PROXY

Any shareholder giving a proxy has the power to revoke it at any time
before it is voted.

COSTS AND METHOD OF SOLICITATION

The costs of soliciting proxies will be borne by the Company. In
addition to the use of the mails, solicitation may be made by employees of the
Company by telephone, telegraph and personal interview. These persons will
receive no compensation other than their regular salaries, but they will be
reimbursed by the Company for their actual expenses incurred in such
solicitations.

OUTSTANDING SECURITIES AND VOTING RIGHTS

At the meeting, holders of the $0.01 par value Class A common stock
(the "Common Stock") of the Company, the only class of stock of the Company
outstanding, will be entitled to one vote, in person or by proxy, for each share
of the Common Stock owned of record, as of the close of business on February 23,
2009. On that date, the Company had outstanding 13,985,474 shares of the Common
Stock; 1,718,274 of such shares were held by Simmons First Trust Company
("SFTC"), in a fiduciary capacity, of which 99,225 shares will not be voted at
the meeting. Hence, 13,886,249 shares will be deemed outstanding and entitled to
vote at the meeting.

All actions requiring a vote of the shareholders must be taken at a
meeting in which a quorum is present in person or by proxy. A quorum consists of
a majority of the outstanding shares entitled to vote upon a matter. With
respect to each proposal subject to a shareholder vote, other than the election
of directors, approval requires that the votes cast for the proposal exceed the
votes cast against it. The election of directors will be approved, if each
director nominee receives a plurality of the votes cast. All proxies submitted
will be tabulated by SFTC.

With respect to the election of directors, a shareholder may withhold
authority to vote for all nominees by checking the box "withhold authority for
all nominees" on the enclosed proxy or may withhold authority to vote for any
nominee or nominees by checking the box "withhold authority for certain
nominees" and lining through the name of such nominee or nominees for whom the
authority to vote is withheld as it appears on the enclosed proxy. The enclosed
proxy also provides a method for shareholders to abstain from voting on each
other matter presented. By abstaining, shares will not be voted either for or
against the subject proposals, but will be counted for quorum purposes. While
there may be instances in which a shareholder may wish to abstain from voting on
any particular matter, the Board of Directors encourages all shareholders to
vote their shares in their best judgment and to participate in the voting
process to the fullest extent possible.

An abstention or a broker non-vote, (i.e., when a shareholder does not
grant his or her broker authority to vote his or her shares on non-routine
matters) will have no effect on any item to be voted upon by the shareholders.

In the event a shareholder executes the proxy but does not mark the
ballot to vote (or abstain) on any one or more of the proposals, the proxy will
be voted "For" such proposals. Further, if any matter, other than the matters
shown on the proxy, is properly presented at the meeting which may be acted upon
without special notice under Arkansas law, the proxy solicited hereby confers
discretionary authority to the named proxies to vote in their sole discretion
with respect to such matters, as well as other matters incident to the conduct
of the meeting. On the date of the mailing of this Proxy Statement, the Board of
Directors has no knowledge of any such other matter which will come before the
meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth all persons known to management who own,
beneficially or of record, more than 5% of the outstanding Common Stock, the
number of shares owned by the named Executive Officers in the Summary
Compensation Table and by all Directors and Executive Officers as a group.

Name and Address of Beneficial Owner Shares Owned Beneficially [a] Percent of Class
------------------------------------- ----------------------------- ----------------

Simmons First National Corporation
Employee Stock Ownership Trust [b] 1,051,022 7.57%
501 Main Street
Pine Bluff, AR 71601
J. Thomas May [c] 194,010 1.40%
Robert A. Fehlman [d] 25,672 *
David L. Bartlett [e] 27,565 *
Marty D. Casteel [f] 24,534 *
Robert C. Dill [g] 64,538 *
All directors and officers as a group (13 persons) 429,551 3.09%
-------------------------
* The shares beneficially owned represent less than 1% of the
outstanding common shares.

[a] Under the applicable rules, "beneficial ownership" of a security means,
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing voting power, which includes
the power to vote or to direct the voting of such security, or investment
power, which includes the power to dispose of or to direct the disposition
of such security. Unless otherwise indicated, each beneficial owner named
has sole voting and investment power with respect to the shares identified.
[b] The Simmons First National Corporation Employee Stock Ownership Plan
("ESOP") purchases, holds and disposes of shares of the Company's stock.
The Nominating, Compensation and Corporate Governance Committee ("NCCGC")
and the Chief Executive Officer, pursuant to delegation of authority from
the NCCGC, directs the trustees of the ESOP trust concerning when, how many
and upon what terms to purchase or dispose of such shares, other than by
distribution under the ESOP. Shares held by the ESOP may be voted only in
accordance with the written instructions of the plan participants, who are
all employees or former employees of the Company and its subsidiaries.
[c] Mr. May owned of record 161,679 shares; 19,506 shares were held in his IRA
accounts; 1,255 shares were owned by his wife; 3,183 shares are owned by
his stepson; 8,387 shares are held in his fully vested account in the ESOP.
[d] Mr. Fehlman owned of record 6,567 shares; 4,486 shares were held in his
fully vested account in the ESOP; 147 shares were held in the employee
stock purchase plan and 14,472 shares were deemed held through exercisable
stock options.
[e] Mr. Bartlett owned of record 5,789 shares; 13,040 shares were owned in the
Bartlett Family Trust; 648 shares were held in his fully vested account in
the ESOP and 8,088 shares were deemed held through exercisable stock
options.
[f] Mr. Casteel owned of record 3,719 shares; 3,414 shares were owned jointly
with his wife; 7,402 shares were held in his fully vested account in the
ESOP; 239 shares were held in the employee stock purchase plan and 9,760
shares were deemed held through exercisable stock options.
[g] Mr. Dill owned of record 22,267 shares; 102 shares were owned jointly with
his spouse; 4,368 in his IRA; 24,171 shares in his fully vested account in
the ESOP and 13,630 shares were deemed held through exercisable stock
options.

ELECTION OF DIRECTORS

The Board of Directors of the Company recommends that the number of
directors to be elected at the meeting be fixed at nine (9) and that the persons
named below be elected as such directors, to serve until the next annual meeting
of the shareholders and until their successors are duly elected and qualified.
Each of the persons named below is presently serving as a director of the
Company for a term which ends on April 21, 2009, or such other date upon which a
successor is duly elected and qualified. The Board has determined that each of
the nominees for director, except J. Thomas May, satisfy the requirements to be
an independent director as set forth in the listing standards of NASDAQ.

The proxies hereby solicited will be voted for the election of the
nominees shown below, unless otherwise designated in the proxy. If at the time
of the meeting any of the nominees should be unable or unwilling to serve, the
discretionary authority granted in the proxy will be exercised to vote for the
election of a substitute or substitutes. Management has no reason to believe
that any substitute nominee or nominees will be required.

The table below sets forth the name, age, principal occupation or
employment during the last five years, prior service as a director of the
Company, the number of shares and percentage of the outstanding Common Stock
beneficially owned, with respect to each director and nominee proposed, as
reported by each nominee:

Principal Director Shares Percent
Name Age Occupation [a] Since Owned [b] of Class
---- --- -------------- ----- --------- --------

William E. Clark, II 39 Chairman and CEO, 2008 325 *
Clark Contractors, LLC
(Construction)

Steven A. Cosse' 61 Executive Vice President 2004 5,365 [c] *
and General Counsel,
Murphy Oil Corporation

Edward Drilling 53 Arkansas President, AT&T Corp. 2008 325 *

George A. Makris, Jr. 52 President, M. K. 1997 28,700 [d] *
Distributors, Inc.
(Beverage Distributor)

J. Thomas May 62 Chairman and Chief Executive 1987 194,070 [e] 1.40%
Officer of the Company;
Chairman and Chief Executive
Officer of Simmons First
National Bank

W. Scott McGeorge 65 President, Pine Bluff 2005 40,870 [f] *
Sand and Gravel Company

Stanley E. Reed 57 Farmer 2007 6,825 [g] *

Harry L. Ryburn 73 Orthodontist (retired) 1976 7,097 [h] *

Robert L. Shoptaw 62 Retired Executive, Arkansas 2006 3,725 [i] *
Blue Cross and Blue Shield

------------------
* The shares beneficially owned represent less than 1% of the outstanding common
shares.
[a] All persons have been engaged in the occupation listed for at least five
years.
[b] "Beneficial ownership" of a security means, directly or indirectly,
through any contract, relationship, arrangement, undertaking or otherwise,
having or sharing voting power, which includes the power to vote or to
direct the voting of such security, or investment power, which includes
the power to dispose or to direct the disposition of such security. Unless
otherwise indicated, each beneficial owner named has sole voting and
investment power with respect to the shares identified.
[c] Mr. Cosse' owned 3,365 shares jointly with his spouse and 2,000 shares are
deemed held through exercisable stock options.
[d] Mr. Makris owned 8,400 shares jointly with his wife; 16,300 shares are
held by his children; 2,000 shares are held in trusts for his adult
siblings of which Mr. Makris is the trustee and 2,000 shares are deemed
held through exercisable stock options.
[e] Mr. May owned of record 161,679 shares; 19,506 shares were held in his IRA
accounts; 1,255 shares were owned by his wife; 3,183 shares are owned by
his stepson; 8,387 shares are held in his fully vested account in the
ESOP.
[f] Mr. McGeorge owned of record 38,446 shares; 424 shares were owned by his
spouse; and 2,000 shares are deemed held through exercisable stock
options.

[g] Mr. Reed owned of record 325 shares; 500 shares were held jointly with his
wife; 5,000 shares are held in his IRA; and 1,000 shares are deemed held
through exercisable stock options.
[h] Dr. Ryburn and his wife are general partners in a family limited
partnership which owns 123,624 shares of which 2,472 shares held by the
partnership are attributable to Dr. Ryburn; 500 shares are held jointly by
Dr. Ryburn and his wife;125 shares are held by Greenback Investment Club
which are attributable to Dr. Ryburn and 4,000 shares are deemed held
through exercisable stock options.
[i] Mr. Shoptaw owned of record 325 shares; 2,400 shares were held in his IRA
and 1,000 shares are deemed held through exercisable stock options.

Committees and Related Matters

During 2008, the Board of Directors of the Company maintained and
utilized the following committees: Executive Committee, Audit & Security
Committee and Nominating, Compensation and Corporate Governance Committee.

During 2008, the Audit & Security Committee was composed of William E.
Clark, II, George A. Makris, Jr., Stanley E. Reed, Harry L. Ryburn and W. Scott
McGeorge. This committee provides assistance to the Board in fulfilling its
responsibilities concerning accounting and reporting practices, by regularly
reviewing the adequacy of the internal and external auditors, the disclosure of
the financial affairs of the Company and its subsidiaries, the control systems
of management and internal accounting controls. During 2008, this committee met
16 times.

The Nominating, Compensation and Corporate Governance Committee was
composed of Harry L. Ryburn (Chairman), William E. Clark, II, Steven A. Cosse',
Edward Drilling, George A. Makris, Jr., W. Scott McGeorge and Stanley E. Reed.
During 2008, the Nominating, Compensation and Corporate Governance Committee met
7 times.

The Company encourages all board members to attend the annual meeting.
Historically, the directors of the Company and its subsidiaries are introduced
and acknowledged at the annual meeting. All of the directors who stood for
election at the 2008 annual meeting, attended the Company's 2008 annual meeting.

The Board of Directors of the Company met 9 times during 2008,
including regular and special meetings. No director attended fewer than 75% of
the aggregate of all meetings of the Board of Directors and of all committees on
which such director served, except William E. Clark, II, who attended 63% of
such meetings.

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 transactions with
other persons 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.

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.

Policies and Procedures for Approval of Related Party Transactions

Related party transactions may present potential or actual conflicts of
interest and create the appearance that Company decisions are based on
considerations other than the best interests of the Company and its
shareholders.

Management carefully reviews all proposed related party transactions,
other than routine banking transactions, to determine if the transaction is on
terms comparable to terms that could be obtained in an arms'-length transaction
with an unrelated third party. Management reports to the Executive Committee and
then to the Board of Directors on all proposed material related party
transactions. Upon the presentation of a proposed related party transaction to
the Executive Committee or the Board, the related party is excused from
participation in discussion and voting on the matter.

Communication with Directors

Shareholders may communicate directly with the Board of Directors of
the Company by sending correspondence to the address shown below. If the
shareholder desires to communicate with a specific director, the correspondence
should be addressed to such director. Any such correspondence addressed to the
Board of Directors will be forwarded to the Chairman of the Board for review.
The receipt of the correspondence and the nature of its content will be reported
at the next Board meeting and appropriate action, if any, will be taken.
Correspondence addressed to a specific director will be delivered to such
director promptly after receipt by the Company. Each such director shall review
the correspondence received and, if appropriate, report the receipt of the
correspondence and the nature of its content to the Board of Directors at its
next meeting, so that the appropriate action, if any, may be taken.

Correspondence should be addressed to:

Simmons First National Corporation
Board of Directors
Attention: (Chairman or Specific Director)
P. O. Box 7009 Pine Bluff, Arkansas 71611

NOMINATING, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE

During 2008, the Nominating, Compensation and Corporate Governance
Committee ("NCCGC") was composed of Harry L. Ryburn (Chairman), William E.
Clark, II, Steven A. Cosse', Edward Drilling, George A. Makris, Jr., W. Scott
McGeorge and Stanley E. Reed, all of whom are independent in accordance with the
NASDAQ listing standards. The primary function of the NCCGC regarding
nominations is to identify and recommend individuals to be presented for
election or re-election as Directors.

Director Nominations and Qualifications

The Board of Directors has not adopted a charter for the NCCGC, but has
adopted by resolution certain corporate governance principles and procedures
regarding nominations and criteria for proposing or recommending proposed
nominees for election and re-election to the Board of Directors. The Board of
Directors is responsible for recommending nominees for directors to the
shareholders for election at the annual meeting. The Board has delegated the
identification and evaluation of proposed nominees to the NCCGC, a committee of
independent directors. The identification and evaluation of potential directors
is a continuing responsibility of the committee. The committee has not retained
any third party to assist it in identifying candidates. A proposed director may
be recommended to the Board at any time, however, a proposed nominee for
director to be elected at the annual meeting must be presented to the Board of
Directors for consideration no later than December 31 of the year immediately
preceding such annual meeting.

The NCCGC has not set any minimum qualifications for a proposed nominee
to be eligible for recommendation to be elected as a director. The corporate
governance principles provide that the NCCGC shall consider the following
criteria in evaluating proposed nominees for director:

* Location of residence and business interests * Type of business interests
* Age * Knowledge of financial services
* Community involvement * High leadership profile
* Ability to fit with the Company's corporate culture * Equity ownership in the Company

There is no specified order or weighting of the foregoing criteria. The
NCCGC will attempt to seek geographic diversity of residence of the future
nominees.

Nominations from Shareholders

The NCCGC will consider nominees for the Board of Directors recommended
by shareholders with respect to elections to be held at an annual meeting. In
order for the NCCGC to consider recommending a shareholder proposed nominee for
election at the annual meeting, the shareholder proposing the nomination must
provide notice of the intention to nominate a director in sufficient time for
the consideration and action by the NCCGC. While no specific deadline has been
set for notice of such nominations, notice provided to the NCCGC by a
shareholder on or before the deadline for submission of shareholder proposals
for the next annual meeting (November 13, 2009 for the 2010 meeting) should
provide adequate time for consideration and action by the NCCGC prior to the
December 31 deadline for reporting proposed nominations to the Board of
Directors. Proposed nominations submitted after such date will be considered by
the NCCGC, but no assurance can be made that such consideration will be
completed and committee action taken by the NCCGC in time for inclusion of the
proposed director in the proxy solicitation for the next annual meeting.

The notice of a shareholder's intention to nominate a director must
include:

o information regarding the shareholder making the nomination,
including name, address and number of shares of SFNC that are
beneficially owned by the shareholder;

o a representation that the shareholder is entitled to vote at the
meeting at which directors will be elected, and that the shareholder
intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice;

o the name and address of the person or persons being nominated and
such other information regarding each nominated person that would be
required in a proxy statement filed pursuant to the SEC's proxy
rules if the person had been nominated for election by the Board of
Directors;

o a description of any arrangements or understandings between the
shareholder and such nominee and any other persons (including their
names), pursuant to which the nomination is made; and

o the consent of each such nominee to serve as a director, if elected.

The Chairman of the Board, other directors and executive officers may
also recommend director nominees to the NCCGC. The committee will evaluate
nominees recommended by shareholders against the same criteria, described above,
used to evaluate other nominees.

Compensation Committee Interlocks and Insider Participation

During 2008, the NCCGC was composed of Harry L. Ryburn (Chairman),
William E. Clark, II, Steven A. Cosse', Edward Drilling, George A. Makris, Jr.,
W. Scott McGeorge and Stanley E. Reed. None of the committee members were
employed as officers or employees of the Company during 2008.

During 2006, J. Thomas May served on the Compensation Committee of the
Board of Directors of Arkansas Blue Cross and Blue Shield ("ABCBS"), a mutual
insurance company. Mr. Robert L. Shoptaw, who then served as the chief executive
officer of ABCBS, was elected to the Board of Directors of the Company during
2006. Mr. May has since resigned from the Arkansas Blue Cross and Blue Shield
Compensation Committee, but continues to serve on the Board of Directors of
ABCBS. Mr. Shoptaw retired from ABCBS on December 31, 2008, but still serves on
the ABCBS Board of Directors.

NCCGC Processes and Procedures

Decisions regarding the compensation of the executives are made by the
NCCGC. Specifically, the NCCGC has strategic and administrative responsibility
for a broad range of issues, including the Company's compensation program to
compensate key management employees effectively and in a manner consistent with
the Company's stated compensation strategy and the requirements of the
appropriate regulatory bodies. The Board appoints each member of the NCCGC and
has determined that each is an independent director.

The NCCGC oversees the administration of executive compensation plans,
including the design, performance measures and award opportunities for the
executive incentive programs, and certain employee benefits, subject to final
action by the Board of Directors in certain cases.

During the first quarter of each calendar year, the NCCGC makes a
specific review focusing on performance and awards for the most recently
completed fiscal year and the completion of the process of setting the
performance goals for the incentive compensation programs for the current year.

To assist in meeting the objectives outlined above, the Company has
retained Amalfi Consulting, LLC, a nationally known compensation and benefits
consulting firm, to advise the NCCGC on a regular basis on the compensation and
benefit programs. The Company engaged the consultant to provide general
compensation consulting services, including executive compensation. In addition,
the consultant performs special executive compensation projects and consulting
services from time to time as requested by the NCCGC.

The Board of Directors, upon approval and recommendation from the
NCCGC, determines and approves all compensation and awards to the CEO and other
executives. The NCCGC reviews the performance and compensation of the CEO. The
CEO reviews the performance and compensation of the other executive officers,
including the other named executive officers and reports any significant issues
or deficiencies to the NCCGC. The CEO and members of the Company's Human
Resources Group assist in such reviews. The CEO and the Human Resources Group,
at least annually, review the unified compensation classification program of the
Company which determines the compensation of all salaried employees of the
Company and its affiliates, including other named executives. The Company's
compensation program is based in part on market data provided by the
compensation consultant. The NCCGC and the Board also act upon the proposed
grants of stock-based compensation prepared by the CEO for other executives.
Presently, the consultant's role is to support such reviews by providing data
regarding market practices and making specific recommendations for changes to
plan designs and policies consistent with the Company's stated philosophies and
objectives.

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 the peer group specifically. It makes specific compensation decisions
and grants based on such data, Company performance and individual performance
and circumstances. With regard to formula-based incentives, the NCCGC sets
performance targets using management's internal business plan, industry and
market conditions and other factors.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This section is a discussion of certain aspects of the Company's
compensation program as it pertains to the principal executive officer, the
principal financial officer and the three other most highly-compensated
executive officers during 2008. These five persons are referred throughout as
the "named executive officers." This discussion focuses on compensation and
practices relating to the Company's most recently completed fiscal year and
changes to such compensation and practices going forward.

The Company believes that the performance of each of the named
executive officers has the potential to impact the profitability of the Company,
in both the short-term and long-term. Therefore, the Company places significant
emphasis on the design and administration of its executive compensation program.

Executive Compensation Philosophy

The Company seeks to provide an executive compensation package that is
significantly connected to the Company's overall financial performance, the
increase in shareholder value, the success of the business entity directly
affected by the executive's performance and the performance of the individual
executive. The main principles of this strategy include the following:
o Salaries for associates and executives should be comparable to peer
banking organizations.
o Compensation programs should provide an incentive to increase
individual performance.
o Increased compensation is earned through an individual's increased
contribution.
o Total compensation opportunity should be comparable to that
available at peer banking organizations when Company performance is
good.

Objectives of Executive Compensation

The objectives of the executive compensation program are to:

(1) attract and retain highly efficient and competent executive
leadership,
(2) encourage a high level of performance from the individual
executive,
(3) align compensation incentives with the performance of the business
entity most directly impacted by the executive's leadership and
performance,
(4) enhance shareholder value, and
(5) improve the overall performance of the Company.

The Nominating, Compensation and Corporate Governance Committee ("NCCGC")
strives to meet these objectives while maintaining market competitive
compensation levels and ensuring that the Company makes efficient use of its
shares and has predictable expense recognition.

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 states contiguous to
Arkansas or in states contiguous to states contiguous to Arkansas as its peer
group for compensation. In 2008, the members of the peer group remained the same
(except for one institution that was acquired) but the asset range has now
changed to $1 to $5 billion. This geographic area allows a peer group consisting
of 20 banking organizations. In the NCCGC's view, this peer group competes
directly with the Company for executive talent and are of similar size and have
similar numbers of employees, product offerings and geographic scope. However,
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.

Decisions Regarding Composition of Total Direct Compensation

The Company's executive compensation program provides a mix of separate
components that seek to align the executive's incentives with increasing
shareholder value. The Company's executive incentive compensation program
includes both equity and non-equity incentive compensation. The Company has
established target allocations of equity incentive and non-equity incentive
compensation for executive officers. For the CEO, the NCCGC has set a target
allocation of potential non-equity incentive compensation at 75% of salary. For
the executive officers other than the CEO, the NCCGC has set targets for
potential non-equity incentive compensation based upon the executive's salary
classification ranging from 20% to 45% of salary. Additionally, the NCCGC has
set a target for annual grants of equity incentives for executive officers other
than the CEO. The target for annual grants of equity incentive compensation is
for a number of shares equal to the executive's salary times the participation
factor divided by the stock price. The participation factor is based upon the
executive's salary classification and ranges from 5% to 45%. For subsidiary bank
chief executive officers and Company executives designated as executive vice
presidents or above, such executives receive 25% of the target for annual grants
regardless of performance. When performance goals are achieved at the threshold
level or above, the annual grants for equity incentive compensation to such
executives will be 50% of target, consisting of restricted stock awards and/or
stock options as specified by the NCCGC. The NCCGC set the foregoing targets
above the historic levels of equity and non-equity incentive compensation and
anticipates increasing the incentive compensation to these levels over a one to
two year transition period. In light of the current turmoil in the banking
industry and the market for stock of banking organizations, the NCCGC is
considering changing the allocation of these awards between restricted stock and
stock options to reduce the number of options granted and increase the number of
restricted shares. In the current market conditions, options which rely solely
upon stock appreciation for value, may not be as effective as an incentive as
when market conditions are more stable.

For 2008, the compensation of the named executive officers was
allocated as follows:

Base Salaries: ranges from approximately 74% to 85% of total direct
compensation Non-equity incentives: ranges from approximately 3% to 4%
of total direct compensation Equity incentives: ranges from
approximately 13% to 22% of total direct compensation

"Total direct compensation" means base salaries plus bonus plus non-equity and
equity incentive compensation. The foregoing percentages are based on the full
grant date fair value of annual compensation (calculated in accordance with FAS
123(R)). These amounts differ from the amounts included in the Summary
Compensation Table under the columns "Stock Awards," "Option Awards" and
"Total," which were calculated in accordance with SEC regulations and which
include expenses related to awards for prior years. Please refer to the
discussion of FAS 123(R) which precedes the 2008 Summary Compensation Table,
below.

The Company emphasizes market practices in the design and
administration of its executive compensation program. The NCCGC's philosophy is
that incentive pay should constitute a significant component of total direct
compensation. The executive compensation program utilizes stock options and
restricted stock. Historically, the NCCGC has chosen to emphasize stock options
more than restricted stock in the equity incentive program for the named
executive officers; however, going forward, the NCCGC will rely on stock options
and restricted stock in equal amounts unless threshold performance goals are not
met, in which case any equity incentives granted will be in the form of stock
options. Stock options require stock price appreciation for the executive to
realize a compensation benefit. Equity incentive performance measures should
promote shareholder return and earnings growth, and the plan design should be
based upon a direct connection between performance measures, the participant's
ability to influence such measures and the award levels.

Corporate and Individual Performance Measures

The Company uses the Executive Incentive Plan, which is referred to as
EIP, to reward both the achievement of corporate performance measures, such as
the attainment of corporate financial goals, as well as individual performance
measures. In 2008, the Company adopted the Simmons First National Corporation
Long Term Incentive Program to reward senior executive officers chosen by the
NCCGC for the achievement of specified corporate performance factors over a
three year period that started on January 1, 2008.

Executive Compensation Program Overview

The four primary components of the executive compensation program are:

o base salary and bonus,
o non-equity incentives,
o equity incentives, and
o 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.

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.

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 the 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. 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:

o support strategic business objectives,
o promote the attainment of specific financial goals for the Company
and the executive,
o reward achievement of specific performance objectives, and
o encourage teamwork.

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:

o the executive's level of participation;
o the goals set for the Company;
o the payout amounts established by the NCCGC which correspond to
threshold, target and maximum levels of performance; and
o the NCCGC's determination of the extent to which the goals were met.

For 2008, the Company based the EIP corporate performance on earnings
per share (90%) and corporate strategic factors (10%). The NCCGC determined that
for 2008 the Company did not achieve the Company's earnings per share threshold
measure. Even though that portion of the award (90%) based upon earnings per
share is not payable, the participant may still earn a substantially reduced EIP
award based upon the satisfaction of only the corporate strategic factors. For
2009, the Company will base EIP awards on the Company's earnings per share
(40%), the performance of the Company's affiliates (35%) and the Company's other
strategic initiatives (25%).

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. Minimum award or
performance measure targets are set at the prior year's earnings per share.

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.

In addition to the EIP, in 2008 the Company adopted the Simmons First
National Corporation Long Term Incentive Plan, which is referred to as the LTIP.
Pursuant to the LTIP, the Company may grant awards of cash and stock to
participants in the LTIP having a value not to exceed 65% of the participant's
base salary. Awards granted under the LTIP are divided equally between cash and
stock. The NCCGC administers the LTIP and granted awards under the LTIP to Mr.
May, Mr. Fehlman, Mr. Bartlett and Mr. Casteel in 2008. Pursuant to these
awards, each executive will receive up to 65% of the amount of his base salary
for 2008 in equal parts cash and stock if the awards become fully vested. Awards
granted under the LTIP will vest based on the Company's performance compared to
a peer group consisting of publicly traded banking organizations with assets
between $2 billion and $4 billion which are located in states contiguous to
Arkansas or in states contiguous to states contiguous to Arkansas. The
performance period is the three year period starting on January 1, 2008. The
performance criteria to be used to determine whether the awards vest are "Core
Deposit Growth," "Total Revenue Growth" and "Earnings per Share Growth." Each
award is divided into three equal sub-grants that are matched to the three
performance criteria. If the threshold level for any one of the performance
criteria is not met at the end of the performance period, no vesting will occur
with respect to the sub-grant or sub-grants identified with such performance
criteria and the participant will forfeit all compensation set forth in such
sub-grant or sub-grants.

Vesting of each sub-grant can occur at four possible levels: threshold,
target, target plus, and maximum. If the Company's performance compared to peer
meets the threshold level for a given performance criteria, participants will
receive 30% of the cash and stock awarded pursuant to the related sub-grant. If
target level is attained, participants will receive 53.33% of the cash and stock
awarded pursuant the sub-grant. If target plus level is attained, participants
will receive 76.67% of the cash and stock awarded pursuant the sub-grant. If
maximum level is attained, participants will receive 100% of the cash and stock
awarded pursuant the sub-grant. Target and maximum vesting thresholds reflect
ambitious goals which can only be attained when business results are exceptional
and aspirational, respectively.

On February 23, 2009, the NCCGC and the Board terminated the LTIP plan.
In light of the restrictions on incentive based compensation in recently adopted
statutes and regulatory pronouncements, the Company has determined that the
elimination of the incentive based compensation under the LTIP is an appropriate
change. Further, the Company and the participants under the LTIP have agreed to
cancel and terminate the 2008 grants effective February 23, 2009. Accordingly,
the LTIP plan and all grants under the LTIP plan have been terminated.

3. Equity Incentives

The Company makes stock option 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 between the interests of executives and
shareholders and to recruit and retain qualified 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 date of grant. Accordingly, the
actual value an executive will realize is tied to appreciation in the stock
price and, therefore, is aligned with increased corporate performance and
shareholder returns.

The Company also utilizes restricted stock awards to executive
officers. 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 restricted
stock granted last year as well as the outstanding unvested grants from prior
years are reflected in the tables below.

During 2008, restricted stock and stock option grants were made under
the Simmons First National Corporation Executive Stock Incentive Plan - 2006,
which is administered by the NCCGC. The Company grants 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, the Company has decided to de-emphasize incentive stock
options and increase the use of non-qualified options and 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 circumstances the
desired grants would not qualify as incentive stock options or the NCCGC
determined that stock appreciation rights should be granted with the options.

Upon the advice of the Company's compensation consultant, the NCCGC has
decided to grant equity incentives to executives based on the Company's prior
year performance beginning in 2009. For subsidiary bank chief executive officers
and Company executives designated as executive vice presidents or above, such
executives receive 25% of the target for annual grants regardless of
performance. When performance goals are achieved at the threshold level or
above, the annual grants for equity incentive compensation to such executives
will be 50% of target, consisting of restricted stock awards and/or stock
options as specified by the NCCGC. By granting performance based equity
incentives, the Company will use equity incentives both as a short-term
incentive to encourage achievement of its annual performance goals and to create
a common economic interest between the interests of executives and shareholders.

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

For equity incentives granted in 2009 based on the Company's 2008
performance, criteria are as follows: the return on tangible assets (30%),
revenue growth (35%) and core deposit growth (35%).

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.

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 Company. The Company sponsors membership in
golf or social clubs for certain senior executives who have responsibility for
the entertainment of clients and prospective clients. Finally, the Company
encourages its executives to properly monitor the state of their health by
reimbursing the cost of an annual routine physical examination.

D. Post-Termination Compensation
-----------------------------

Deferred Compensation Arrangements The Company maintains 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."

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 business 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. The Company entered into technical amendments to
the CIC Agreements with members of senior management in 2008 to comply with
Section 409A of the Internal Revenue Code. The benefits provided under of the
CIC Agreements did not change as a result of the amendments.

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:

o 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);

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

o 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.

Other Guidelines and Procedures Affecting Executive Compensation

Stock-Based Compensation - Procedures Regarding NCCGC and Board
Approval The Board of Directors approves all grants of stock-based compensation
to the executives. Any proposed grants to the CEO are originated and approved by
the NCCGC and then submitted to the Board of Directors for approval. Grants to
the CEO may or may not occur simultaneous with grants to other executives.
Prospective grants of stock-based compensation to other executives are proposed
to the NCCGC by the CEO. The NCCGC considers, modifies, if necessary, and acts
upon the proposed grants. If approved, the proposed grants are then submitted to
the Board of Directors for consideration and approval.

Stock-Based Compensation Procedures - Regarding Timing and Pricing of
Awards The Company's policy is to make grants of equity-based compensation only
at current market prices. The exercise price of stock options are set at the
closing stock price on the day prior to the date of grant. The Company has
elected to use the prior day's closing price to provide certainty in the
designation of the option price upon the date the Board approves the grant. The
Company does not grant "in-the-money" options or options with exercise prices
below market value on the day prior to date of grant. The Company's policy is to
consider grants at scheduled meetings of the NCCGC and refer recommended grants
to the Board of Directors for approval and such grants are either effective on
the Board approval date or a specified future date. Further, historically the
Company has made the majority of such grants on the date of the May meeting of
the Board of Directors. Beginning with the 2009 grants which are based upon the
Company's results for 2008 under specified performance measures, the NCCGC
recommended and the Board approved such grants in February, 2009. The Company
may make grants at other times throughout the year, upon due approval of the
NCCGC and the Board, in connection with grants to the CEO or to other executives
in exceptional circumstances, such as the hiring, promotion or retention of an
executive officer or in connection with an acquisition transaction.

The Company attempts to schedule restricted stock award and stock
option grants at times when the market is not influenced by scheduled releases
of information. The Company does not time or plan the release of material,
non-public information for the purpose of affecting the value of executive
compensation.

Historically, the Company chose the May meeting of its Board of
Directors because it was the first meeting of the Board of Directors after the
annual meeting of shareholders at which the stock compensation plans were
approved. Prior to 2009, the Company had generally continued to follow this
schedule regardless of whether stock compensation plans are being presented for
approval at the annual shareholders meeting. With the introduction of
performance based grants in 2009, the Company has moved the date of the grants
to the first quarter of the year. Since the performance grants are based upon a
formula related to the prior year performance, the determination of the amount
of the proposed grants can be completed when the financial results for the prior
year are completed. Accordingly, the Company has determined that the approval
and issuance of the grants for the current year based upon last years
performance should be addressed in the first quarter, during the period when the
performance goals for the current year are being set. The grants are made at a
time when the Company's financial results have already become public, and there
is little potential for abuse of material, non-public information in connection
with stock or option grants. The influence of the Company's disclosures of
non-public information on the exercise price of these stock-based incentives is
minimized by utilizing NCCGC and/or Board meeting dates as grant dates and by
setting the vesting period at one year or longer. The Company follows the same
procedures regarding the timing of grants to its executive officers as it does
for all other participants.

Role of Executive Officers in Determining Executive Compensation The
NCCGC oversees the administration of executive compensation plans, including the
design, performance measures and award opportunities for the executive incentive
programs, and certain employee benefits, subject to final action by the Board of
Directors in certain cases. The Board of Directors, upon approval and
recommendation from the NCCGC, determines and approves all compensation and
awards, to the CEO and other executives. The NCCGC reviews the performance and
compensation of the CEO. The CEO reviews the performance and compensation of the
other executive officers, including the other named executive officers, and
reports any significant issues or deficiencies to the NCCGC. The members of the
Company's Human Resources Group assist in such reviews. The CEO and the Human
Resources Group, at least annually, review the unified compensation
classification program of the Company which determines the compensation of all
salaried employees of the Company and its affiliates, including other
executives. The Company's compensation program is based in part on market data
provided by the compensation consultant. Executive officers do not otherwise
determine or make recommendations regarding the amount or form of executive or
director compensation.

Adjustments to Incentive Compensation as a Result of Financial
Statement Restatements The NCCGC's policy is to consider adjusting future awards
or recovering past awards in the event of a material restatement of the
Company's financial results. If, in the exercise of its business judgment, the
NCCGC believes that it is in the best interests of the Company and its
shareholders to do so, it will seek recovery or cancellation of any bonus or
incentive payments made to an executive on the basis of having met or exceeded
performance targets during a period of fraudulent activity or a material
misstatement of financial results where the NCCGC determines that such recovery
or cancellation is appropriate due to intentional misconduct by the executive
officer that resulted in such performance targets being achieved which would not
have been achieved absent such misconduct.

Share Ownership Guidelines The Company encourages directors and
executive officers to be shareholders. The Company believes that share ownership
by directors and executives is a contributing factor to enhanced long-term
corporate performance. Although the directors and executive officers already
have a significant equity stake in the Company (as reflected in the beneficial
ownership information contained in this Proxy Statement), the Company has
adopted a share ownership policy for directors.

Members of the Board of Directors are required to own at least 200
shares of the Company's common stock. Directors are allowed a reasonable period
of time in which to meet this requirement, measured from the date of their
election to the Board. Additionally, all executive officers are encouraged to
retain as a long term investment, a substantial portion of the shares acquired
through the Company's stock based incentive plans.

Participation in the Troubled Asset Relief Program The Board of
Directors is considering participating in the Troubled Asset Relief Program
Capital Purchase Program (the "Program") established by the United States
Department of Treasury (the "Treasury") pursuant to the terms of the Emergency
Economic Stabilization Act of 2008. The Treasury has approved an investment in
the Company of up to approximately $60 million. If the Board decides to accept
an investment from the Treasury, the Company will be subject to certain
executive compensation and corporate governance limitations. The Company will
need to modify or terminate all benefit plans or compensation arrangements to
eliminate any provisions that would not be in compliance with the Emergency
Economic Stabilization Act of 2008 and the American Recovery and Reinvestment
Act of 2009 ("Acts"). In general, the Company would need to (i) ensure that the
compensation programs covering senior executive officers do not encourage
unnecessary and excessive risks, (ii) add "clawback" provisions to the incentive
compensation programs for senior executive officers whose awards are based on
criteria, such as net income, that are later proven to be materially inaccurate,
(iii) terminate or modify certain golden parachute arrangements with its senior
executive officers and certain other highly paid officers and (iv) terminate or
modify bonus or incentive compensation payable to certain highly paid officers.

In addition, any federal income tax deductions for compensation paid to
each senior executive officer in excess of $500,000 would be disallowed. For
purposes of the Program, the Company's "senior executive officers" are the named
executive officers. The Company's compensation consultant is evaluating the
Company's compensation and benefit programs and will advise the Company of any
necessary changes to its compensation plans to comply with the Acts. If the
Company chooses to participate in the Program, the senior executive officers and
the affected highly paid officers of the Company will enter into agreements with
the Company waiving or forfeiting any compensation which is not permitted under
the Acts and providing for "clawback" provisions to reimburse incentive
compensation paid based on financial data which is later proven to be materially
inaccurate. While the executive compensation limitations under the Program would
impact the named executive officers, particularly Mr. May, the NCCGC does not
believe that participation in the Program would have a significant effect on the
Company's ability to meet its executive compensation objectives or retain its
personnel.

Tax Considerations

It has been and continues to be the NCCGC's intent that all non-equity
incentive payments be deductible unless maintaining such deductibility would
undermine the Company's ability to meet its primary compensation objectives or
is otherwise not in its best interest. The Company also regularly analyzes the
tax effects of various forms of compensation and the potential for excise taxes
to be imposed on the executive officers which might have the effect of
frustrating the purpose(s) of such compensation. There are various provisions of
the Internal Revenue Code of 1986 ("Code") which are considered.

Section 162(m) Section 162(m) of the Code, as amended, provides that
compensation in excess of $1 million paid for any year to a corporation's chief
executive officer and the four other highest paid executive officers at the end
of such year will not be deductible for federal income tax purposes unless: (1)
the compensation qualifies as "performance-based compensation," and (2) the
company advised its shareholders of, and the shareholders have approved, the
material terms of the performance goals under which such compensation is paid.
Further, the Emergency Economic Stabilization Act of 2008 added Section
162(m)(5) to the Code which provides that compensation deductibility limit for
institutions which sell assets over $300,000,000 under the Troubled Asset Relief
Program reduced from $1,000,000 to $500,000 and the "performance-based
compensation" exception is disallowed for these institutions. The terms of the
Program require institutions participating in the Program to agree to comply
with Section 162(m)(5).

Sections 280G and 4999 The Company provides the named executive officers
with change in control agreements. Certain of the change in control agreements
provide for tax protection in the form of a gross up payments to reimburse the
executive for any excise tax under Code Section 4999 as well as any additional
income and employment taxes resulting from such reimbursement. Code Section 4999
imposes a 20% non-deductible excise tax on the recipient of an "excess parachute
payment" and Code Section 280G disallows the tax deduction to the payor of any
amount of an excess parachute payment that is contingent on a change in control.
A payment as a result of a change in control must exceed three times the
executive's base amount in order to be considered an excess parachute payment,
and then the excise tax is imposed on the parachute payments that exceed the
executive's base amount. The intent of the tax gross-up is to provide a benefit
without a tax penalty to the executives who are displaced in the event of a
change in control. The Company believes the provision of tax protection for
excess parachute payments for certain of its executive officers is consistent
with the historic market practice within the banking industry, is a valuable
incentive in retaining executives and is consistent with the objectives of the
Company's overall executive compensation program.

Section 409A Amounts deferred under the non-qualified deferred compensation
programs after December 31, 2004 are subject to Code Section 409A, which governs
when elections for deferrals of compensation may be made, the form and timing
permitted for payment of such deferred amounts and the ability to change the
form and timing of payments initially established. Section 409A imposes
sanctions for failure to comply, including accelerated income inclusion, a 20%
penalty and an interest penalty. The Company has made amendments to its
non-qualified deferred compensation plans to comply with Section 409A and
continues to operate the plans in good faith compliance with Section 409A and
the regulations thereunder.

Summary

In summary, the Company believes this mix of salary, formula based cash
incentives for both short-term and long-term performance and the stock-based
compensation motivates the Company's management team to produce strong returns
for shareholders. Further, in the view of the NCCGC, the overall compensation
program appropriately balances the interests and needs of the Company in
operating its business with appropriate employee rewards based on enhancing
shareholder value.

Report of the NCCGC on the Compensation Discussion and Analysis

The NCCGC reviewed and discussed the Compensation Discussion and Analysis
included in this Proxy Statement with management. Based on such review and
discussion, the NCCGC recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement for
filing with the Securities and Exchange Commission.

Submitted by the Nominating, Compensation and Corporate Governance Committee of
the Company's Board of Directors.

Harry L. Ryburn, Chairman Steven A. Cosse' George A. Makris, Jr.
W. Scott McGeorge Stanley E. Reed Edward Drilling
William E. Clark, II Robert L. Shoptaw

SUMMARY OF COMPENSATION AND OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS

Overview. The following sections provide a summary of cash and certain
other amounts paid for the year ended December 31, 2008 to the named executive
officers. Except where noted, the information in the Summary Compensation Table
generally pertains to compensation to the named executive officers for the year
ended December 31, 2008. The compensation disclosed below is presented in
accordance with SEC regulations. According to those regulations, the Company is
required in some cases to include:

o amounts paid in previous years;
o amounts that may be paid in future years, including amounts that will
be paid only upon the occurrence of certain events, such as a change
in control of the Company;
o amounts paid to the named executive officers which might not be
considered "compensation" (for example, distributions of deferred
compensation earned in prior years, and at-market earnings, dividends
or interest on such amounts);
o an assumed value for share-based compensation equal to the fair value
of the grant as presumed under accounting regulations, even though
such value presumes the option will not be forfeited or exercised
before the end of its 10-year life, and even though the actual
realization of cash from the award depends on whether the stock price
appreciates above its price on the date of grant, whether the
executive will continue his employment with the Company and when the
executive chooses to exercise the option; and
o the increase in present value of future pension payments, even though
such increase is not cash compensation paid this year and even though
the actual pension benefits will depend upon a number of factors,
including when the executive retires, his compensation at retirement
and in some cases the number of years the executive lives following
his retirement.

Therefore, you are encouraged to read the following tables closely. The
narratives preceding the tables and the footnotes accompanying each table are
important parts of each table. Also, you are encouraged to read this section in
conjunction with the discussion above at "Compensation Discussion and Analysis."

2008 SUMMARY COMPENSATION TABLE

The following table provides information concerning the compensation of the
named executive officers for 2006, 2007 and 2008, the most recently completed
fiscal year.

The column "Salary" discloses the amount of base salary paid to the named
executive officer during each year. The column "Bonus" discloses amounts paid to
named executive officers as discretionary bonuses. In the columns "Stock Awards"
and "Option Awards," SEC regulations require the disclosure of the award of
stock or options measured in dollars and calculated in accordance with FAS
123(R). For restricted stock, the FAS 123(R) fair value per share is equal to
the closing price of the stock on the date of grant. For stock options, the FAS
123(R) fair value per share is based on certain assumptions which are explained
in footnote 10 to the Company's financial statements which are included in the
annual report on Form 10-K. Such expense is disclosed ratably over the vesting
period but without reduction for assumed forfeitures (as is done for financial
reporting purposes). The amounts shown in the 2008 Summary Compensation Table
also include a ratable portion of each grant made in prior years to the extent
the vesting period fell in 2008 (except where generally accepted accounting
principles ("GAAP") required the Company to recognize the full amount in a prior
year). Please also refer to the second table in this Proxy Statement, "Grants of
Plan-Based Awards."

For certain executives, this column includes a portion of the expense
attributable to restricted stock grants made in prior years. Restricted stock
awards typically vest in equal installments over five years from the date of
grant. Awards are conditioned on the participant's continued employment with the
Company, but may have additional restrictions, including performance conditions.
Restricted stock allows the participant to vote and receive dividends prior to
vesting.

The column "Non-Equity Incentive Plan Compensation" discloses the dollar
value of all earnings for services performed during the fiscal year pursuant to
awards under non-equity incentive plans, including the EIP. Whether an award is
included with respect to any particular fiscal year depends on whether the
relevant performance measure was satisfied during the fiscal year. For example,
the EIP awards are annual awards and the payments under those awards are made
based upon the achievement of financial results measured as of December 31 of
each fiscal year; accordingly, the amount reported for EIP corresponds to the
fiscal year for which the award was earned even though such payment was made
after the end of such fiscal year.

The column "Change in Pension Value and Nonqualified Deferred Compensation
Earnings," discloses the sum of the dollar value of (1) the aggregate change in
the actuarial present value of the named executive officers accumulated benefit
under all defined benefit and actuarial pension plans (including supplemental
plans) in effect during the indicated years; and (2) any above-market or
preferential earnings on nonqualified deferred compensation, including on
nonqualified defined contribution plans. The annual increase in the present
value of Mr. May's benefit under the May Plan and Mr. Bartlett's benefit under
the Bartlett Plan are disclosed in this column.

The column "All Other Compensation" discloses the sum of the dollar value
of:

o perquisites and other personal benefits, or property, unless the
aggregate amount of such compensation is less than $10,000;
o all "gross-ups" or other amounts reimbursed during the fiscal year for
the payment of taxes;
o amounts paid or which became due related to termination, severance or
a change in control, if any;
o the contributions to vested and unvested defined contribution plans;
and
o any life insurance premiums paid during the year for the benefit of a
named executive officer.

SUMMARY COMPENSATION TABLE

----------------------------------------------------------------------------------------------------------------------------------
Name Year Salary Bonus Stock Option Non- Change in All Total
and ($) ($) Awards Awards Equity Pension Other ($)
Principal ($) ($) Incentive Value and Compen-
Position Plan Nonqualified sation
Compen- Deferred ($) [a]
sation Compensation
($) Earnings
($)
----------------------------------------------------------------------------------------------------------------------------------

J. Thomas May, 2008 $474,285 $49,768 $184,560 $ 0 $ 28,993 $ 0 $ 28,286 $ 765,892
Chief Executive 2007 $450,110 $50,214 $164,880 $ 0 $257,358 $302,000 $ 35,931 $1,260,493
Officer 2006 $437,000 $44,596 $169,500 $ 0 $179,254 $373,022 $ 37,519 $1,240,891

Robert A. Fehlman, 2008 $200,000 $ 0 $ 14,568 $ 3,549 $ 8,775 $ 0 $ 31,024 $ 257,916
Chief Financial 2007 $175,374 $ 0 $ 5,618 $ 1,963 $ 40,355 $ 0 $ 28,248 $ 251,558
Officer 2006 $160,950 $ 0 $ 2,602 $ 1,565 $ 28,566 $ 0 $ 62,011 $ 255,694

David L. Bartlett, 2008 $282,288 $ 3,214 $ 24,217 $ 14,775 $ 14,862 $ 36,672 $ 23,711 $ 399,739
President and Chief 2007 $275,000 $ 0 $ 11,388 $ 12,237 $ 76,605 $ 33,701 $ 23,528 $ 432,459
Operating Officer 2006 $250,000 $ 0 $ 7,250 $ 11,798 $ 62,489 $ 30,938 $ 121,024 $ 483,499

Marty D. Casteel, 2008 $200,000 $ 0 $ 12,520 $ 2,588 $ 8,775 $ 0 $ 27,831 $ 251,714
Executive Vice 2007 $175,374 $ 0 $ 4,102 $ 1,002 $ 40,355 $ 0 $ 26,433 $ 247,266
President, 2006 $160,950 $ 0 $ 1,197 $ 604 $ 23,706 $ 0 $ 23,480 $ 209,937
Administration

Robert C. Dill, 2008 $163,072 $ 0 $ 5,015 $ 2,092 $ 5,247 $ 0 $ 24,127 $ 199,553
Executive Vice 2007 $143,743 $ 0 $ 2,922 $ 902 $ 20,993 $ 0 $ 24,974 $ 193,013
President 2006 $139,723 $ 0 $ 1,145 $ 0 $ 31,200 $ 0 $ 25,505 $ 197,245

---------------------
[a] This category includes perquisites and other benefits: For 2008 - for Mr.
May, contribution to the ESOP, $12,745, the Company's matching contribution
to the ss.401(k) Plan, $3,450, use of Company automobile, $ 1,208, life
insurance premiums, $510, country club dues, $2,725 and dividends paid on
unvested restricted shares, $7,648; for Mr. Fehlman, contribution to the
ESOP, $12,745, the Company's matching contribution to the ss.401(k) Plan,
$3,450, country club dues, $6,383, automobile allowance, $6,000, life
insurance premiums, $306 and dividends paid on unvested restricted shares,
$2,140; for Mr. Bartlett, contribution to the ESOP, $12,745, country club
dues, $5,526, personal use of company automobile, $830, life insurance
premiums, $298 and dividends paid on unvested restricted shares, $4,312;
for Mr. Casteel, contribution to the ESOP, $12,745, the Company's matching
contribution to the ss.401(k) Plan, $3,576, automobile allowance, $6,000,
country club dues, $3,240, life insurance premiums, $306 and dividends paid
on unvested restricted shares, $1,964; for Mr. Dill, contribution to the
ESOP, $11,450, the Company's matching contribution to the ss.401(k) Plan,
$3,100, automobile allowance, $6,000, country club dues, $2,210, life
insurance premiums, $303 and dividends paid on unvested restricted shares,
$1,064. For 2007 - for Mr. May, contribution to the ESOP, $12,692, the
Company's matching contribution to the ss.401(k) Plan, $3,375, use of
Company automobile, $2,746, life insurance premiums, $5,604, country club
dues, $3,234, and dividends paid on unvested restricted shares, $8,280; for
Mr. Fehlman, contribution to the ESOP, $11,964, the Company's matching
contribution to the ss.401(k) Plan, $3,181, country club dues, $5,896,
automobile allowance, $6,000, life insurance premiums, $141 and dividends
paid on unvested restricted shares, $1,066; for Mr. Bartlett, contribution
to the ESOP, $12,692, country club dues, $5,574, personal use of company
automobile, $795, life insurance premiums, $1,698 and dividends paid on
unvested restricted shares, $2,769; for Mr. Casteel, contribution to the
ESOP, $11,644, the Company's matching contribution to the ss.401(k) Plan,
$3,102, automobile allowance, $6,000, country club dues, $3,234, medical
cost for annual physical, $331, life insurance premiums, $1,197 and
dividends paid on unvested restricted shares, $905; for Mr. Dill,
contribution to the ESOP, $9,957, the Company's matching contribution to
the ss.401(k) Plan, $2,648, automobile allowance, $6,000, country club
dues, $5,504, and life insurance premiums, $344 and dividends paid on
unvested restricted shares, $521. For 2006 - for Mr. May, contribution to
the ESOP, $12,257, the Company's matching contribution to the ss.401(k)
Plan, $3,300, use of Company automobile, $4,507, life insurance premiums,
$3,648, country club dues, $2,977 and dividends paid on unvested restricted
shares, $10,830, for Mr. Fehlman, contribution to the ESOP, $12,257, the
Company's matching contribution to the ss.401(k) Plan, $3,300, country club
transfer fee and dues, $9,703, automobile allowance, $6,000, relocation and
moving expenses, $29,619, life insurance premiums, $506 and dividends paid
on unvested restricted shares, $626; for Mr. Bartlett, contribution to the
ESOP, $12,257, country club initiation fee and dues, $37,526, personal use
of company automobile and automobile allowance, $1,710, relocation and
moving expenses, $65,353, life insurance premiums, $2,158 and dividends
paid on unvested restricted shares, $2,021; for Mr. Casteel, contribution
to the ESOP, $10,836, the Company's matching contribution to the ss.401(k)
Plan, $2,917, automobile allowance, $6,000, country club dues, $2,313,
medical cost for annual physical, $159, life insurance premiums, $789 and
dividends paid on unvested restricted shares, $466; for Mr. Dill,
contribution to the ESOP, $10,094, the Company's matching contribution to
the ss.401(k) Plan, $2,715, automobile allowance, $6,000, country club
dues, $5,998, and life insurance premiums, $370 and dividends paid on
unvested restricted shares, $328.

2008 GRANTS OF PLAN-BASED AWARDS

This table discloses information concerning each grant of an award made to a
named executive officer in 2008. This includes EIP, stock option awards and
restricted stock awards under the Simmons First National Corporation Executive
Stock Incentive Plan - 2006 and the Simmons First National Corporation Long Term
Incentive Plan, each of which are discussed in greater detail in this Proxy
Statement under the caption "Compensation Discussion and Analysis." The
threshold, target and maximum columns reflect the range of estimated payouts
under the EIP and the LTIP. In the 7th and 8th columns, the number of shares of
common stock underlying options granted in the fiscal year and corresponding
per-share exercise prices are reported. In all cases, the exercise price was
equal to the closing market price of the common stock on the day prior to date
of grant. Finally, in the 9th column, the aggregate FAS 123(R) value of all
awards made in 2008 is reported; in contrast to how the amounts in the Summary
Compensation Table are presented, the amounts reported here are the aggregate
values without apportioning such amounts over the service or vesting period.

GRANTS OF PLAN-BASED AWARDS
------------------------------------------------------------------------------------------------------------------------
Name Grant Estimated Future Payouts Estimated Future Payouts All All Exercise Grant
Date Under Non-Equity Incentive Under Equity Incentive Other Other or Base Date
Plan Awards Plan Awards Stock Option Price of Fair
__________________________ ________________________ Awards: Awards: Option Value
Thresh- Target Maxi- Thresh- Target Maxi- Number Number Awards of
old ($) mum old (#) mum of of ($/Sh) Stock
($) ($) (#) (#) Shares Securities and
of Stock Under- Option
or Units lying Awards
(#) [a] Options ($)
(#) [a]
________________________________________________________________________________________________________________________

J. Thomas May

EIP 01-01-08 $ 173,264 $ 346,529 $462,038
LTIP [b][c] 03-24-08 $ 45,049 $ 80,086 $150,163 1,553 2,762 5,178 $150,163
Option Plan 05-29-08 3,750[d] $113,663

Robert A. Fehlman
EIP 01-01-08 $ 37,500 $ 75,000 $150,000
LTP [b][c] 03-24-08 $ 19,500 $ 34,666 $ 65,000 672 1,195 2,241 $ 65,000
Option Plan 05-29-08 860[e][f] 4,380[g] $ 30.31 $ 56,244

David L. Bartlett
EIP 01-01-08 $ 63,515 $ 127,030 $254,059
LTIP [b][c] 03-24-08 $ 27,523 $ 48,930 $ 91,744 949 1,687 3,164 $ 91,744
Option Plan 05-29-08 1,260[e][f] 6,420[h] $ 30.31 $ 82,425

Marty D. Casteel
EIP 01-01-08 $ 37,500 $ 75,000 $150,000
LTIP [b][c] 03-24-08 $ 19,500 $ 34,666 $ 65,000 672 1,195 2,241 $ 65,000
Option Plan 05-29-08 830[e][f] 4,210[i] $ 30.31 $ 51,164

Robert C. Dill
EIP 01-01-08 $ 22,422 $ 44,845 $ 89,680
Option Plan 05-29-08 810[e][f] $ 30.31 $ 24,551

-------------------

[a] The stock awards in these columns represent the indicated percentage of the
total stock awards made by the Company during 2008: Mr. May 25.6%, Mr.
Fehlman 5.9%, Mr. Bartlett 8.6%, Mr. Casteel 5.7% and Mr. Dill 5.5%.
[b] The Long Term Incentive Plan grant provides for a total potential benefit
of 65% of base salary of the participant. The grant is equally divided
between cash and shares of the Company's stock. The vesting of the grant is
based upon the Company's performance compared to its peer group for three
specified criteria, core deposit growth, total revenue growth and earnings
per share growth. The minimum vesting level of thirty 30% requires the
Company to perform at the 50th percentile of its designated peer group
during 2008, 2009 and 2010 for the specified criteria. Performance in
excess of the 50th percentile allows for a pro rata increase in the vesting
percentage up 100% vesting if the Company performs at or above the 80th
percentile of the peer group for the specified criteria. The maximum
benefit which could be earned by the participants is: Mr. May, $300,325;
Mr. Fehlman, $130,000; Mr. Bartlett, $183,487; and Mr. Casteel, $130,000.
[c] In connection with the termination of the LTIP, the Company and the
participants in the LTIP agreed to cancel and terminate the 2008 LTIP
grants. While the entries in the table under in the columns "Estimated
Future Payouts Under Non-Equity Incentive Plan Awards" and "Estimated
Future Payments under Equity Incentive Plan Awards" for the LTIP were made
on March 24, 2008, this plan and all awards made under the plan were
terminated and cancelled on February 23, 2009.
[d] 1,875 of these restricted shares vest on May 29, 2009 and the balance vests
on May 29, 2010. [e] These stock options have a ten year term and vest in
five equal installments on the first through the fifth
anniversary of the grant date.
[f] Stock options have no express performance criteria other than continued
employment (with limited exceptions for termination of employment due to
death, disability, retirement and change in control). However, options have
an implicit performance criterion because the options have no value to the
executive unless and until the stock price exceeds the exercise price.
[g] These restricted shares vest in annual installments of 876 shares on May 29
in each of the years 2009-2013.
[h] These restricted shares vest in annual installments of 1,284 shares on May
29 in each of the years 2009-2013.
[i] These restricted shares vest in annual installments of 842 shares on May 29
in each of the years 2009-2013.

OPTION EXERCISES AND STOCK VESTED IN 2008

The following table provides information concerning exercises of stock
options, stock appreciation rights and similar instruments, and vesting of
stock, including restricted stock and similar instruments, which were granted in
prior years but were exercised or vested during 2008 for each of the named
executive officers on an aggregated basis. The table reports the number of
securities for which options were exercised; the aggregate dollar value realized
upon exercise of options; the number of shares of stock that vested; and the
aggregate dollar value realized upon vesting of stock.

OPTION EXERCISES AND STOCK VESTED
--------------------------------------------------------------------------------------------
Option Awards Stock Awards
--------------------------------------------------------------------------------------------
Name Number of Value Number of Value
Shares Realized Shares Realized
Acquired on Acquired on
on Exercise [a] on Vesting [b]
Exercise ($) Vesting ($)
(#) (#)
---------------------------------------------------------------------------------------------

J. Thomas May 85,000 $ 1,455,325 6,000 $ 184,560
Robert A. Fehlman 2,520 $ 60,165 486 $ 14,568
David L. Bartlett 0 $ 0 849 $ 24,217
Marty D. Casteel 200 $ 3,727 418 $ 12,520
Robert C. Dill 500 $ 8,128 164 $ 5,015

----------------------
[a] The Value Realized on Exercise is computed using the difference between the
closing market price upon the date of exercise and the option price.
[b] The Value Realized on Vesting is computed using the closing market price
upon the date of vesting.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2008

The following table provides information concerning unexercised options and
restricted stock that has not vested for each named executive officer
outstanding as of the end of 2008. Each outstanding award is represented by a
separate row which indicates the number of securities underlying the award,
including awards that have been transferred other than for value (if any).

For option awards, the table discloses the exercise price and the
expiration date. For stock awards, the table provides the total number of shares
of stock that have not vested and the aggregate market value of shares of stock
that have not vested. The market value of stock awards was computed by
multiplying the closing market price of the Company's stock at the end of 2008
by the number of shares.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
-------------------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
-------------------------------------------------------------------------------------------------------------------
Name Number Number Option Option Number Market Value Equity Equity
of Securities of Securities Exercise Expiration of Shares of Shares or Incentive Incentive
Underlying Underlying Price Date or Units Units of Plan Plan
Unexercised Unexercised ($) of Stock Stock That Awards: Awards:
Options (#) Options (#) That Have Have Not Number Market or
Exercisable Unexercisable Not Vested Vested of Payout
(#) ($) Unearned Value
Shares of
Units or Unearned
Other Shares,
Rights Units or
That Have Other
Not Rights
Vested That Have
(#) Not
Vested
($)
-------------------------------------------------------------------------------------------------------------------

J. Thomas May 1,500 [a] $ 44,205
J. Thomas May 2,000 [b] $ 58,940
J. Thomas May 3,750 [c] $110,513
J. Thomas May 3,750 [d] $110,513
J. Thomas May 5,178 [e] $152,596
Robert A. Fehlman 10,080 0 $12.1250 05-06-11
Robert A. Fehlman 3,000 0 $23.7800 07-25-14
Robert A. Fehlman 752 88 $24.5000 05-22-15
Robert A. Fehlman 400 600 $26.1900 05-21-16
Robert A. Fehlman 240 960 $28.4200 05-30-17
Robert A. Fehlman 0 4,380 $30.3100 05-29-18
Robert A. Fehlman 200 [f] $ 5,894
Robert A. Fehlman 300 [g] $ 8,841
Robert A. Fehlman 560 [h] $ 16,503
Robert A. Fehlman 580 [i] $ 17,093
Robert A. Fehlman 860 [j] $ 25,344
Robert A. Fehlman 2,241 [e] $ 66,042
David L. Bartlett 2,000 0 $26.2000 03-21-14
David L. Bartlett 3,000 0 $23.7800 07-25-14
David L. Bartlett 888 222 $24.5000 05-22-15
David L. Bartlett 2,000 8,000 $26.1900 05-21-16
David L. Bartlett 720 1,080 $26.1900 05-21-16
David L. Bartlett 480 2,400 $28.4200 05-30-17
David L. Bartlett 0 6,420 $30.3100 05-29-18
David L. Bartlett 112 [k] $ 3,301
David L. Bartlett 1,750 [l] $ 51,573
David L. Bartlett 300 [g] $ 8,841
David L. Bartlett 800 [m] $ 23,576
David L. Bartlett 968 [n] $ 28,527
David L. Bartlett 1,260 [o] $ 37,132
David L. Bartlett 3,164 [e] $ 93,243

-------------------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
-------------------------------------------------------------------------------------------------------------------
Name Number Number Option Option Number Market Value Equity Equity
of Securities of Securities Exercise Expiration of Shares of Shares or Incentive Incentive
Underlying Underlying Price Date or Units Units of Plan Plan
Unexercised Unexercised ($) of Stock Stock That Awards: Awards:
Options (#) Options (#) That Have Have Not Number Market or
Exercisable Unexercisable Not Vested Vested of Payout
(#) ($) Unearned Value
Shares of
Units or Unearned
Other Shares,
Rights Units or
That Have Other
Not Rights
Vested That Have
(#) Not
Vested
($)
-------------------------------------------------------------------------------------------------------------------

Marty D. Casteel 200 0 $10.5625 07-27-10
Marty D. Casteel 6,000 0 $12.1250 05-06-11
Marty D. Casteel 2,000 0 $23.7800 07-25-14
Marty D. Casteel 920 0 $24.5000 05-22-15
Marty D. Casteel 400 800 $26.1900 05-21-16
Marty D. Casteel 240 960 $28.4200 05-30-17
Marty D. Casteel 0 4,210 $30.3100 05-29-18
Marty D. Casteel 92 [p] $ 2,711
Marty D. Casteel 300 [g] $ 8,841
Marty D. Casteel 560 [h] $ 16,503
Marty D. Casteel 527 [q] $ 15,531
Marty D. Casteel 830 [r] $ 24,460
Marty D. Casteel 2,241 [e] $66,042
Robert C. Dill 10,000 0 $12.1250 05-06-11
Robert C. Dill 2,000 0 $23.7800 07-25-14
Robert C. Dill 890 0 $24.5000 05-22-15
Robert C. Dill 360 540 $26.1900 05-21-16
Robert C. Dill 180 720 $28.4200 05-30-17
Robert C. Dill 88 [s] $ 2,593
Robert C. Dill 180 [t] $ 5,305
Robert C. Dill 240 [u] $ 7,073
Robert C. Dill 810 [v] $ 23,871
-------------------------------------------------------------------------------------------------------------------

[a] These restricted shares vest on May 7, 2009.
[b] These shares vest on May 31, 2009.
[c] 2,000 of these restricted shares vest on November 26, 2009 and the balance
vest on November 26, 2010.
[d] 1,875 of these restricted shares vest on May 29, 2009 and the balance vest
on May 29, 2010.
[e] These shares were granted under the Long Term Incentive Plan and would have
vested on December 31, 2010 if and to the extent the plan's performance
criteria was satisfied. On February 23, 2009, the Company and the
participants agreed to cancel and terminate the grants of these shares.
[f] These restricted shares vest in annual installments of 100 shares on May 23
in each of the years 2009-2011.
[g] These restricted shares vest in annual installments of 100 shares on May 22
in each of the years 2009-2011.
[h] These restricted shares vest in annual installments of 140 shares on May 31
in each of the years 2009-2012.
[i] These restricted shares vest in annual installments of 145 shares on
November 26 in each of the years 2009-2012.
[j] These restricted shares vest in annual installments of 172 shares on May 29
in each of the years 2009-2013.
[k] These restricted shares vest in annual installments of 56 shares on May 23
in each of the years 2009-2010.
[l] These restricted shares vest in an installment of 250 shares on March 1,
2009 and the balance vest on March 1, 2010.
[m] These restricted shares vest in annual installments of 200 shares on May 31
in each of the years 2009-2012.
[n] These restricted shares vest in annual installments of 242 shares on
November 26 in each of the years 2009-2012.
[o] These restricted shares vest in annual installments of 252 shares on May 29
in each of the years 2009-2013.
[p] These restricted shares vest in annual installments of 46 shares on May 23
in each of the years 2009-2010.
[q] These restricted shares vest in annual installments of 132 shares on
November 26 in each of the years 2009-2011 and the balance, 131 shares,
vest on November 26, 2012.

[r] These restricted shares vest in annual installments of 166 shares on May 29
in each of the years 2009-2013.
[s] These restricted shares vest in annual installments of 44 shares on May 23
in each of the years 2009-2010.
[t] These restricted shares vest in annual installments of 60 shares on May 23
in each of the years 2009-2011.
[u] These restricted shares vest in annual installments of 60 shares on May 31
in each of the years 2009-2012.
[v] These restricted shares vest in annual installments of 162 shares on May 29
in each of the years 2009-2013.

2008 PENSION BENEFITS TABLE

The following table provides information with respect to each plan that
provides for payments or other benefits at, following or in connection with
retirement. This includes tax-qualified defined benefit plans and supplemental
executive retirement plans, but does not include defined contribution plans
(whether tax qualified or not). The May Plan and the Bartlett Plan are
supplemental executive retirement plans.

The Present Value of the Accumulated Benefit reflects the actuarial present
value of the named executive officer's accumulated benefit under the plan,
computed as of December 31, 2008. In making such calculation, it was assumed
that the retirement age will be the normal retirement age as defined in the
plan, or if not so defined, the earliest time at which a participant may retire
under the plan without any benefit reduction due to age.

May Plan

The May Plan is designed to work with the other retirement plans of the
Company, on an aggregated basis with Social Security benefits, to provide a
targeted level of benefits for Mr. May, the only participant. The May Plan
requires Mr. May to remain in the employ of the Company until he attains age 65
to be eligible to receive benefits under the plan, provided that in the event of
a change in control the benefits are fully vested at age 60. The May Plan
provides a benefit upon normal retirement at age 65, or upon death or disability
prior to age 65, a monthly sum equal to one twelfth (1/12) of fifty percent
(50%) of the final average compensation (the average compensation paid to him by
the Company for the most recent five consecutive calendar years), less the
accrued monthly benefit to Mr. May under the deferred annuity received upon the
termination of the Company's pension plan. The benefit payments begin on the
first day of the seventh month following retirement, death or disability and
continue for 120 consecutive months or until his death, whichever shall occur
later. Compensation for purposes of the May Plan includes salary, bonus and
short term incentive compensation programs (EIP), but excludes equity
compensation plans (stock options and restricted shares) and long term incentive
compensation programs.

Bartlett Plan

The Company assumed the Bartlett Plan upon its acquisition of Alliance
Bancorporation, Inc. in 2004. The Bartlett Plan provides Mr. Bartlett a benefit
upon normal retirement at age 65, or upon disability prior to age 65, in the
amount of $125,000 per year payable monthly. In the event of Mr. Bartlett's
death prior to January 1, 2023, a variable death benefit is payable pursuant to
the plan's death benefit schedule. The death benefit ranges from a low of
$51,911 for death in 2022 to a high of $854,132 for death in 2013, with a
benefit payable of $438,878 for death in 2008. Mr. Bartlett is fully vested in
both the retirement and death benefits under the plan. The benefits under the
plan are designed in conjunction with a life insurance policy acquired at the
time the plan was established, barring extraordinary circumstances, the earnings
of the policy and the proceeds of the policy upon the death of Mr. Bartlett
should be sufficient to fully fund the obligations of the Company under the
Bartlett Plan.

PENSION BENEFITS

Name Plan Number of Present Value Payments
Name Years Credited of Accumulated During Last
Service Benefit Fiscal Year
(#) ($) ($)
-------------------------------------------------------------------------------------------------------------------

J. Thomas May May Plan [a] $ 1,892,798 $ 0
Robert A. Fehlman $ 0 $ 0
David L. Bartlett Bartlett Plan [a] $ 655,752 $ 0
Marty D. Casteel $ 0 $ 0
Robert C. Dill $ 0 $ 0

[a] The benefits under the May Plan and the Bartlett Plan are not dependent
upon the credited years of service. Except for disability, death or a
change in control, continuous service until the normal retirement age (65)
is required under the May Plan. Mr. Bartlett is fully vested in the maximum
benefit under the Bartlett Plan.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table summarizes the estimated payments to be made under each
contract, agreement, plan or arrangement which provides for payments to a named
executive officer at, following or in connection with any termination of
employment including by resignation, retirement or a constructive termination of
a named executive officer, or a change in control or a change in the named
executive officer's responsibilities. However, in accordance with SEC
regulations, no amounts to be provided to a named executive officer under any
arrangement which does not discriminate in scope, terms or operation in favor of
the executive officers and which are available generally to all salaried
employees are reported. Also, the following table does not repeat information
disclosed above under the pension benefits table, or the outstanding equity
awards at fiscal year-end table, except to the extent that the amount payable to
the named executive officer would be enhanced by the termination event.

For the purpose of the quantitative disclosure in the following table, and
in accordance with SEC regulations, the termination is assumed to have taken
place on the last business day of the Company's most recently completed fiscal
year, and the price per share of the common stock is the closing market price as
of that date -- $29.47.

Severance. None of the named executive officers presently has an employment
agreement which guarantees him employment for any period of time. Therefore, any
post-termination payments of salary or severance to any named executive officer
would be provided only under the Company's broad-based severance plan in the
event of a reduction in force or other termination by the Company without cause
or pursuant to a Change in Control Agreement ("CIC Agreement").

Under the Company's severance plan, which applies to all employees, the
named executive officers would receive base salary for a stated term after
severance based upon the executive's length of service to the Company as shown
below:

Length of Service Term of Benefit
Less than 2 years 2 weeks
2-3 years 3 weeks
4-6 years 5 weeks
7-10 years 8 weeks
11-20 years 12 weeks
21 years or more 16 weeks

Such amounts are paid in anticipation of unemployment, and not as a reward for
past service. Payment is triggered upon elimination of a position or function,
transition, merger or acquisition. Severance is paid twice monthly in the same
manner as regular payroll.

The Company has entered into CIC Agreements with certain executives of the
Company and the subsidiary banks, including each of the named executive
officers, pursuant to which the Company would pay certain salary benefits. The
Company would make such payments only upon a change in control, and if the
Company terminates an executive without "Cause" or the executive resigns within
six months after a "Trigger Event." Additionally, in the case of the CIC
Agreement for Mr. May, such payments will also be due, if Mr. May, within twelve
months after a change in control, requests his payments commence. The Company
will pay an amount up to two times (one times in the case of Mr. Dill) the sum
of (1) highest annual base salary for the previous twelve months and (2) the
greater of the projected target annual incentive to be paid under the Executive
Incentive Plan ("EIP") for the current year, or the average EIP bonus paid to
the executive over the preceding two years. The termination compensation is
payable within 30 business days following the termination and, at the election
of the executive, may be payable in either cash or common stock of the Company.
In addition, upon such an event, all outstanding stock options vest immediately
and all restrictions on restricted stock lapse.

The CIC Agreements will also provide the executive with continuing coverage
under the Company's medical, dental, life insurance and long term disability
plans for three years following the change in control date. Additionally, if the
executive is over 55 years of age, the CIC Agreement allows the executive, at
his election, to continue medical, dental and life insurance coverage after the
initial three year period, at the executive's cost, if the executive is not then
eligible to be covered by a similar program maintained by the current employer
of the executive or the executive's spouse. Finally, the CIC Agreements, in the
case of Messrs. May, Fehlman, Bartlett and Casteel, require the Company to make
a tax "gross-up" payment in the event any of the foregoing benefits subject the
executive to the excise tax on excess parachute payments as determined under
Sections 280G and 4999 of the Internal Revenue Code. Please also refer to the
discussion of the CIC Agreements above at "Compensation Discussion and
Analysis."

Accelerated Vesting of Incentives. The Company has provided and continues
to provide equity and non-equity incentives to the named executive officers
through the Company's Executive Stock Incentive Plans ("Option Plans") and the
EIP. Please also refer to the discussion of equity and non-equity incentives
above at "Compensation Discussion and Analysis."

Equity Incentives - Stock Options. Unvested stock options vest upon the
named executive officer's death or disability or upon a change in control.
Further, unvested stock options vest upon the retirement of a named executive
officer after age 65 or after age 62 with ten years of service. Upon any other
termination, the executive forfeits his unvested stock options, unless the Board
of Directors takes specific action to vest some or all of the unvested options.
The value of accelerated options was calculated by multiplying the number of
shares times the difference between the closing price of the common stock on the
last business day of 2008 and the exercise price of the options. Please refer to
the discussions above at "Compensation Discussion and Analysis" for more
information about stock options.

Equity Incentives - Restricted Stock. Unvested restricted stock vests upon
the named executive officer's death or disability or upon a change in control.
Further, unvested restricted stock vests upon the retirement of a named
executive officer after age 65 or after age 62 with ten years of service. Upon
any other termination, the executive forfeits his unvested restricted stock,
unless the Board of Directors takes specific action to vest some or all of the
unvested stock. Accordingly, the table below reflects the accelerated vesting of
this stock upon the named executive officer's qualified retirement, death or
disability or upon a change in control. An executive forfeits all undistributed
shares upon the termination of the executive's employment for all other reasons.

Non-Equity Incentives - EIP. The EIP does not provide for an acceleration
of entitlement or a satisfaction of performance measures upon a change in
control. Therefore the plan could be terminated or modified following a change
in control and the participants would not receive any incentive compensation
under the EIP for the year in which the change in control occurred. For purposes
of the disclosure in the table below, SEC regulations require that such change
in control be assumed to occur on the last day of the Company's most recently
completed fiscal year. That date coincides with the last date of the performance
period under EIP for 2008. As a result of such assumption, the Company could
make a full payment under the terms of EIP based on the achievement of EIP goals
for the year ending December 31, 2008, and such amounts would not be increased
or enhanced as the result the executive's termination or the change in control.
Such amounts are reported in the Summary Compensation Table.

Retirement Plans - May Plan. Upon a change in control, Mr. May becomes
fully vested in the benefits under the May Plan. Payment of the benefits would
commence on the first day of the seventh calendar month following his
termination of services to the Company. In the absence of a change in control,
upon the death or disability of Mr. May or his retirement at or after age 65,
his benefits under the May Plan become fully vested and are payable commencing
on the first day of the seventh month after such event. In the event of the
termination of Mr. May's employment under any other conditions prior to his
attaining age 65, all benefits under the May Plan are forfeited. For purposes of
the disclosure in the table below, SEC regulations require that such change in
control be assumed to occur on the last day of the most recently completed
fiscal year. As a result of such assumption, Mr. May would become fully vested
in the benefits under the May Plan.

Retirement Plans - Bartlett Plan. Mr. Bartlett is currently fully vested in
the maximum benefit payable under the Bartlett Plan. His entitlement to the
benefits under the plan is not affected by his death, disability, termination of
service or a change in control of the Company. Payment of the benefits would
commence on the first day of the seventh calendar month following his
termination of services to the Company. For purposes of the disclosure in the
table below, SEC regulations require that such change in control be assumed to
occur on the last day of the most recently completed fiscal year. Since Mr.
Bartlett is already fully vested in his benefit under the Bartlett Plan, the
assumed change in control would not increase or otherwise enhance the benefit
payable to Mr. Bartlett under the plan.

Miscellaneous Benefits. Under the CIC Agreements, which are discussed above
at "Compensation Discussion and Analysis," the Company is obligated to pay
certain other benefits. This includes continuation of medical, dental, life and
long term disability insurance coverage for three years from the date of the
change in control and certain tax gross-up payments. The conditions to the
Company's obligations under the CIC Agreements are discussed above. Except for
these benefits payable under the CIC Agreements, the Company has no obligation
to continue any other perquisites after a named executive officer's employment
terminates.

Involuntary or
Involuntary Trigger Event
Executive Benefits and Voluntary Not for Cause For Cause Termination
Payments upon Termination Termination Termination Termination (CIC)
------------------------- ----------- ----------- ----------- ----------------

J. Thomas May
Severance $ 0 $ 145,934 [a] $ 0 $ 1,641,628 [b]
Accelerated Vesting of Incentives [c] $ 0 $ 0 $ 0 $ 377,993 [d]
Retirement Plan $ 0 $ 0 $ 0 $ 1,808,245 [e]
Other Benefits and Tax Gross-Up [f] $ 0 $ 0 $ 0 $ 981,887 [g]

Robert A. Fehlman
Severance $ 0 $ 46,154 [a] $ 0 $ 550,000 [b]
Accelerated Vesting of Incentives [c] $ 0 $ 0 $ 0 $ 100,881 [h]
Retirement Plans $ 0 $ 0 $ 0 $ 0
Other Benefits [f] $ 0 $ 0 $ 0 $ 249,291 [i]

David L. Bartlett
Severance $ 0 $ 43,429 [a] $ 0 $ 818,636 [b]
Accelerated Vesting of Incentives [c] $ 0 $ 0 $ 0 $ 218,737 [j]
Retirement Plans [k] $ 655,752 $ 655,752 $ 0 $ 655,752
Other Benefits and Tax Gross-Up[l] $ 0 $ 0 $ 0 $ 405,292 [m]

Marty D. Casteel
Severance $ 0 $ 46,154 [a] $ 0 $ 550,000 [b]
Accelerated Vesting of Incentives [c] $ 0 $ 0 $ 0 $ 94,318 [n]
Retirement Plans $ 0 $ 0 $ 0 $ 0
Other Benefits and Tax Gross-Up [f] $ 0 $ 0 $ 0 $ 241,112 [o]

Robert C. Dill
Severance $ 0 $ 50,176 [a] $ 0 $ 207,917 [b]
Accelerated Vesting of Incentives [c] $ 0 $ 0 $ 0 $ 41,368 [p]
Retirement Plans $ 0 $ 0 $ 0 $ 0
Other Benefits [l] $ 0 $ 0 $ 0 $ 15,480 [q]

______________
[a] The Company's severance plan grants severance pay in weeks of base salary
based on years of service to the Company. Based upon service, Messrs. May
and Dill are entitled to 16 weeks of base salary, Messrs. Fehlman and
Casteel are entitled to 12 weeks of base salary and Mr. Bartlett is
entitled to 8 weeks of base salary. Payments under the severance plan for
the named executive officer are not enhanced above what any other employee
would be due as a result of the termination occurrence.
[b] Under the Change in Control ("CIC") Agreements between certain named
executive officers and the Company, upon the occurrence of a CIC, severance
will consist of either one or two times the sum of the following items: (1)
the highest annual base salary for the previous twelve months and (2) the
greater of the projected target annual incentive to be paid under the EIP
for the current year, or the average EIP bonus paid to the executive over
the prior two years.
[c] The payment due the named executive officer due to certain termination
triggers, related to the Company's incentive programs (EIP, LTIP, Stock
Options and Restricted Stock) is made based on the specific terms and
conditions associated with each plan.
[d] Due to the assumed separation, Mr. May is entitled to an incremental value
of $377,993. This value represents gains of $324,170 for unvested
restricted stock, as of December 31, 2008 and $53,823 due to the partial
vesting of the LTIP grant upon a CIC.
[e] Mr. May's benefit under the May Plan becomes fully vested upon a change in
control and the monthly benefit would commence on the seventh month after
his termination of service. The information related to the May Plan has
been previously disclosed in the Pension Benefits Table. The value
disclosed is the present value of Mr. May's benefit.
[f] The named executive officer is not receiving any enhanced payments
regarding their Other Benefits as a result of the termination trigger. The
amounts related to Other Benefits include the costs associated with
continued participation in the Company's health and welfare benefit plans
and Tax Gross-Ups under applicable CIC agreements.
[g] Upon a CIC, Mr. May would receive a monthly benefit of $430 for the next 36
months for purposes of continued health and welfare benefits, and a tax
gross-up payment of $966,407.

[h] Due to the assumed separation, Mr. Fehlman is entitled to an incremental
value of $100,881. This value represents gains of $73,675 for unvested
restricted stock and $3,910 for unvested stock options, both as of December
31, 2008 and $23,296 due to the partial vesting of the LTIP grant upon a
CIC.
[i] Upon a CIC, Mr. Fehlman would receive a monthly benefit of $430 for the
next 36 months for purposes of continued health and welfare benefits, and a
tax gross-up payment of $233,811.
[j] Due to the assumed separation, Mr. Bartlett is entitled to an incremental
value of $218,737. This value represents gains of $152,949 for unvested
restricted stock and $32,902 for unvested stock options, both as of
December 31, 2008 and $32,886 due to the partial vesting of the LTIP grant
upon a CIC.
[k] Mr. Bartlett is not receiving any enhanced payments regarding the Bartlett
Plan as a result of the termination trigger. Mr. Bartlett was fully vested
in the maximum benefit under the plan at all times during 2007. The amounts
related to the retirement plans have been previously disclosed in the
Pension Benefits Tables.
[l] The named executive officer is not receiving any enhanced payments
regarding their Other Benefits as a result of the termination trigger. The
amounts related to Other Benefits include the costs associated with
continued participation in the Company's health and welfare benefit plans
under the applicable CIC agreement.
[m] Upon a CIC, Mr. Bartlett would receive a monthly benefit of $430 for the
next 36 months for purposes of continued health and welfare benefits and a
tax gross-up payment of $389,812.
[n] Due to the assumed separation, Mr. Casteel is entitled to an incremental
value of $94,318. This value represents gains realized of $68,046 for
unvested restricted stock and $2,976 for unvested stock options, both as of
December 31, 2008 and $23,296 due to the partial vesting of the LTIP grant
upon a CIC.
[o] Upon a CIC, Mr. Casteel would receive a monthly benefit of $430 for the
next 36 months for purposes of continued health and welfare benefits and a
tax gross-up payment of $241,112.
[p] Due to the assumed separation, Mr. Dill is entitled to an incremental value
of $41,368. This value represents gains realized of $38,841 for unvested
restricted stock and $2,527 for unvested stock options, both as of December
31, 2008.
[q] Upon a CIC, Mr. Dill would receive a monthly benefit of $430 for the next
36 months for purposes of continued health and welfare benefits.

DIRECTOR COMPENSATION

The following table provides information with respect to the compensation
of Directors of the Company during 2008, the most recently completed fiscal
year.

All Directors receive an annual retainer of $12,000, except the lead
director, Harry L. Ryburn, who receives an annual retainer of $15,000. All
Directors receive $750 for each meeting of the Board attended. In addition, each
Director who serves as a committee chairman receives $600 for each committee
meeting attended and other Directors receive $400 for each committee meeting
attended.

The Company maintains a voluntary deferred compensation plan in which
non-employee directors may defer receipt of any part or all of their respective
directors fees, including retainer fees, meeting fees and committee fees. The
director must elect to participate in the plan prior to the calendar year for
which the deferral will be applicable. Upon election a director must elect the
form of payment (lump sum or annual installments over two to five years) and the
date of payment (attainment of a specified age or cessation of serving as a
director of the Company). The sums deferred under the plan are credited to an
account for the director along with earnings on the deferred sum at an interest
rate equal to the yield on the ten year U. S. Treasury Bond, computed quarterly.

The Company adopted a stock option plan for its outside directors in 2006.
At the 2007 annual meeting, the shareholders approved the modification of the
stock option plan to also allow the outright grant of shares of the Company's
stock to the Directors under the plan. During 2008, outright grants of 325
shares of the Company's stock were made to each director, except the lead
director, who received a grant for 500 shares and the chairman of the Audit &
Security Committee, who received a grant for 400 shares. The grants were made on
May 29, 2008. These shares are immediately vested. In accordance with SEC
regulations, outright grants of stock are valued in accordance with FAS 123(R)
at the closing price of the stock on the date of grant. The Company discloses
such expense ratably over the vesting period, however, since the stock is fully
vested upon grant, all of the expense related to the stock grants are disclosed
in the table.

Each Director under the age of 70 is provided coverage under the Company's
group term life insurance program. Directors up to age 65 receive a death
benefit of $50,000 and directors over 65 but less than 70 years of age receive a
death benefit of $25,000. The policy triples the death benefit in the case of
accidental death. In addition, each Director is reimbursed for out of pocket
expenses, including travel.

DIRECTOR COMPENSATION
-------------------------------------------------------------------------------------------------------------------
Name Fees Earned or Stock All Other Total
Paid in Cash Awards Compensation [b] ($)
($) ($) [a] ($)
-------------------------------------------------------------------------------------------------------------------

William E. Clark, II $ 9,625 $ 10,263 $ 209 $ 20,097
Steven A. Cosse' $ 20,475 $ 10,263 $ 228 $ 30,966
Edward Drilling $ 8,100 $ 10,263 $ 209 $ 18,572
George A. Makris, Jr. [c] $ 32,250 $ 12,340 $ 4,686 $ 49,276
J. Thomas May [d] $ 0 $ 0 $ 0 $ 0
W. Scott McGeorge $ 26,450 $ 10,263 $ 228 $ 36,941
Stanley E. Reed [e] $ 25,900 $ 10,263 $ 1,159 $ 37,322
Harry L. Ryburn $ 43,200 $ 15,425 $ 0 $ 58,625
Robert L. Shoptaw $ 20,875 $ 10,263 $ 228 $ 31,366

________
[a] The computation is based upon the closing market price of $30.85 on the
grant date (May 29, 2008). The ratable portion of the value of grants made
in 2008 and prior years, calculated in accordance with FAS 123(R), to the
extent the vesting period fell in 2008 are reported in this column. Please
refer to footnote 10 to the Company's financial statements for a discussion
of the assumptions related to the calculation of such value.
[b] Amounts in this column reflect life insurance premiums for the directors
and in the case of Messrs. Makris and Reed earnings on their deferred
directors fees under the directors deferred compensation plan in the
amounts of $4,458 and $931, respectively.
[c] For 2008, Mr. Makris elected to participate in the deferred compensation
plan and deferred $32,150 into the plan.
[d] J. Thomas May, the Chief Executive Officer of the Company, does not receive
directors fees or otherwise participate in the director compensation
programs set forth herein. His compensation is disclosed in the preceding
discussion concerning Executive Compensation.
[e] For 2008, Mr. Reed has elected to participate in the deferred compensation
plan and deferred $25,800 into the plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 and the
regulations issued thereunder require directors and certain officers of any
company registered under that Act to file statements on SEC Forms 3, 4 & 5 with
the Securities and Exchange Commission, showing their beneficial ownership in
securities issued by such company. Based upon a review of such statements by the
directors and officers of the Company for the preceding fiscal year, provided to
the Company by such persons, the Company has identified that Robert C. Dill,
John Rush, George Makris and Scott McGeorge filed late Form 4's.

AUDIT & SECURITY COMMITTEE

During 2008, the Audit & Security Committee was composed of William E.
Clark, II, George A. Makris, Jr., W. Scott McGeorge, Stanley E. Reed and Harry
L. Ryburn. Each of the listed committee members are independent as defined in
Rule 4200 of the NASDAQ listing requirements. This committee provides assistance
to the Board in fulfilling its responsibilities concerning accounting and
reporting practices, by regularly reviewing the adequacy of the internal and
external auditors, the disclosure of the financial affairs of the Company and
its subsidiaries, the control systems of management and internal accounting
controls. The Audit & Security Committee has adopted a charter, which is
available for review in the Investor Relations portion of the Company's web
site: www.simmonsfirst.com. This committee met 16 times in 2008.

The Board has determined that none of the members of the Audit & Security
Committee meet the definition of "audit committee financial expert" as defined
in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange
Commission. The Audit & Security Committee receives directly or has access to
extensive information from reviews and examinations by the Company's internal
auditor, independent auditor and the bank regulatory agencies having
jurisdiction over the Company and its subsidiaries. The Company has not retained
an audit committee financial expert to serve on the Board or the Audit &
Security Committee because the Board believes that the present members of the
committee have sufficient knowledge and experience in financial affairs to
effectively perform their duties.

The Company is required to obtain pre-approval by the Audit & Security
Committee for all audit and permissible non-audit services obtained from the
independent auditors. All services obtained from the independent auditors during
2008, whether audit services or permitted non-audit services, were pre-approved
by the Audit & Security Committee. The Audit & Security Committee has not
adopted any additional pre-approval policies and procedures, but consistent with
its charter, it may do so in the future.

The Audit & Security Committee issued the following report concerning its
activities related to the Company for the previous year:

The Audit & Security Committee has reviewed and discussed the audited
financial statements of the Company for the year ended December 31, 2008
with management.

The Audit & Security Committee has discussed with BKD, LLP ("BKD"),
its independent auditors, the matters required to be discussed by the
statement on Auditing Standards No. 61, as amended (AICPA, Professional
Standards, Vol. 1. AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T;

The Audit & Security Committee has received the written disclosures
and the letter from independent accountants required by applicable
requirements of the Public Company Accounting Oversight Board regarding the
independent accountants' communications with the Audit & Security Committee
concerning independence, and has discussed with the independent accountants
the independent accountants' independence; and

Based upon the foregoing review and discussions, the Audit & Security
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
last fiscal year for filing with the Securities and Exchange Commission.

In its analysis of the independence of BKD, the Audit & Security
Committee considered whether the non-audit related professional services
rendered by BKD to the Company were compatible with maintaining the
principal accountant's independence.

AUDIT & SECURITY COMMITTEE

William E. Clark, II George A. Makris, Jr. W. Scott McGeorge
Harry L. Ryburn Stanley E. Reed

PROPOSAL TO PROVIDE ADVISORY APPROVAL OF THE COMPANY'S
EXECUTIVE COMPENSATION PROGRAM

On February 17, 2009, President Obama signed into law the American Recovery
and Reinvestment Act of 2009 ("ARRA"), which expanded the executive compensation
requirements previously imposed by the Emergency Economic Stabilization Act of
2008 and the Troubled Assets Relief Program ("TARP"). Under these new
requirements, any reporting company that has received or will receive financial
assistance under TARP must permit a separate shareholder vote to approve the
reporting company's executive compensation, as disclosed in the reporting
company's Compensation Discussion and Analysis, related compensation tables, and
other related material under the compensation disclosure rules of the SEC, in
any proxy or consent or authorization for an annual or other meeting of its
shareholders during the period in which any obligation arising from financial
assistance provided under TARP remains outstanding.

The Company has been approved for participation in the Capital Purchase
Program under TARP. The Company's participation in this program will begin upon
the sale by the Company of its preferred stock to the U. S. Treasury. As of
March 15, 2009, the Company had not yet consummated the sale of the preferred
stock to commence participation in the program, however the Company anticipates
that such sale will be closed prior to April 21, 2009, the date of its 2009
annual shareholders meeting. Therefore, the Company's Board of Directors is
providing shareholders with the opportunity to cast an advisory vote on its
compensation program at the 2009 Annual Meeting. As set forth in the ARRA, this
vote will not be binding on or overrule any decisions by the Company's Board of
Directors, will not create or imply any additional fiduciary duty on the part of
the Board, and will not restrict or limit the ability of the Company's
shareholders to make proposals for inclusion in proxy materials related to
executive compensation. However, the NCCGC will consider the outcome of the
vote, among other considerations, when considering future executive compensation
arrangements. The Board of Directors has determined that the best way to allow
shareholders to vote on the Company's executive pay programs and policies is
through the following resolution:

RESOLVED, that the shareholders approve the Company's executive
compensation, as described in the Compensation Discussion and Analysis
and the tabular disclosure regarding named executive officer
compensation (together with the accompanying narrative disclosure) in
this Proxy Statement.

Approval of this proposal will require the affirmative vote of a
majority of the shares of the Company's Common Stock represented in person or by
proxy at the Annual Meting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" THIS PROPOSAL.

PROPOSAL TO RATIFY SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Audit & Security Committee of the Board of Directors selected the
accounting firm of BKD, LLP as independent auditors of Simmons First National
Corporation and its subsidiaries for the year ending December 31, 2009 and seeks
ratification of the selection by our shareholders.

Audit Fees

The aggregate fees billed to the Company for professional services rendered
by BKD for the audit of the Company's annual financial statements for the year
ended December 31, 2008 and the reviews of the financial statements included in
the Company's Form 10-Q's for 2008 were $427,472. The aggregate fees billed to
the Company by BKD for such services in 2007 were $397,411.

Audit Related Fees

The aggregate fees billed to the Company for professional services rendered
by BKD for the audit related fees during 2008 were $57,341. The aggregate fees
billed to the Company by BKD for such services in 2007 was $47,900. These
services are primarily for the audits of employee benefit plans for which
Simmons First Trust Company, N.A. ("SFTC") is a fiduciary and for the audit of
the common trust funds maintained by SFTC.

Tax Fees

The aggregate fees billed to the Company for professional services rendered
by BKD for tax services and preparation of tax returns during 2008 were $38,120.
The aggregate fees billed to the Company by BKD for such services in 2007 was
$38,594.

All Other Fees

There were no fees billed to the Company by BKD for services other than
those set forth above.

Shareholder ratification of the Audit & Security Committee's selection of
BKD as our independent auditors for the year ending December 31, 2009 is not
required by our Bylaws or otherwise. Nonetheless, the Board of Directors has
elected to submit the selection of BKD to our shareholders for ratification. If
a quorum is present, approval of this proposal requires the affirmative vote of
a majority of the shares of our common stock represented at the meeting and
entitled to vote at the annual meeting. If the selection of BKD as our
independent auditors for the year ending December 31, 2009 is not ratified, the
matter will be referred to the Audit & Security Committee for further review.

Representatives of BKD will be at the annual meeting, will have an
opportunity to make a statement if they desire and will be available to respond
to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
OF THE SELECTION OF BKD AS OUR INDEPENDENT AUDITORS FOR 2009.

FINANCIAL STATEMENTS

A copy of the annual report of the Company for 2008 on Form 10-K required
to be filed with the Securities and Exchange Commission, including audited
financial statements, is enclosed herewith. Such report and financial statements
contained therein are not incorporated into this Proxy Statement and are not
considered a part of the proxy soliciting materials, since they are not deemed
material for the exercise of prudent judgment in regard to the matters to be
acted upon at the meeting.

PROPOSALS FOR 2010 ANNUAL MEETING

Shareholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2010 Annual Meeting of
Shareholders must submit the proposal to the Company no later than November 13,
2009. Shareholders who intend to present a proposal at the 2010 Annual Meeting
of Shareholders without inclusion of such proposal in the Company's proxy
materials are required to provide notice of such proposal to the Company no
later than January 27, 2010. The Company reserves the right to reject, rule out
of order or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.

OTHER MATTERS

Management knows of no other matters to be brought before this annual
meeting. However, if other matters should properly come before the meeting, it
is the intention of the persons named in the proxy to vote such proxy in
accordance with their best judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS:

John L. Rush, Secretary
Pine Bluff, Arkansas
March 20, 2009

PROXY BALLOT
SIMMONS FIRST NATIONAL CORPORATION
April 21, 2009

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 2009

The undersigned hereby constitutes and appoints William C. Bridgforth, Robert A.
Fehlman and Rita A. Gronwald as Proxies, each with the power of substitution, to
represent and vote as designated on this proxy ballot all of the shares of
common stock of Simmons First National Corporation held of record by the
undersigned on February 23, 2009, at the Annual Meeting of Shareholders to be
held on April 21, 2009, and any adjournment thereof.

This proxy, when properly executed, will be voted as directed. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL PROPOSALS.

(1) To fix the number of directors at nine:
|_| FOR |_| AGAINST |_| ABSTAIN

(2) ELECTION OF DIRECTORS (mark only one box):
|_| FOR ALL NOMINEES
|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
|_| WITHHOLD AUTHORITY FOR CERTAIN NOMINEES below whose names
have been lined through:

William E. Clark, II George A. Makris, Jr. Stanley E. Reed
Steven A. Cosse' J. Thomas May Harry L. Ryburn
Edward Drilling W. Scott McGeorge Robert L. Shoptaw

(3) To provide advisory approval of the Simmons First National
Corporation's executive compensation program:
|_| FOR |_| AGAINST |_| ABSTAIN

(4) To Ratify the Audit & Security Committee's selection of the
accounting firm of BKD, LLP as independent auditors of Simmons
First National Corporation and its subsidiaries for the year
ending December 31, 2009:
|_| FOR |_| AGAINST |_| ABSTAIN

(5) Upon such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this ballot, Notice of
Annual Meeting, Proxy Statement and Annual Report.

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Signature(s) of Shareholder(s) Date

IMPORTANT: Please date and sign this proxy ballot exactly as the ownership
appears below. If held in joint ownership, all owners must sign this ballot.
Please return promptly in the envelope provided.