EXHIBIT 99.1
EESA CERTIFICATION
I, M. Ray (Hoppy) Cole, Jr., certify, based on my knowledge, that:
(i) The compensation committee of The First Bancshares, Inc. has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period beginning on the later
of September 14, 2009, or ninety days after the closing date of the agreement between the TARP recipient
and Treasury and ending with the last day of the TARP recipient's fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and the employee compensation
plans and the risks these plans pose to The First Bancshares, Inc.;
(ii) The compensation committee of The First Bancshares, Inc. has identified and limited during the
applicable period any features of the SEO compensation plans that could lead SEOs to take unnecessary
and excessive risks that could threaten the value of , and during that same applicable period has
identified any features of the employee compensation plans that pose risks to The First Bancshares, Inc.
and has limited those features to ensure that The First Bancshares, Inc. is not unnecessarily exposed to
risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that could
encourage the manipulation of reported earnings of The First Bancshares, Inc. to enhance the
compensation of an employee, and has limited any such features;
(iv) The compensation committee of The First Bancshares, Inc. will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of The First Bancshares, Inc. will provide a narrative description
of how it limited during any part of the most recently completed fiscal year that included a TARP period
the features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could
threaten the value of The First Bancshares, Inc.;
(B) Employee compensation plans that unnecessarily expose The First Bancshares, Inc. to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of The
First Bancshares, Inc. to enhance the compensation of an employee;
(vi) The First Bancshares, Inc. has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and twenty next most highly
compensated employees be subject to a recovery or "clawback" provision during any part of the most
recently completed fiscal year that was a TARP period if the bonus payments were based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria;
(vii) The First Bancshares, Inc. has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most
highly compensated employees during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(viii) The First Bancshares, Inc. has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established thereunder during the
period beginning on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year containing
that date;
(ix) The board of directors of The First Bancshares, Inc. has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of EESA,
by the later of September 14, 2009, or ninety days after the closing date of the agreement between the
TARP recipient and Treasury; this policy has been provided to Treasury and its primary regulatory
agency; The First Bancshares, Inc. and its employees have complied with this policy during the
applicable period; and any expenses that, pursuant to this policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive officer with a similar level
of responsibility were properly approved;
(x) The First Bancshares, Inc. will permit a non-binding shareholder resolution in compliance with
any applicable Federal securities rules and regulations on the disclosures provided under the Federal
securities laws related to SEO compensation paid or accrued during the period beginning on the later of
the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient's fiscal year containing that date;
(xi) The First Bancshares, Inc. will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date of any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph (viii);
(xii) The First Bancshares, Inc. will disclose whether The First Bancshares, Inc., the board of
directors of The First Bancshares, Inc. or the compensation committee of The First Bancshares, Inc. has
engaged during the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date, a compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this period;
(xiii) The First Bancshares, Inc. has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(xiv) The First Bancshares, Inc. has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between The First Bancshares, Inc. and
Treasury, including any amendments;
(xv) The First Bancshares, Inc. has submitted to Treasury a complete and accurate list of the SEOs
and the twenty next most highly compensated employees for the current fiscal year and the most recently
completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and
with the name, title, and employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. ( See, for example, 18 U.S.C. 1001.)
By: /s/ M. Ray (Hoppy) Cole, Jr.
------------------------------------
M. Ray (Hoppy) Cole, Jr.
Principal Executive Officer
Date: March 25, 2010
EXHIBIT 99.2
EESA CERTIFICATION
I, Dee Dee Lowery, certify, based on my knowledge, that:
(i) The compensation committee of The First Bancshares, Inc. has discussed, reviewed, and evaluated
with senior risk officers at least every six months during the period beginning on the later of
September 14, 2009, or ninety days after the closing date of the agreement between the TARP recipient
and Treasury and ending with the last day of the TARP recipient's fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and the employee compensation
plans and the risks these plans pose to The First Bancshares, Inc.;
(ii) The compensation committee of The First Bancshares, Inc. has identified and limited during the
applicable period any features of the SEO compensation plans that could lead SEOs to take unnecessary
and excessive risks that could threaten the value of , and during that same applicable period has
identified any features of the employee compensation plans that pose risks to The First Bancshares, Inc.
and has limited those features to ensure that The First Bancshares, Inc. is not unnecessarily exposed to
risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that could
encourage the manipulation of reported earnings of The First Bancshares, Inc. to enhance the
compensation of an employee, and has limited any such features;
(iv) The compensation committee of The First Bancshares, Inc. will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of The First Bancshares, Inc. will provide a narrative description
of how it limited during any part of the most recently completed fiscal year that included a TARP period
the features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could
threaten the value of The First Bancshares, Inc.;
(B) Employee compensation plans that unnecessarily expose The First Bancshares, Inc. to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of The
First Bancshares, Inc. to enhance the compensation of an employee;
(vi) The First Bancshares, Inc. has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and twenty next most highly
compensated employees be subject to a recovery or "clawback" provision during any part of the most
recently completed fiscal year that was a TARP period if the bonus payments were based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria;
(vii) The First Bancshares, Inc. has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most
highly compensated employees during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(viii) The First Bancshares, Inc. has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established thereunder during the
period beginning on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year containing
that date;
(ix) The board of directors of The First Bancshares, Inc. has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of EESA,
by the later of September 14, 2009, or ninety days after the closing date of the agreement between the
TARP recipient and Treasury; this policy has been provided to Treasury and its primary regulatory
agency; The First Bancshares, Inc. and its employees have complied with this policy during the
applicable period; and any expenses that, pursuant to this policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive officer with a similar level
of responsibility were properly approved;
(x) The First Bancshares, Inc. will permit a non-binding shareholder resolution in compliance with
any applicable Federal securities rules and regulations on the disclosures provided under the Federal
securities laws related to SEO compensation paid or accrued during the period beginning on the later of
the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient's fiscal year containing that date;
(xi) The First Bancshares, Inc. will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date of any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph (viii);
(xii) The First Bancshares, Inc. will disclose whether The First Bancshares, Inc., the board of
directors of The First Bancshares, Inc. or the compensation committee of The First Bancshares, Inc. has
engaged during the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date, a compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this period;
(xiii) The First Bancshares, Inc. has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(xiv) The First Bancshares, Inc. has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between The First Bancshares, Inc. and
Treasury, including any amendments;
(xv) The First Bancshares, Inc. has submitted to Treasury a complete and accurate list of the SEOs
and the twenty next most highly compensated employees for the current fiscal year and the most recently
completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and
with the name, title, and employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. ( See, for example, 18 U.S.C. 1001.)
By: /s/ Dee Dee Lowery
------------------------------------
Dee Dee Lowery
Principal Financial Officer
Date: March 25, 2010
