FIRSTBANK CORP - FORM 10-K - EX-99.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 111(B)(4) OF THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008 AND 31 CFR SUBSECTION 30.15 - March 16, 2011

Attached files

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EX-14 - CODE OF ETHICS - FIRSTBANK CORPex14.htm
EX-13 - 2010 ANNUAL REPORT TO SHAREHOLDERS - FIRSTBANK CORPex13.htm
EX-12 - RATIO OF EARNING TO FIXED CHARGES - FIRSTBANK CORPex12.htm
EX-32.1 - CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF FIRSTBANK CORPORATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - FIRSTBANK CORPex32-1.htm
EX-31.1 - CERTIFICATE OF CHIEF EXECUTIVE OFFICER OF FIRSTBANK CORPORATION PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - FIRSTBANK CORPex31-1.htm
EX-23.1 - CONSENT OF PLANTE & MORAN PLLC - FIRSTBANK CORPex23-1.htm
EX-99.2 - FIRSTBANK CORPORATION 401(K) PLAN PERFORMANCE TABLE - FIRSTBANK CORPex99-2.htm
10-K - FORM 10-K - FIRSTBANK CORPfirstbank_10k-123110.htm
EX-21 - SUBSIDIARIES OF REGISTRANT - FIRSTBANK CORPex21.htm
EX-31.2 - CERTIFICATE OF CHIEF FINANCIAL OFFICER OF FIRSTBANK CORPORATION PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - FIRSTBANK CORPex31-2.htm

EXHIBIT 99.1

I, Thomas R. Sullivan, PEO, certify, based on my knowledge, and

I, Samuel G. Stone, PFO, certify, based on my knowledge, that:


(i)
The compensation committee of Firstbank Corporation has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Firstbank Corporation;

(ii)
The compensation committee of Firstbank Corporation has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Firstbank Corporation and has identified any features of the employee compensation plans that pose risks to Firstbank Corporation and has limited those features to ensure that Firstbank Corporation is not unnecessarily exposed to risks;

(iii)
The compensation committee has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Firstbank Corporation to enhance the compensation of an employee, and has limited any such features;

(iv)
The compensation committee of Firstbank Corporation 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 Firstbank Corporation will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was 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 Firstbank Corporation;

(B)
Employee compensation plans that unnecessarily expose Firstbank Corporation to risks; and

(C)
Employee compensation plans that could encourage the manipulation of reported earnings of Firstbank Corporation to enhance the compensation of an employee;

(vi)
Firstbank Corporation has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), 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)
Firstbank Corporation has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
 
 
(viii)
Firstbank Corporation has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;
 
 
 
 
 
(ix)
Firstbank Corporation and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the 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)
Firstbank Corporation 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 any part of the most recently completed fiscal year that was a TARP period;

(xi)
Firstbank Corporation will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, 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)
Firstbank Corporation will disclose whether Firstbank Corporation, the board of directors of Firstbank Corporation, or the compensation committee of Firstbank Corporation has engaged during any part of the most recently completed fiscal year that was a TARP period, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;
 
 
(xiii)
Firstbank Corporation 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 any part of the most recently completed fiscal year that was a TARP period;

(xiv)
Firstbank Corporation has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Firstbank Corporation and Treasury, including any amendments;
 
 

(xv)
Firstbank Corporation 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, 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.)


Dated:                      March  8, 2011                                                                            
 
 
    /s/ Thomas R. Sullivan  
   
 Thomas R. Sullivan
  
   
 Principal Executive Officer
  
       
       
       
       
    /s/ Samuel G. Stone  
     Samuel G. Stone  
   
 Principal Financial Officer
  

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