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 any part
of the most recently completed fiscal year that was a TARP 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 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 The First Bancshares, Inc., and 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 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 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 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 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
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) 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 any part of the most recently completed fiscal year that was a TARP
period;



(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 any part of the most recently completed fiscal year that was a TARP period;



(ix) The First Bancshares, Inc. 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) 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 any part of the most recently completed
fiscal year that was a TARP period;



(xi) The First Bancshares, Inc. 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) 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 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) 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 any part of the most recently completed fiscal year that
was a TARP period;



(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, 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 21, 2013
| |                       |