stphc.htm


    Exhibit
10.4

    UNITED
STATES OF AMERICA

    Before
the

    OFFICE
OF THRIFT SUPERVISION

     

    
      	
            	 	 	 
	 	In the Matter
      of 	) 	Order No.:
      WN-09-024  
	 	 	) 	 
	 	 	) 	 
	 	FIRST BANCSHARES,
      INC.	) 	Effective
      Date: August 17, 2009
	 	 	) 	 
	 	
              Mountain
      Grove, Missouri 

              OTS Docket No. H2220 

            	
              )

              ) 

            	 
	 


    

     

    STIPULATION
AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST

     

    WHEREAS, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the Western
Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed First
Bancshares, Inc.,
Mountain Grove, Missouri, OTS Docket No. H2220 (Holding Company), that the OTS
is of the opinion that grounds exist to initiate an administrative proceeding
against the Holding Company pursuant to 12 U.S.C. § 1818(b);

    WHEREAS, the Regional Director, pursuant
to delegated authority, is authorized to issue Orders to Cease and Desist where
a savings and loan holding company has consented to the issuance of an order;
and

    WHEREAS, the Holding Company desires to
cooperate with the OTS to avoid the time and expense of such administrative
cease and desist proceeding by entering into this Stipulation and Consent to the
Issuance of Order to Cease and Desist (Stipulation) and, without admitting or
denying that such grounds exist, but only admitting the statements and
conclusions in Paragraphs

     

    First
Bancshares, Inc.

    Stipulation and
Consent to Issuance of Order to Cease and Desist

    Page 1 of
6


    
      
        
          
            	
                     

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    

    1 - 3
below concerning Jurisdiction, hereby stipulates and agrees to the following
terms:

     

    Jurisdiction.

    1.   The
Holding Company is a "savings and loan holding company" within the meaning of 12
U.S.C. § 1813(w)(3) and 12 U.S.C. § 1467a. Accordingly, the Holding Company is a
"depository institution holding company" as that term is defined in 12 U.S.C. §
1813(w)(1).

    2.   Pursuant
to 12 U.S.C. § 1818(b)(9), the "appropriate Federal banking agency" may initiate
cease and desist proceedings against a savings and loan holding company in the
same manner and to the same extent as a savings association for regulatory
violations and unsafe or unsound acts or practices.

    3.   Pursuant
to 12 U.S.C. § 1813(q), the Director of the OTS is the "appropriate Federal
banking agency" with jurisdiction to maintain an administrative enforcement
proceeding against a savings and loan holding company. Therefore, the Holding
Company is subject to the authority of the OTS to initiate and maintain an
administrative cease and desist proceeding against it pursuant to 12 U.S.C. §
1818(b).

    OTS Findings of
Fact.

    4.   Based on
its March 30, 2009 Report of Examination of the Holding Company, the OTS finds
that the Holding Company has engaged in unsafe or unsound practices that
resulted in an increasing level of classified assets, poor earnings, and
inadequate risk management practices of its subsidiary, First Home Savings Bank,
Mountain Grove, Missouri, OTS Docket No. 05233.

    Consent.

    5.   The
Holding Company consents to the issuance by the OTS of the accompanying Order to
Cease and Desist (Order). The Holding Company further agrees to comply with the
terms of

     

    
      First
Bancshares, Inc.

      Stipulation and
Consent to Issuance of Order to Cease and Desist

      Page 2 of
6

    


    
      
        
          
            	
                     

                     

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    the Order
upon the Effective Date of the Order and stipulates that the Order complies with
all requirements of law.

    Finality.

    6.  The Order is issued by
the OTS under 12 U.S.C. § 1818(b). Upon the Effective Date, the Order
shall be a final order, effective, and fully enforceable by the OTS under the
provisions of 12 U.S.C. § 1818(i).

    Waivers.

    7.  The Holding Company
waives the following:

    
      	 	
              (a) 
      the
      right to be served with a written notice of the OTS's charges against it
      as provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part
      509; 

            
	 	(b) 
      the
      right to an administrative hearing of the OTS's charges as provided by 12
      U.S.C. § 1818(b) and 12 C.F.R. Part 509; 
	 	
              (c) 
      the
      right to seek judicial review of the Order, including, without limitation,
      any such right provided by 12 U.S.C. § 1818(h), or otherwise to challenge
      the validity of the Order; and 

            
	 	
              (d) 
      any
      and all claims against the OTS, including its employees and agents, and
      any other governmental entity for the award of fees, costs, or expenses
      related to this OTS enforcement matter and/or the Order, whether arising
      under common law, federal statutes, or
    otherwise. 

            


    

    OTS
Authority Not Affected.

    8.  Nothing in this
Stipulation or accompanying Order shall inhibit, estop, bar, or otherwise
prevent
the OTS from taking any other action affecting the Holding Company if, at any
time, the

     

    
      First
Bancshares, Inc.

      Stipulation and
Consent to Issuance of Order to Cease and Desist

      Page 3 of
6


    

    
      
        
          
          

          


        

         


      

      
         


        
          

        

      

      
         


      

    

    OTS deems it appropriate to do so to
fulfill the responsibilities placed upon the.
OTS by law.


    Other
Governmental Actions Not Affected.

    9.   The
Holding Company acknowledges and agrees that its consent to the issuance of the
Order is
solely for the purpose of resolving the matters addressed herein, consistent
with Paragraph 8 above, and does not otherwise release, discharge, compromise,
settle, dismiss, resolve, or in any way affect any actions, charges against, or
liability of the Holding Company that arise pursuant to this action or
otherwise, and that may be or have been brought by any governmental entity other
than the OTS.

    Miscellaneous.

    10.   The laws
of the United States of America shall govern the construction and validity of
this
Stipulation and of the Order.

    11.   If any provision of this
Stipulation and/or the Order is ruled to be invalid, illegal, or unenforceable
by the decision of any Court of competent jurisdiction, the validity, legality,
and enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby, unless the Regional Director in his or her sole
discretion determines otherwise.

    12.   All
references to the OTS in this Stipulation and the Order shall also mean any of
the OTS's
predecessors, successors, and assigns.

    13.   The
section and paragraph headings in this Stipulation and the Order are for
convenience only and
shall not affect the interpretation of this Stipulation or the
Order.

    14.   The terms
of this Stipulation and of the Order represent the final agreement of the
parties with
respect to the subject matters thereof, and constitute the sole agreement of the
parties with respect to such subject matters.

     

    
      First
Bancshares, Inc.

      Stipulation and
Consent to Issuance of Order to Cease and Desist

      Page 4 of
6

    


    
      
        
          
          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    15.   The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in writing by the OTS, acting through its Regional Director or other
authorized representative. 

    Signature
of Directors/Board Resolution.

    16.   Each
Director signing this Stipulation attests that he or she voted in favor of a
Board Resolution authorizing the consent of the Holding Company to the issuance
of the Order and the execution of the Stipulation. This Stipulation maybe
executed in counterparts by the directors after approval of the execution of the
Stipulation at a duly called board meeting. A copy of the Board Resolution
authorizing the execution of this Stipulation shall be delivered to the OTS
along with the executed original(s) of this Stipulation.

     

    [Remainder
of Page Intentionally Left Blank]

     

    
      
        First
Bancshares, Inc.

        Stipulation and
Consent to Issuance of Order to Cease and Desist

        Page 5 of
6

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
        WHEREFORE,
the
Association, by its directors, executes this
Stipulation.

    

    
       

      
         

        
          	 	Accepted
      by: 
	 	 
	FIRST BANCSHARES,
      INC.	OFFICE OF THRIFT
      SUPERVISION 
	Mountain Grove,
      Missouri 	 
	 	 
	 	 
	By:/s/Thomas M.
      Sutherland                          
       	By: /s/C.K.
      Lee                                                 
      
	    
      Thomas M. Sutherland  	      
      C.K. Lee 
	    
      Chairman  	      
      Regional Director, Western Region 
	 	 
	 	 
	 	Date: See Effective
      Date on page 1 
	 	 
	 	 
	      
      /s/D. Mitch Ashlock,
      Director                     	 
	      
      D. Mitch Ashlock, Director  	 
	 	 
	 	 
	      
      /s/Robert J. Breidenthal,
      Director              
      	 
	      
      Robert J. Breidenthal, Director 	 
	 	 
	 	 
	      
      /s/Harold F. Glass,
      Director                        
      	 
	      
      Harold F. Glass, Director 	 
	 	 
	 	 
	      
      /s/Billy E. Hixon,
      Director                           
       	 
	      
      Billy E. Hixon, Director 	 
	 	 
	 	 
	      
      /s/John G. Moody,
      Director                       
       	 
	      
      John G. Moody, Director 	 


        

         

        First
Bancshares, Inc.

        Stipulation
and Consent to Issuance of Order to Cease and Desist 

        Page 6 of
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