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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB



(Mark One)



|x | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



or



| ̈ | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------



For the transition period from
 to



Commission File No. 000-49766



McINTOSH BANCSHARES, INC.

(Name of
Small Business Issuer in Its Charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Georgia                                                       |  | 58-1922861                         
|(State or Other Jurisdictionof Incorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|210 South Oak Street Jackson, Georgia                         |  | 30233                              
|(Address of Principal Executive Offices)                      |  | (Zip Code)                         



(770) 775-8300

Issuers Telephone Number, Including Area Code



Securities registered pursuant to Section 12(b) of the Act: None.



Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$2.50 par value



Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90
days. Yes x No ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no
disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x



The issuers gross revenue
for its most recent fiscal year was $20,549,806. As of March 22, 2005, 1,119,409 shares of Common Stock were issued and outstanding.



The aggregate market value of the Common Stock held by non-affiliates of the Company on March 22, 2005 was $28,458,840. This calculation is based upon an
estimate of the fair market value of the Common Stock by the Companys Board of Directors of $40.00 per share on that date. There is not an active trading market for the Common Stock and it is not possible to identify precisely the market value
of the Common Stock.



Transitional Small Business Disclosure Format. (Check
one): Yes ̈No x



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DOCUMENTS INCORPORATED BY REFERENCE



Portions of the information required by Part III of this Annual Report are incorporated by reference from the Registrants definitive
Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report.



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McINTOSH BANCSHARES, INC.



ANNUAL REPORT ON
FORM 10-KSB

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004



|            |  |                                                                                       |  |            
|----------- |  | ------------------------------------------------------------------------------------- |  | -----------
|Item Number |  |                                                                                       |  | Page Number
|            | 
|PART I      |  |                                                                                      
|            |  |                                                                                      
|1.          |  | Description of Business                                                               |  | 4          
|2.          |  | Description of Property                                                               |  | 9          
|3.          |  | Legal Proceedings                                                                     |  | 10         
|4.          |  | Submission of Matters to a Vote of Security Holders                                   |  | 10         
|            | 
|PART II     |  |                                                                                      
|            |  |                                                                                      
|5.          |  | Market for Registrants Common Stock and Related Security Holder Matters              |  | 10         
|6.          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 12         
|7.          |  | Consolidated Financial Report                                                         |  | 31         
|8.          |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 32         
|8A.         |  | Controls and Procedures                                                               |  | 32         
|8B.         |  | Other Information                                                                     |  | 32         
|            | 
|PART III    |  |                                                                                      
|            |  |                                                                                      
|9.          |  | Directors and Principal Officers of the Registrant                                    |  | 32         
|10.         |  | Executive Compensation                                                                |  | 33         
|11.         |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 33         
|12.         |  | Certain Relationships and Related Transactions                                        |  | 33         
|            | 
|PART IV     |  |                                                                                      
|            |  |                                                                                      
|13.         |  | Exhibits                                                                              |  | 33         
|14.         |  | Principal Accountant Fees and Services                                                |  | 35         



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|Item 1. | Description of Business.
|------- | ------------------------



General



McIntosh Bancshares, Inc. (the Company), a registered bank holding company, was incorporated under the laws of Georgia in 1990 and acquired
100% of the outstanding shares of McIntosh State Bank (the Bank) on April 25, 1991. The Bank was incorporated under the laws of Georgia on February 14, 1964. In March 1998 the Company capitalized a wholly owned subsidiary, McIntosh
Financial Services, Inc. (MFS), which was incorporated under the laws of Georgia on January 8, 1998.



Services



The Bank is a community oriented, full-service commercial bank, serving the Georgia counties of Butts, Jasper, and South Henry through offices in Jackson,
Monticello, and Locust Grove. The Bank has four automated teller machines (ATMs). The Bank emphasizes autonomy for each office with decisions made locally. The Bank offers checking, savings, individual retirement, and time deposit accounts, safe
deposit boxes, issues ATM and debit cards, conducts wire transfers, and offers internet banking and cash management services. The Bank offers lending services for purposes such as commercial, industrial, real estate, municipal, and leasehold
financing as well as offers personal secured and unsecured credit. The Bank provides secondary market financing for conforming residential real estate loans through conventional, Veterans Administration, Federal Housing Administration, or Georgia
Residential Financial Administration programs. Neither the Company nor the Bank generates a material amount of revenue from foreign countries, nor does either have material long-lived assets, customer relationships, mortgages or servicing rights,
deferred policy acquisition costs, or deferred tax assets in foreign countries. Thus, the Company has no significant risks attributable to foreign operations.



MFS offers mutual fund investments, fixed and variable annuities, life, health, and long term care insurance, estate planning, and investment
management services. MFS has a separate office in the Banks Jackson office.



Loans



The Bank grants both secured and unsecured loans to individuals and businesses. As of December 31, 2004, the Banks loan portfolio totaled
$233,583,283.



Although the Bank has a diversified loan
portfolio, a substantial portion is secured by improved and unimproved real estate which is dependent on the real estate market. As of December 31, 2004, the Bank had a concentration of loans to finance the acquisition, development, and construction
(AD&C) of multifamily, commercial, and residential real estate. This AD&C concentration, including associated unfunded commitments, totals $63,576,389 and represents



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24.95% of gross loans and unfunded loan commitments. The Bank has established a maximum of 37.50% of gross loans plus unfunded commitments on the AD&C
portion of the portfolio.



Lending Policy



Standards for extensions of credit are contained in the
Banks loan policy. Loans are predominately from borrowers within the Banks delineated areas of Butts, Jasper and South Henry counties. Loans are granted to individuals or businesses on either an unsecured or secured basis. Limits
covering the maximum amount of indirect and direct debt to any one borrower, the maximum amount a loan officer may lend, the maximum amount of funds that may be advanced on certain collateral, and the maximum lending authority of the Banks
loan committee and individual loan officers are contained in the loan policy. The loan policy is reviewed and approved annually by the Banks board of directors.



Loan Review and Non-Performing Assets



The Bank contracts with a third party for its loan review. The scope of loan review represented a cumulative total of 56% of
the portfolio outstanding as of December 31, 2004, and included all commercial credits, all classified (Substandard and Doubtful) or Watch rated loans, and a sample of the consumer loan portfolio. Also included in the scope of loan review are loan
administration matters such as potential violations of law, policy and documentation exceptions, and credit collection efforts. Loan review is conducted quarterly. The results are presented to the Companys Audit Committee.



All loans are graded according to an initial risk assessment conducted by the
originating loan officer. Thereafter, loan grades may change based on results of the external loan review process or an examination, at the direction of an office President, or if the loan becomes delinquent. The Banks practice is to
charge-off loans when they become 120 days past due or are rated Loss. The Bank places loans on nonaccrual status once they become 90 days past due. Exceptions may apply if the loan is consumer installment debt or if the loan is secured by a 1-4
family residence and in the process of collection.



Investment Policy



The Banks investment
policy establishes objectives for the investment portfolio and the guidelines for bank investments. Bank investments provide liquidity to accommodate deposit or loan fluctuations, secure public deposits, and supplement bank earnings consistent with
liquidity, interest sensitivity, and credit quality considerations. Provisions of the investment policy address investment authority and oversight, permissible investments, accounting treatment, selection and monitoring of broker/dealers, and
unsuitable investment practices. Portfolio composition and performance as well as individual transactions are regularly reviewed by the Banks Asset/Liability Committee (ALCO) and the board of directors. The investment policy is reviewed and
approved by the Board of Directors annually.



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Asset/Liability Management



The Banks assets/liabilities, liquidity, and interest rate risk policy
establishes an ALCO which is responsible for measuring, monitoring, and managing exposure to adverse interest rate movements. ALCO is composed of the Banks CEO, CFO, office Presidents, Chief Credit Officer and two outside directors. The Bank
manages exposure to interest rate movements by modeling static gap, economic value of equity (EVE), and earnings at risk.



Liquidity is measured utilizing a calculation accepted by the Banks regulatory authorities. A liquidity ratio of 10% or greater and a loan to
funding ratio of less than 85% have been approved by the board of directors as suitable measures of liquidity. As of December 31, 2004, the Banks liquidity and loan to funding ratios were 10.26% and 83.19%, respectively. As a secondary source
of liquidity, the Bank has lines of credit with its correspondent banks and the Federal Home Loan Bank totaling $86.5 million. As of December 31, 2004, $22 million was outstanding under these lines.



Supervision and Regulation



The Company is a registered bank holding company subject to regulation by
the Board of Governors of the Federal Reserve System (Federal Reserve) under the Bank Holding Company Act of 1956, as amended (Act). The Company is required to file financial information with the Federal Reserve periodically and is subject to
periodic examination by the Federal Reserve.



The Act requires
every bank holding company to obtain the prior approval of the Federal Reserve before (i) it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (ii) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the assets of a bank; and (iii) it may merge or consolidate with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in,
or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities found by the Federal Reserve, by order or regulation, to be closely related to banking or
managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are: (i) making or servicing loans and certain types of leases;
(ii) performing certain data processing services; (iii) acting as fiduciary or investment or financial advisor; (iv) providing discount brokerage services; (v) underwriting bank eligible securities; (vi) underwriting debt and equity securities;
(vii) underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and (viii) making investments in corporations or projects designed primarily to promote community welfare.



The Gramm-Leach-Bliley Act (GLBA) of 1999 permits eligible banks and bank
holding companies to engage in activities and to affiliate with nonbank organizations engaged in activities that are financial in nature or incidental or complimentary to such financial activities.



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The GLBA effectively repeals certain provisions of the Glass-Steagall Act of 1933 which separated banking, insurance, and
securities underwriting activities.



Under GLBA, bank holding
companies whose banking subsidiaries are well capitalized and well managed may also apply to become a financial holding company. Financial holding companies have the authority to engage in activities that are financial in nature that are not
permitted for other bank holding companies. Some of the activities that the Act provides are financial in nature are: (a) lending, exchanging, transferring, investing for others, or safeguarding money or securities; (b) insuring, guaranteeing, or
indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker with respect thereto; (c) providing financial, investment, or economic advisory services, including
advising an investment company; (d) issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly; and (e) underwriting, dealing in, or making a market in securities.



The Company has no immediate plans to register as a financial holding
company.



The Company must also register with the Georgia
Department of Banking and Finance (DBF) and file periodic information with the DBF. As part of such registration, the DBF requires information with respect to the financial condition, operations, management, and inter-company relationships of the
Company, the Bank, and MFS and related matters. The DBF may also require such other information as is necessary to keep itself informed as to whether the provisions of Georgia law and the regulations and orders issued thereunder by the DBF have been
complied with, and the DBF may examine the Company.



The
Company is an affiliate of the Bank under the Act, which imposes restrictions on (i) loans by the Bank to the Company; (ii) investments in the stock or securities of the Company by the Bank; (iii) the Bank taking the stock or securities of an
affiliate as collateral for loans by the Bank to a borrower, and (iv) the purchase of assets from the Company by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection
with any extensions of credit, lease or sale of property or furnishing of services.



The Bank is regularly examined by the FDIC. The Bank, as a state chartered bank under the laws of Georgia, is subject to the supervision of, and is regularly examined by, the DBF. Both the FDIC and DBF must grant
prior approval of any merger, consolidation or other corporate reorganization involving the Bank. A bank can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of a commonly
controlled institution.



Activities of MFS are governed by the
State of Georgia Insurance Department (Department) and the National Association of Securities Dealers (NASD). The Department and the NASD may examine the activities of MFS at any time. The Department and the NASD require MFS and its representatives
to fulfill licensing and continuing education requirements. Customer complaints or compliance lapses deemed serious enough may be cause for licenses to be revoked and the business



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to cease operation. As of December 31, 2004, MFS is not aware of any matters pending before the Department or the NASD.



Payment of Dividends



The Company is a legal entity separate and distinct from the Bank. Most of
the revenues of the Company result from dividends paid to it by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank to the Company, its shareholder. Under DBF regulations, the Bank may not
declare and pay dividends out of retained earnings without first obtaining the written permission of the DBF unless such bank meets the following requirements: (i) total classified assets as of the most recent examination of the bank does not exceed
80% of equity capital (as defined by the regulation); (ii) the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits after taxes but before dividends for the previous
calendar year; and (iii) the ratio of equity capital to adjusted assets is not less than 6%.



The payment of dividends by the Company and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The Federal Reserve maintains
that a bank holding company must serve as source of financial strength to its subsidiary banks. As a result, the Company may be required to provide financial support to the Bank at a time when, absent such Federal Reserve requirement, the Company
may not deem it advisable to provide such assistance. Similarly, the FDIC maintains that insured banks should generally only pay dividends out of current operating earnings and dividends should only be declared and paid after consideration of the
banks capital adequacy in relation to its assets, deposits, and such other items. The amount available by the Bank to pay the Company in dividends during 2004 and without prior approval of the DBF is $1,751,096. During the year ending December
31, 2004, the Company declared and paid cash dividends totaling $650,000, or 17.90% of net earnings.



Capital Adequacy



The Federal Reserve and the FDIC have implemented substantially identical rules for assessing bank and bank holding company capital adequacy. These
regulations establish minimum capital standards in relation to assets and off-balance sheet exposures for credit risk. Bank and bank holding companies are required to have (i) a minimum ratio of Total Capital (as defined) to risk-weighted assets of
8%; (ii) a minimum ratio of Tier One Capital (as defined) to risk-weighted assets of 4%; and (iii) a minimum ratio of stockholders equity to risk-weighted assets of 4%. The Federal Reserve and the FDIC also require a minimum leverage capital
ratio of Tier One Capital to total assets of 3% for the most highly rated banks and bank holding companies. Tier One Capital generally consists of common equity, minority interests in equity accounts of consolidated subsidiaries, and noncumulative
perpetual preferred stock and generally excludes unrealized gains or losses on investment securities, certain intangible assets, and certain deferred tax assets. The Federal Reserve or the FDIC will require a bank or bank holding company to maintain
a leverage



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ratio greater than 3% if either is experiencing or anticipating significant growth, is operating with less than well-diversified risks, or is experiencing
financial, operational, or managerial weaknesses.



In addition,
the FDIC Improvement Act of 1991 provides for prompt corrective action (PCA) if a banks leverage capital ratio reaches 2%. PCA may call for the bank to be placed in receivership or sold to another depository institution. The FDIC has adopted
regulations implementing PCA which place financial institutions in the following five categories based on capitalization ratios: (i) a well capitalized institution has a total risked-based capital ratio of at least 10%, a Tier One risked-based ratio
of at least 6%, and leverage capital ratio of at least 5%; (ii) an adequately capitalized institution has a total risked-based capital ratio of at least 8%, a Tier One risked-based ratio of at least 4%, and leverage capital ratio of at least 4%;
(iii) an undercapitalized institution has a total risked-based capital ratio under 8%, a Tier One risked-based ratio under 4%, and leverage capital ratio under 4%; and (iv) a critically undercapitalized institution has a leverage capital ratio under
2%. Institutions in any of the three undercapitalized categories would be prohibited from declaring and paying dividends or making capital distributions. The FDIC regulations also establish procedures for downgrading an institution to a lower
capital category based on supervisory factors other than capital. As of December 31, 2004 the capital ratios for the Company and the Bank are as follows:



|                  |  |         |   |  |       |  
|----------------- |  | ------- | - |  | ----- | -
|                  |  | Company |   |  | Bank  |  
|Leverage Capital  |  | 9.23    | % |  | 9.14  | %
|Tier 1 Risk-Based |  | 11.59   | % |  | 11.49 | %
|Total Risk-Based  |  | 12.79   | % |  | 12.69 | %



Employees



At December 31, 2004 the Bank had
102.5 full time equivalent employees. The Bank is not a party to any collective bargaining agreement.



|Item 2. | Description of Property
|------- | -----------------------



The assets of the Company consists almost entirely of its ownership interest in the Bank and MFS. Both the holding company and MFS operate out of premises
owned by the Bank. The Bank owns the following properties:



| | (1) | Main Office
| | --- | -----------

210 South Oak Street

Jackson, Georgia 30233



Built in 1964, 11,000 square feet of heated space and five drive-thru lanes.



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| | (2) | Monticello Office
| | --- | -----------------

| |  | 208 East Greene Street
| |  | ----------------------

| |  | Monticello, Georgia 31064
| |  | -------------------------



Built in 1966, 5,100 square feet of heated space, and four remote drive-thru lanes.



| | (3) | Locust Grove Office
| | --- | -------------------

| |  | 3796 Highway 42 South
| |  | ---------------------

| |  | Locust Grove, Georgia 30248
| |  | ---------------------------



Built in 2000, 3,700 square feet of heated space, and three drive-thru lanes.



| | (4) | Operations Center
| | --- | -----------------

| |  | 264 Alabama Boulevard
| |  | ---------------------

| |  | Jackson, Georgia 30233
| |  | ----------------------

Built in 1998, 17,100 square feet
of heated space.



| | (5) | Remote ATMs:
| | --- | ------------

| |  | 632 East Third Street, Jackson, Georgia 30233
| |  | ---------------------------------------------



The Bank also owns the furniture, fixtures and equipment located at the above locations.



|Item 3. | Legal Proceedings
|------- | -----------------



The Bank is from time to time involved in various legal actions arising from normal business activities. Management believes that the liability, if any, arising from such actions will not have a material adverse effect on the Companys
financial condition. Neither the Bank nor the Company is a party to any proceeding to which any director, officer or affiliate of the issuer, any owner of more than five percent (5%) of its voting securities is a party adverse to the Bank or the
Company.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------



No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.



|Item 5. | Market Price of and Dividends on the Registrants Common Equity and Other Shareholder Matters
|------- | ---------------------------------------------------------------------------------------------



There is no established public trading market for the Companys common stock. It is not traded on an exchange or in the over-the-counter market.
There is no assurance that an active market will develop for the Companys common stock in the future. Therefore, management of the Company is furnished with only limited information concerning trades of the Companys common stock. The
following table sets forth for each quarter during the most two recent fiscal years the



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number of shares traded and the high and low per share sales prices to the extent known to management.



|               |  |                         |  |                              |       |                             |   |      
|-------------- |  | ----------------------- |  | ---------------------------- | ----- | --------------------------- | - | -----
|YEAR 2004      |  | NUMBER OF SHARES TRADED |  | HIGH SALES PRICE (Per Share) |       | LOW SALES PRICE (Per Share)
|First Quarter  |  | 4,678 Shares            |  | $                            | 37.00 |                             | $ | 32.00
|Second Quarter |  | 2,655 Shares            |  | $                            | 38.00 |                             | $ | 35.00
|Third Quarter  |  | 3,016 Shares            |  | $                            | 40.00 |                             | $ | 35.00
|Fourth Quarter |  | 1,786 Shares            |  | $                            | 40.00 |                             | $ | 38.00



|               |  |                         |  |                              |       |                             |   |      
|-------------- |  | ----------------------- |  | ---------------------------- | ----- | --------------------------- | - | -----
|YEAR 2003      |  | NUMBER OF SHARES TRADED |  | HIGH SALES PRICE (Per Share) |       | LOW SALES PRICE (Per Share)
|First Quarter  |  | 2,378 Shares            |  | $                            | 35.00 |                             | $ | 32.00
|Second Quarter |  | 2,770 Shares            |  | $                            | 32.00 |                             | $ | 32.00
|Third Quarter  |  | 6,023 Shares            |  | $                            | 32.00 |                             | $ | 32.00
|Fourth Quarter |  | 4,459 Shares            |  | $                            | 35.00 |                             | $ | 32.00



The Company has begun
paying dividends on a quarterly basis. Any declaration and payment of dividends will be based on the Companys earnings, economic conditions, and the evaluation by the Board of Directors of other relevant factors. The Companys ability to
pay dividends is dependent on cash dividends paid to it by McIntosh State Bank, its wholly-owned subsidiary. The ability of the bank to pay dividends to the Company is restricted by applicable regulatory requirements. See Supervision and
Regulation. The Company paid dividends of $0.45 per share in 2003 and $0.60 per share in 2004.



As of March 22, 2005 there were 1,119,409 shares of the Companys common stock issued and outstanding held of record by approximately 592 persons
(not including the number of persons or entities holding stock in nominee or street name through various brokerage houses).



In 1998 the Company adopted an incentive stock option plan which authorized the Company to issue to officers and other key employees of McIntosh State
Bank options to purchase in the aggregate as many as 35,000 shares of the Companys common stock. The number of shares so authorized was subject to increase in the event, among other matters, of a stock dividend. As a result of the stock
dividends declared by the Company in 2000 and 2001, there are now 52,938 shares of its common stock for which such options may be granted. Options to purchase 51,219 shares of its common stock have been issued pursuant to the 1998 Incentive Stock
Option Plan as of March 22, 2005.



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|Item 6. | Managements Discussion and Analysis of Financial Condition and Results of Operations for Years ended December 31, 2004 and December 31, 2003.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------



Forward Looking Statement



This discussion contains forward-looking statements under the private Securities Litigation
Reform Act of 1995 that involve risk and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained in the discussion are reasonable, any of the assumptions could be inaccurate. Factors that
could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where the Company operates); competition from other providers of
financial services offered by the Company; government regulations and legislation; changes in interest rates; and material unforeseen changes in the financial stability and liquidity of the Companys credit customers. All these factors are
difficult to predict and may be beyond the control of the Company. The Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated
events.



Financial Condition



The financial condition of McIntosh Bancshares, Inc. (Company) for the twelve months as of
December 31, 2004 shows assets grew $34,325,711 or 12.4%. The increase is principally attributable to a $30,590,194 or 15.1% increase in gross loans, a $1,329,117 increase in fixed assets due to the expansion of the operations center, and a
$1,330,781 increase in other assets due to the purchase of additional bank owned life insurance. Total deposits increased $23,601,936 or 10.1% during the last twelve months. The change from the prior year-end is principally attributable to a
$4,194,879 increase in demand deposits, a $11,175,941 increase in NOW and money market account balances, a $382,256 increase in savings account balances, and a $7,902,860 increase in time deposits.



The allowance for loan losses (ALL) declined $265,193 for the twelve months ending December
31, 2004. The decrease results from $457,557 in provision expense and $722,750 in net charge-offs. As of December 31, 2004, the ALL as a percentage of gross loans is 1.25% versus 1.57% for the prior year-end. The decrease in the overall reserve
ratio is due to recognition via charge-off of two credits identified as having more than the normal level of risk of loss and revisions in the methodology used to determine ALL adequacy. Revisions in the methodology used to determine ALL adequacy
included the following: (a) In 2004, the Banks historical loss history was revised to include credit loss experience for 2003. This change resulted in a required ALL that was $126,657 lower; and (b) In 2004, individual real estate, pre-sold
real estate, commercial real estate, and municipality loans were assigned a lower risk weighting due to managements ongoing assessment of potential risk in those loan categories. This change resulted in a required ALL that was $186,411 lower.
Had these adjustments not occurred in 2004, the reserve ratio would have been 1.38%.



|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|------------------------------------------ |  | --------- | ----- | ----- | ---- | - | --------- | - | ----- |  | ---- | -
|ALL by Loan Category (Amount in
thousands) |  | 2004Total |       | 2004% |      |   | 2003Total |   | 2003% | 
|Commercial, financial & agricultural       |  | $         | 422   |       | 1.28 | % |           | $ | 475   |  | 1.77 | %
|Real estate-mortgage                       |  |           | 1,545 |       | 1.07 | % |           |   | 1,927 |  | 1.53 | %
|Real estate-construction                   |  |           | 661   |       | 1.55 | % |           |   | 546   |  | 1.48 | %
|Consumer loans                             |  |           | 285   |       | 2.03 | % |           |   | 230   |  | 1.70 | %
|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|Total Allowance for Loan Losses            |  | $         | 2,913 |       | 1.25 | % |           | $ | 3,178 |  | 1.57 | %



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The decrease in reserve ratio for the commercial, financial and agricultural loan category from the prior year is due to
the charge-off of a $296,000 internally graded credit, $307,000 fewer internally graded loans (net of the aforementioned charge-off), and a lower historical loss experience resulting in $103,000 less reserve requirement for the category. Had the
loss experience remained unchanged from 2003, the ALL ratio for the commercial, financial, and agricultural category would have been 1.59%



The decrease in reserve ratio for the real estate mortgage category from the prior year is due to the write-down of a credit relationship totaling $380,000, $3.2 million
fewer internally graded loans (net of the aforementioned charge-off), and the adjustment lowering the risk weighting for loans secured by individual and commercial real estate. Had this adjustment not occurred in 2004, the ALL for the real estate
mortgage category would have been $135,000 higher which would have resulted in a 1.17% reserve ratio for the category.



The increase in reserve ratio for the real estate construction category from the prior year is due to $1.6 million more loans internally graded. Partially off-setting
this increase was the adjustment lowering the risk weighting for pre-sold and commercial construction loans. Had this adjustment not occurred in 2004, the ALL for the real estate construction loan category would have been $38,000 higher which would
have resulted in a 1.64% reserve ratio for the category.



The increase in
reserve ratio for the consumer loan category from the prior year is due to a higher level of internally graded credits and a rise the in severity of loans internally graded. Internally graded loans increased $285,000 over the prior year level.
Partially off-setting this increase was the adjustment to the historical loss experience for this category. Had this adjustment not occurred in 2004, the ALL for the consumer loan category would have been $24,000 higher which would have resulted in
a 2.20% reserve ratio for the category.



The Banks delinquency ratio
(loans past due 30 days or more and loans on nonaccrual as a percentage of gross loans) declined from 1.36% to 1.17% during the year. The lower delinquency ratio is principally due to $555,000 less loans delinquent 30 days or more and not on
nonaccrual brought about by a concerted effort on the part of management to collect or workout delinquent credits in the portfolio.



As of December 31, 2004 the Company continued to have a concentration in acquisition, development, and construction (AD&C) loans. Management has established a maximum
limit where total AD&C loans may not exceed 37.5% of the Companys loan portfolio including unfunded commitments. As of December 31, 2004, AD&C loans represented 25.0% of gross loans and commitments versus 24.1% as of the prior
year-end. The primary risks of AD&C lending are: (a) Loans are dependent upon continued strength in demand for residential real estate. Demand for residential real estate is dependent on favorable real estate mortgage rates and population growth
from expanding industry and services in the metropolitan Atlanta area; (b) Loans are concentrated to a limited number of borrowers; and (c) Loans may be less predictable and more difficult to evaluate and monitor.



For the twelve months ending December 31, 2004, the Companys equity capital rose
$2,638,270 from the prior period. The change in equity capital over the twelve month period resulted from $3,604,811 in net income, a $294,895 decline in unrealized gains on securities available for sale, and by $671,646 in cash dividends paid.



Liquidity



The Bank must maintain, on a daily basis, sufficient funds to cover depositor withdrawals
and to supply new borrowers with funds. To meet these obligations, the Bank keeps cash on hand, maintains account balances with its correspondent banks, and purchases and sells Federal funds and other short-term investments. Asset and liability
maturities are monitored in order to avoid significant mismatches which could adversely impact liquidity. It is the policy of the Bank to monitor its liquidity to achieve earnings enhancements and meet regulatory requirements while funding its
obligations.



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Liquidity is monitored daily and formally measured on a monthly basis. As of December 31, 2004, the Banks liquidity
ratio was 10.3% versus 13.4% as of the prior year-end. The Banks liquidity during 2004 was affected by a 15.1% rise in loans but only a 12.7% increase in funding liabilities. To support liquidity during 2004 and as a cheaper source of funding
versus local deposits, management expanded usage of wholesale funding alternatives. In 2004 the Bank began utilizing brokered deposits which as of December 31, 2004 totaled $5,652,000. The Bank also drew an added $8 million against its credit line
with the Federal Home Loan Bank of Atlanta (FHLB) in order to support the loan growth experienced during 2004. Management anticipates utilizing more wholesale funding in 2005 given projected funding demands resulting from expanding into the
Banks Henry county market. Excluding the FHLB, the Bank has $20.5 million in lines of credit with its correspondent banks to supplement short term liquidity. During the year, the Bank borrowed for 32 days under these commitments with a high of
$6,864,000 in July 2004.



The Bank has $5 million in fixed rate FHLB advances
that may be convertible to floating rates in 2005. If the FHLB elects to convert these advances, management may elect to repay them in full without penalty. Given current rates, management anticipates the FHLB to convert these advances; thus
management will likely repay them from other wholesale funding options including other advances from the FHLB.



Advances are drawn under a $66 million line of credit with FHLB. In July 2004 the Bank entered into a new borrowing agreement with the FHLB which expanded borrowing capacity to roughly double the amount allowed in
2003. The agreement calls for the Bank to pledge all its qualified commercial real estate mortgages, 1-4 family residential mortgages, home equity mortgages, and multifamily mortgages outstanding. Previously, the Bank only pledged its 1-4 family
mortgages as collateral to the FHLB. During the twelve months ending December 31, 2004, management drew and an additional $10 million in FHLB advances and repaid $2 million in advances. New advances were drawn at a blended rate of 2.80%. During the
twelve months ending December 31, 2004, management utilized the daily revolving credit (DRC) facility as part of its FHLB credit line. During the year, the Bank borrowed for 34 days under the DRC with a high of $10 million in August 2004. See Table
8 for a recap of Bank borrowing.



Critical Accounting Policies



Critical accounting policies are dependent on estimates that are
particularly susceptible to significant changes. Determination of the Banks ALL and income taxes have been identified as critical accounting policies.



The ALL is maintained at a level believed to be appropriate by management to provide for probable loan losses inherent in the portfolio as of each quarter-end.
Managements judgment as to the amount of the ALL, including the allocated and unallocated elements, is a result of ongoing review of lending relationships, the overall risk characteristics of the portfolio segments, changes in the character or
size of the portfolio segments, the level of impaired or nonperforming loans, historical net charge-off experience, prevailing economic conditions and other relevant factors. Loans are charged off to the extent they are deemed to be uncollectible.
The ALL level is highly dependent upon managements estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the timing of collecting nonperforming loans. Such estimates may be subject to
frequent adjustments by management and reflected in the provision for loan losses in the periods in which they become known.



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Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets or liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. The determination of current and deferred taxes is based on complex analyses of many factors including interpretation of Federal and state income tax laws, the difference between tax and financial reporting basis assets and liabilities
(temporary differences), estimates of amounts due or owed such as the reversals of temporary differences, and current financial accounting standards. Actual results could differ significantly from the estimates and interpretations used in
determining current and deferred taxes.



Off-Balance Sheet Arrangements



As described further in footnote 13 to the Companys audited
financial statements, the Banks lending activities regularly result in unfunded commitments to creditworthy customers requesting financing for working capital, construction and development activities, and home equity lines of credit.
Commercial unfunded commitments are typically secured by collateral margined in accordance with the Banks lending policy. Commercial unfunded commitments, excluding construction and development, are generally for terms less than three years.
Unfunded commitments for construction and development are typically for terms less than 18 months. Home equity lines of credit are generally secured by collateral margined in accordance with Banks lending policy and mature in ten years.
Advances under all loan commitments occur in the normal course of the Banks operations. Management considers its unfunded commitments when assessing the Banks liquidity and monitoring concentrations of credit. Commitment fees generally
represent 0.5% to 1.0% of the total commitment amount (funded and unfunded) and are recognized as loan fees. Loan fees for the years ending December 31, 2004, and 2003 were $415,567 and $431,165, respectively.



From time to time the Bank is asked by its creditworthy customers to issue standby or
performance letters of credit. These letters of credit are generally issued for terms no longer than two years and are secured by collateral margined in accordance with the Banks lending policy. The Bank has not been asked to perform on any of
its outstanding letters of credit during 2004 or 2003. Fees for issuing letters of credit totaled $10,183 and $9,806 for the years ending December 31, 2004 and 2003, respectively.



The following table represents outstanding contingent liabilities by category for the years ending December 31, 2004 and 2003, respectively.



|                                              |  |           |        |           |      |   |           |   |           |  |      |  
|--------------------------------------------- |  | --------- | ------ | --------- | ---- | - | --------- | - | --------- |  | ---- | -
|Contingent Liabilities by Category            |  | 2004Total |        | % ofTotal |      |   | 2003Total |   | % ofTotal | 
|(Amount in thousands)                         |  |           |        |           |      |   |           |   |           | 
|Unfunded commitments secured by 1-4 family RE |  | $         | 9,247  |           | 25.1 | % |           | $ | 8,352     |  | 20.3 | %
|Unfunded commitments secured by commercial RE |  |           | 21,117 |           | 57.3 | % |           |   | 28,704    |  | 69.6 | %
|Other unfunded commitments                    |  |           | 5,411  |           | 14.7 | % |           |   | 3,275     |  | 8.0  | %
|Financial standby letter of credit            |  |           | 515    |           | 1.4  | % |           |   | 452       |  | 1.1  | %
|Performance standby letters of credit         |  |           | 548    |           | 1.5  | % |           |   | 430       |  | 1.0  | %
|                                              |  |           |        |           |      |   |           |   |           |  |      |  
|Total Contingent Liabilities                  |  | $         | 36,838 |           | 100  | % |           | $ | 41,213    |  | 100  | %



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Results of Operations  Twelve Months Ended December 31, 2004



Net interest income for the twelve months increased $1,226,986 or 11.6% from the year-ago
period. The increase in net interest income is attributable to loan growth totaling $30.6 million and a higher proportion of loans as a percentage of the Companys balance sheet. Loans represented 75% of average assets in 2004 versus 71% in
2003. The Companys December 31, 2004 tax equivalent net interest margin of 4.38% declined 13 basis points from the year-ago period. Margin decline principally resulted from the net interest component of the net interest margin falling 5 basis
points and the loan fee component of the net interest margin falling 8 basis points relative to the prior year. The 8 basis point decline in the fee component of the margin is due to competitive pressures dampening loan fees despite higher loan
volume. The decline in the interest component of the net interest margin is due to loans and other earning assets repricing lower than the fall in funding costs. The yield on earning assets fell 27 basis points from 2003 to 2004; however, cost of
funds as a percentage of earning assets declined only 19 basis points over the same period. Helping to offset the lower margin was the Banks average loan-to-funding ratio rose from 81.7% to 83.2%.



Total interest income for the twelve months rose $1,492,023 or 9.5% from the year-ago period.
The yield on earning assets as of December 31, 2004 was 6.25% and declined 27 basis points from the year-ago period. This decline results from a 58 basis point reduction in loan yield, a 15 basis point reduction in investment portfolio yield, and a
30 basis point rise in yield on federal funds sold and interest bearing deposits.



The overall decline in yield on earning assets from the year-ago period results from fixed rate loans and investments maturing or repricing at lower rates. Approximately $15.3 million in loans were renewed during the past twelve months at
lower rates. In addition, loans tied to the prime lending rate, but containing floors, did not necessarily rise in tandem with the 125 basis point rise in the prime lending rate during 2004. As of December 31, 2004 approximately 42% of the
Banks floating rate loans and 22% of the Banks gross loans contain interest rate floors. Approximately $26.1 million in securities was purchased during the past twelve months to replace $25.1 million in called or matured securities and
prepaid mortgage-backed securities over the same period. Bonds called or matured during the past twelve months totaled 51.1% of the investment portfolio. The weighted average yield (WAY) on called or matured securities during this period was 3.31%
versus a WAY of 3.01% for securities purchased during the same period.



Interest expense for the twelve months rose $265,037 or 5.1% from the year-ago period. The increase in interest expense is due to $31.6 million or 12.7% growth in funding liabilities from the year-ago period. The cost of funds as of
December 31, 2004 was 2.29% and declined 22 basis points from the year-ago period. This decline results from a 1 basis point decline in the cost of funds on interest bearing demand deposit accounts, a 2 basis point decline in the cost of funds on
savings accounts, a 36 basis point decline in cost of funds on time deposits, and a 73 basis point decline on borrowed money.



The overall decline in the cost of funds from the year-ago period results from maturing time deposits repricing downward from higher rates when they were originated in
prior years. Management was unable to achieve further reductions in the cost of funds due to the highly competitive market that has developed locally for funding. As a result, management has begun to rely more on wholesale funding options as a
cheaper and more readily available source of funding.



Provision expense for
the twelve months rose $30,485 or 7.1% from the year-ago period. The rise in provision expense versus the prior year-end was due to a 15.1% increase in loans outstanding offset by lower required reserves resulting from changes to the methodology for
determining ALL adequacy and improved overall credit quality. Refer to the discussion on ALL adequacy for further comment.



Other income declined $2,602 or 0.1% from the year-ago period. Income from secondary market financing activity declined $193,264 or 26.6% from the year-ago period due to
a slowdown in refinancing mortgage loans. This decline was partially offset by $103,286 more overdraft fee income and $36,961 more automated teller machine service charges.



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Other noninterest expense increased $952,204 or 11.3% from the year-ago period. This increase is attributable to several
factors, including: an increase in salary and benefit expenses resulting from the addition of 13.5 full time equivalent employees due to centralizing loan administration and filling key support positions, employee raises, and 10% increase in health
insurance costs; increased depreciation expense totaling $57,634 associated with technology improvements; increased business and development costs totaling $26,327 due to greater advertising expense; higher computer and data processing costs
totaling $172,823 due to converting to a new core computer system; and increased telephone expenses totaling $43,960 due to the installation of a new company-wide telephone system and higher line expense.



Income tax expense increased $86,016 or 5.5% from the year-ago period. The increase from the
year-ago period was attributable to 4.8% more net income before income tax and an increase in the effective tax rate. As of December 31, 2004, the effective income tax rate was 31.6% versus 31.4% from the year-ago period. The increase in the
effective income tax rate results from less tax free income as a percentage of total income. More taxable income results in more income tax which results in a higher effective income tax rate.



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McIntosh Bancshares, Inc.

Table 1 - Average Balance Sheets, Interest and Rates



The table
below shows the year-to-date average balance for each category of interest earning assets and interest-bearing liabilities for the indicated periods and the average rate of interest earned or paid thereon.



|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|------------------------------------------------ |  | -------------------------------- | ----------- | - | ---------------------- | - | ------------------- | ---- | ---- | -------------- |  | - | ---------------------- | - | ------------------- | - | ---------- | -------------- | ---- | - | ---------------------- | - | ------------------- | - |  | - | ---------- |  | ---- | -
|                                                 |  | For the Years Ended December 31, |            
|                                                 |  | 2004                             |             |   | 2003                   |   |                     | 2002 |     
|                                                 |  | AverageBalance                   |             |   | InterestIncome/Expense |   | WeightedAverageRate |      |      | AverageBalance |  |   | InterestIncome/Expense |   | WeightedAverageRate |   |            | AverageBalance |      |   | InterestIncome/Expense |   | WeightedAverageRate |  
|ASSETS                                           |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Interest earning assets:                         |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Federal funds sold and interest bearing deposits |  |                                  | 6,634,768   |   |                        |   | 90,655              |      | 1.37 | %              |  |   | 11,193,084             |   |                     |   | 119,272    |                | 1.07 | % |                        |   | 9,078,096           |   |  |   | 144,594    |  | 1.59 | %
|Taxable investments                              |  |                                  | 39,725,166  |   |                        |   | 1,416,472           |      | 3.57 | %              |  |   | 37,595,806             |   |                     |   | 1,378,991  |                | 3.67 | % |                        |   | 33,602,769          |   |  |   | 1,628,785  |  | 4.85 | %
|Non-taxable investments                          |  |                                  | 10,228,166  |   |                        |   | 446,692             |      | 4.37 | %              |  |   | 10,489,330             |   |                     |   | 484,887    |                | 4.62 | % |                        |   | 10,897,118          |   |  |   | 520,768    |  | 4.78 | %
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total investments                                |  |                                  | 49,953,332  |   |                        |   | 1,863,164           |      | 3.73 | %              |  |   | 48,085,136             |   |                     |   | 1,863,878  |                | 3.88 | % |                        |   | 44,499,887          |   |  |   | 2,149,553  |  | 4.83 | %
|Taxable loans                                    |  |                                  | 217,531,528 |   |                        |   | 15,236,061          |      | 7.00 | %              |  |   | 181,929,025            |   |                     |   | 13,770,448 |                | 7.57 | % |                        |   | 165,949,082         |   |  |   | 13,470,804 |  | 8.12 | %
|Non-taxable loans                                |  |                                  | 2,363,617   |   |                        |   | 93,359              |      | 3.95 | %              |  |   | 865,125                |   |                     |   | 37,618     |                | 4.35 | % |                        |   | 1,552,824           |   |  |   | 71,978     |  | 4.64 | %
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total loans                                      |  |                                  | 219,895,145 |   |                        |   | 15,329,420          |      | 6.97 | %              |  |   | 182,794,150            |   |                     |   | 13,808,066 |                | 7.55 | % |                        |   | 167,501,906         |   |  |   | 13,542,782 |  | 8.09 | %
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total interest earning assets                    |  |                                  | 276,483,245 |   |                        |   | 17,283,239          |      | 6.25 | %              |  |   | 242,072,370            |   |                     |   | 15,791,216 |                | 6.52 | % |                        |   | 221,079,889         |   |  |   | 15,836,929 |  | 7.16 | %
|Allowance for loan losses                        |  |                                  | (3,270,810  | ) |                        |   |                     |      |      |                |  |   | (3,095,306             | ) |                     |   |            |                |      |   |                        |   | (2,615,121          | ) |  |   |            |  |      |  
|Other assets                                     |  |                                  | 20,222,875  |   |                        |   |                     |      |      |                |  |   | 17,480,859             |   |                     |   |            |                |      |   |                        |   | 15,380,331          |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total assets                                     |  | $                                | 293,435,310 |   |                        |   |                     |      |      |                |  | $ | 256,457,923            |   |                     |   |            |                |      |   |                        | $ | 233,845,099         |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY             |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Interest bearing liabilities:                    |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Deposits:                                        |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Demand                                           |  |                                  | 87,189,138  |   |                        |   | 755,198             |      | 0.87 | %              |  |   | 76,275,400             |   |                     |   | 669,654    |                | 0.88 | % |                        |   | 72,114,766          |   |  |   | 997,082    |  | 1.38 | %
|Savings                                          |  |                                  | 10,931,817  |   |                        |   | 43,410              |      | 0.40 | %              |  |   | 10,099,516             |   |                     |   | 42,381     |                | 0.42 | % |                        |   | 9,302,002           |   |  |   | 99,692     |  | 1.07 | %
|Time                                             |  |                                  | 121,300,254 |   |                        |   | 4,061,548           |      | 3.35 | %              |  |   | 110,687,462            |   |                     |   | 4,102,850  |                | 3.71 | % |                        |   | 102,256,572         |   |  |   | 4,560,733  |  | 4.46 | %
|Federal funds purchased                          |  |                                  | 452,568     |   |                        |   | 6,482               |      | 1.43 | %              |  |   | 3,915                  |   |                     |   | 55         |                | 1.40 | % |                        |   | 8,866               |   |  |   | 195        |  | 2.20 | %
|FHLB advances                                    |  |                                  | 19,377,049  |   |                        |   | 608,381             |      | 3.14 | %              |  |   | 10,202,740             |   |                     |   | 395,042    |                | 3.87 | % |                        |   | 8,243,836           |   |  |   | 386,493    |  | 4.69 | %
|Long-term debt                                   |  |                                  | 0           |   |                        |   | 0                   |      | 0.00 | %              |  |   | 0                      |   |                     |   | 0          |                | 0.00 | % |                        |   | 0                   |   |  |   | 0          |  | 0.00 | %
|Convertible sub debentures                       |  |                                  | 0           |   |                        |   | 0                   |      | 0.00 | %              |  |   | 0                      |   |                     |   | 0          |                | 0.00 | % |                        |   | 0                   |   |  |   | 0          |  | 0.00 | %
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total interest bearing liabilities               |  |                                  | 239,250,826 |   |                        |   | 5,475,019           |      | 2.29 | %              |  |   | 207,269,033            |   |                     |   | 5,209,982  |                | 2.51 | % |                        |   | 191,926,042         |   |  |   | 6,044,195  |  | 3.15 | %
|Non-interest bearing demand deposits             |  |                                  | 24,675,149  |   |                        |   |                     |      |      |                |  |   | 22,153,666             |   |                     |   |            |                |      |   |                        |   | 18,048,278          |   |  |   |            |  |      |  
|Other liabilities                                |  |                                  | 1,774,178   |   |                        |   |                     |      |      |                |  |   | 1,837,286              |   |                     |   |            |                |      |   |                        |   | 1,581,031           |   |  |   |            |  |      |  
|Stockholders equity                             |  |                                  | 27,735,157  |   |                        |   |                     |      |      |                |  |   | 25,197,938             |   |                     |   |            |                |      |   |                        |   | 22,289,748          |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total liabilities and stockholders equity       |  | $                                | 293,435,310 |   |                        |   |                     |      |      |                |  | $ | 256,457,923            |   |                     |   |            |                |      |   |                        | $ | 233,845,099         |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Net interest income                              |  |                                  |             |   |                        | $ | 11,808,220          |      |      |                |  |   |                        |   |                     | $ | 10,581,234 |                |      |   |                        |   |                     |   |  | $ | 9,792,734  |  |      |  
|                                                 |  |                                  |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Net interest spread                              |  |                                  |             |   |                        |   |                     |      | 3.96 | %              |  |   |                        |   |                     |   |            |                | 4.01 | % |                        |   |                     |   |  |   |            |  | 4.01 | %
|Net interest margin (TE)                         |  |                                  |             |   |                        |   |                     |      | 4.38 | %              |  |   |                        |   |                     |   |            |                | 4.51 | % |                        |   |                     |   |  |   |            |  | 4.59 | %



Non-accrual loans and the interest
income which was recorded on these loans, if any, are included in the yield calculation for loans in all periods reported.



(TE) - Tax Equivalent. Loan fees of $1,423,248, $1,444,268, and $1,253,246 are included in the yields for 2004, 2003, and 2002, respectively.



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McIntosh Bancshares, Inc.

Table 2 - Rate/Volume Variance Analysis



The following tables show a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rates for each major category
of interest-earning assets and interest-bearing liabilities for 2004 over 2003 and 2003 over 2002.



|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|------------------------------------------------ |  | ---------------------------------------------------- | --------- | - | ---- | ----------- | - | ------ | - | --------- | -
|                                                 |  | 2004 over 2003Increase (decrease) due to changes in: |          
|                                                 |  | Volume                                               |           |   | Rate |             |   | Change |  
|Interest earned on:                              |  |                                                      |           |   |      |             |   |        |   |           |  
|Federal funds sold and interest bearing deposits |  |                                                      | (62,283   | ) |      | 33,666      |   |        |   | (28,617   | )
|Taxable investments                              |  |                                                      | 75,926    |   |      | (38,445     | ) |        |   | 37,481    |  
|Non-taxable investments                          |  |                                                      | (11,406   | ) |      | (26,789     | ) |        |   | (38,195   | )
|Taxable loans                                    |  |                                                      | 2,493,624 |   |      | (1,028,011  | ) |        |   | 1,465,613 |  
|Non-taxable loans                                |  |                                                      | 59,188    |   |      | (3,447      | ) |        |   | 55,741    |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Total Interest Income                            |  | $                                                    | 2,555,050 |   |      | ($1,063,027 | ) |        | $ | 1,492,023 |  
|Interest paid on:                                |  |                                                      |           |   |      |             |   |        |   |           |  
|Deposits:                                        |  |                                                      |           |   |      |             |   |        |   |           |  
|Demand                                           |  |                                                      | 94,531    |   |      | (8,987      | ) |        |   | 85,544    |  
|Savings                                          |  |                                                      | 3,305     |   |      | (2,276      | ) |        |   | 1,029     |  
|Time                                             |  |                                                      | 355,353   |   |      | (396,655    | ) |        |   | (41,302   | )
|Federal funds purchased                          |  |                                                      | 6,426     |   |      | 1           |   |        |   | 6,427     |  
|FHLB advances                                    |  |                                                      | 288,046   |   |      | (74,707     | ) |        |   | 213,339   |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Total Interest Expense                           |  | $                                                    | 747,660   |   |      | ($482,623   | ) |        | $ | 265,037   |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Net Interest Income                              |  | $                                                    | 1,807,389 |   |      | ($580,403   | ) |        | $ | 1,226,986 |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  



|Note : | Rate/volume variance were allocated between rate variances and volume variances using a weighted average allocation method.
|------ | ---------------------------------------------------------------------------------------------------------------------------



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McIntosh Bancshares, Inc.

Table 2 - Rate/Volume Variance Analysis (continued)



|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|------------------------------------------------ |  | ---------------------------------------------------- | --------- | - | ---- | ----------- | - | ------ | - | --------- | -
|                                                 |  | 2003 over 2002Increase (decrease) due to changes in: |          
|                                                 |  | Volume                                               |           |   | Rate |             |   | Change |  
|Interest earned on:                              |  |                                                      |           |   |      |             |   |        |   |           |  
|Federal funds sold and interest bearing deposits |  |                                                      | 22,537    |   |      | (47,859     | ) |        |   | (25,322   | )
|Taxable investments                              |  |                                                      | 146,462   |   |      | (396,256    | ) |        |   | (249,794  | )
|Non-taxable investments                          |  |                                                      | (18,851   | ) |      | (17,030     | ) |        |   | (35,881   | )
|Taxable loans                                    |  |                                                      | 1,209,543 |   |      | (909,899    | ) |        |   | 299,644   |  
|Non-taxable loans                                |  |                                                      | (29,903   | ) |      | (4,457      | ) |        |   | (34,360   | )
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Total Interest Income                            |  | $                                                    | 1,329,788 |   |      | ($1,375,501 | ) |        |   | ($45,713  | )
|Interest paid on:                                |  |                                                      |           |   |      |             |   |        |   |           |  
|Deposits:                                        |  |                                                      |           |   |      |             |   |        |   |           |  
|Demand                                           |  |                                                      | 36,528    |   |      | (363,956    | ) |        |   | (327,428  | )
|Savings                                          |  |                                                      | 3,347     |   |      | (60,658     | ) |        |   | (57,311   | )
|Time                                             |  |                                                      | 312,508   |   |      | (770,391    | ) |        |   | (457,883  | )
|Federal funds purchased                          |  |                                                      | (70       | ) |      | (70         | ) |        |   | (140      | )
|FHLB advances                                    |  |                                                      | 75,847    |   |      | (67,298     | ) |        |   | 8,549     |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Total Interest Expense                           |  | $                                                    | 428,160   |   |      | ($1,262,373 | ) |        |   | ($834,213 | )
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  
|Net Interest Income                              |  | $                                                    | 901,628   |   |      | ($113,128   | ) |        | $ | 788,500   |  
|                                                 |  |                                                      |           |   |      |             |   |        |   |           |  



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McIntosh Bancshares, Inc.

Table 3 - Investment Portfolio



The following table presents the carrying value of investments by category at December 31, 2004, 2003, and 2002. Amount in thousands.



|                              |  |                        |        |                        |   |                        |  |   |       
|----------------------------- |  | ---------------------- | ------ | ---------------------- | - | ---------------------- |  | - | ------
|Securities Available For Sale |  | 2004 TotalMarket Value |        | 2003 TotalMarket Value |   | 2002 TotalMarket Value
|US Treasuries and Agencies    |  |                        | 22,104 |                        |   | 22,775                 |  |   | 18,475
|Corporate debt securities     |  |                        | 999    |                        |   | 1,506                  |  |   | 1,000 
|SCMs                         |  |                        | 9,349  |                        |   | 9,497                  |  |   | 9,810 
|Mortgage backed securities    |  |                        | 13,771 |                        |   | 14,820                 |  |   | 13,407
|CMOs                         |  |                        | 0      |                        |   | 0                      |  |   | 0     
|Equities                      |  |                        | 0      |                        |   | 0                      |  |   | 0     
|                              |  |                        |        |                        |   |                        |  |   |       
|Subtotal                      |  | $                      | 46,223 |                        | $ | 48,598                 |  | $ | 42,692
|                              |  |                        |       
|Securities Held To Maturity   |  | 2004 Total Book Value  |        | 2003 Total Book Value  |   | 2002 Total Book Value 
|US Treasuries and Agencies    |  |                        | 2,000  |                        |   | 0                      |  |   | 0     
|Corporate debt securities     |  |                        | 0      |                        |   | 0                      |  |   | 0     
|SCMs                         |  |                        | 800    |                        |   | 1,488                  |  |   | 2,484 
|Mortgage backed securities    |  |                        | 0      |                        |   | 0                      |  |   | 0     
|CMOs                         |  |                        | 0      |                        |   | 0                      |  |   | 0     
|Equities                      |  |                        | 0      |                        |   | 0                      |  |   | 0     
|                              |  |                        |        |                        |   |                        |  |   |       
|Subtotal                      |  | $                      | 2,800  |                        | $ | 1,488                  |  | $ | 2,484 
|Total                         |  | $                      | 49,023 |                        | $ | 50,086                 |  | $ | 45,176
|                              |  |                        |        |                        |   |                        |  |   |       



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McIntosh Bancshares, Inc.

Table 3 - Investment Portfolio (continued)



The following table presents the maturities of all investment securities at carrying value and the weighted average yields for each category of securities presented:



|                               |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|------------------------------ |  | -------------- | --------- | ----------------- | - | ------------------- |  | -------------- | --------- | ----- | - | -------------------- |  | - | ---------- |  | ---- | -
|                               |  | <One YearTotal |           | 1 to 5 YearsTotal |   | >5 to 10 YearsTotal |  | >10 YearsTotal |           | Total |   | WeightedAverageYield | 
|Securities held to maturity:   |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|US government agencies         |  |                | 1,999,760 |                   |   |                     |  |                |           |       |   |                      |  |   | 1,999,760  |  | 2.16 | %
|State and political divisions  |  |                | 199,983   |                   |   | 599,871             |  |                |           |       |   |                      |  |   | 799,854    |  | 5.59 | %
|                               |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|Subtotal                       |  | $              | 2,199,743 |                   | $ | 599,871             |  | $              | 0         |       | $ | 0                    |  | $ | 2,799,614  |  |      |  
|                               |  |                |           |                   |   |                    
|Securities available for sale: |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|US Treasuries                  |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|US government agencies         |  |                | 4,524,999 |                   |   | 14,505,765          |  |                | 3,073,437 |       |   |                      |  |   | 22,104,201 |  | 3.41 | %
|State and political divisions  |  |                | 315,617   |                   |   | 4,488,770           |  |                | 3,657,198 |       |   | 887,053              |  |   | 9,348,638  |  | 4.15 | %
|Corporate debt securities      |  |                |           |                   |   |                     |  |                |           |       |   | 998,750              |  |   | 998,750    |  | 5.50 | %
|Mortgage-backed securities     |  |                | 749,302   |                   |   | 11,022,365          |  |                | 1,999,254 |       |   |                      |  |   | 13,770,921 |  | 3.85 | %
|                               |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|Subtotal                       |  | $              | 5,589,918 |                   | $ | 30,016,899          |  | $              | 8,729,889 |       | $ | 1,885,803            |  | $ | 46,222,509 |  |      |  
|                               |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  
|Total                          |  | $              | 7,789,661 |                   | $ | 30,616,771          |  | $              | 8,729,889 |       | $ | 1,885,803            |  | $ | 49,022,123 |  |      |  
|                               |  |                |           |                   |   |                     |  |                |           |       |   |                      |  |   |            |  |      |  



Mortgage backed securities are
included in the maturties categories in which the are anticipated to be repaid based on scheduled maturities.



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McIntosh Bancshares, Inc.

Table 4 - Loan Portfolio



The following table presents loans by type and the percentage of loans by type at the end of the last 5 years. Amount in thousands.



|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|------------------------------------ |  | --------- | ------- | - | ----- | ----- | - | --------- | - | ------- | ----- |  | ----- | --------- |  | - | ------- | - |  | --------- | - |  | ----- | ------- | - | --------- | ----- | - | ----- | - | ------- | - |  | ----- | -
|                                     |  | 2004Total |         |   | 2004% |       |   | 2003Total |   |         | 2003% |  |       | 2002Total |  |   | 2002%   |   |  | 2001Total |   |  | 2001% |         |   | 2000Total |       |   | 2000% |  
|Classifications:                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Commercial, financial & agricultural |  |           | 31,134  |   |       | 13.3  | % |           |   | 25,459  |       |  | 12.5  | %         |  |   | 22,854  |   |  | 13.0      | % |  |       | 16,512  |   |           | 10.3  | % |       |   | 15,892  |   |  | 10.2  | %
|Real estate-mortgage                 |  |           | 144,056 |   |       | 61.7  | % |           |   | 125,730 |       |  | 61.9  | %         |  |   | 106,898 |   |  | 60.7      | % |  |       | 96,992  |   |           | 60.6  | % |       |   | 104,659 |   |  | 67.2  | %
|Real estate-construction             |  |           | 42,527  |   |       | 18.2  | % |           |   | 36,855  |       |  | 18.2  | %         |  |   | 31,533  |   |  | 17.9      | % |  |       | 31,850  |   |           | 19.9  | % |       |   | 16,045  |   |  | 10.3  | %
|Consumer loans                       |  |           | 14,060  |   |       | 6.0   | % |           |   | 13,501  |       |  | 6.7   | %         |  |   | 13,835  |   |  | 7.9       | % |  |       | 14,052  |   |           | 8.8   | % |       |   | 16,544  |   |  | 10.6  | %
|Tax-exempt                           |  |           | 1,806   |   |       | 0.8   | % |           |   | 1,448   |       |  | 0.7   | %         |  |   | 877     |   |  | 0.5       | % |  |       | 715     |   |           | 0.4   | % |       |   | 2,646   |   |  | 1.7   | %
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|                                     |  |           | 233,583 |   |       | 100.0 | % |           |   | 202,993 |       |  | 100.0 | %         |  |   | 175,997 |   |  | 100.0     | % |  |       | 160,121 |   |           | 100.0 | % |       |   | 155,786 |   |  | 100.0 | %
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Allowance                            |  |           | (2,913  | ) |       |       |   |           |   | (3,178  | )     |  |       |           |  |   | (2,840  | ) |  |           |   |  |       | (2,478  | ) |           |       |   |       |   | (2,456  | ) |  |       |  
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Net Loans                            |  | $         | 230,670 |   |       |       |   |           | $ | 199,815 |       |  |       |           |  | $ | 173,157 |   |  |           |   |  | $     | 157,643 |   |           |       |   |       | $ | 153,330 |   |  |       |  



At December 31, 2004, maturities of
loans in the indicated classifications were as follows. Amounts in thousands.



|                                     |  |                 |        |                       |   |                |  |       |       |  |   |       
|------------------------------------ |  | --------------- | ------ | --------------------- | - | -------------- |  | ----- | ----- |  | - | ------
|                                     |  | Maturity       
|                                     |  | One YearOr Less |        | Over One ToFive Years |   | Over FiveYears |  | Total
|Commercial, financial & agricultural |  |                 | 12,826 |                       |   | 15,424         |  |       | 2,884 |  |   | 31,134
|Real estate-construction             |  |                 | 41,603 |                       |   | 924            |  |       |       |  |   | 42,527
|                                     |  |                 |        |                       |   |                |  |       |       |  |   |       
|Total                                |  | $               | 54,429 |                       | $ | 16,348         |  | $     | 2,884 |  | $ | 73,661
|                                     |  |                 |        |                       |   |                |  |       |       |  |   |       



As of December 31, 2004, the interest
terms of loans in the indicated classifications for the indicated maturity ranges are as follows. Amounts in thousands.



|                                     |  |                                                |        |           |   |       |  |   |       
|------------------------------------ |  | ---------------------------------------------- | ------ | --------- | - | ----- |  | - | ------
|                                     |  | Rate Structure for LoansMaturing Over One Year
|                                     |  | AdjustibleRate                                 |        | FixedRate |   | Total
|Commercial, financial & agricultural |  |                                                | 11,566 |           |   | 6,742 |  |   | 18,308
|Real estate-construction             |  |                                                | 924    |           |   |       |  |   | 924   
|                                     |  |                                                |        |           |   |       |  |   |       
|Total                                |  | $                                              | 12,490 |           | $ | 6,742 |  | $ | 19,232
|                                     |  |                                                |        |           |   |       |  |   |       



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McIntosh Bancshares, Inc.

Table 4 - Loan Portfolio (continued)



The following summarizes past-due and non-accrual loans, other real estate and repossessions and income that

would have reported on non-accrual loans as of December 31, 2004, 2003, 2002, 2001, and 2000. Amounts in thousands.



|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |      |   |  |   |      |  
|---------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ---- | - |  | - | ---- | -
|                                         |  | 2004Total |       |   | 2003Total |   |       | 2002Total |  |   | 2001Total |   |  | 2000Total |     
|Loans on non-accrual                     |  |           | 1,307 |   |           |   | 783   |           |  |   | 729       |   |  |           | 40   |   |  |   | 81   |  
|Loans 90 days or more past due           |  |           | 116   |   |           |   | 295   |           |  |   | 49        |   |  |           | 104  |   |  |   | 27   |  
|Other real estate and repossessions      |  |           | 202   |   |           |   | 0     |           |  |   | 5         |   |  |           | 0    |   |  |   | 0    |  
|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |      |   |  |   |      |  
|                                         |  | $         | 1,625 |   |           | $ | 1,078 |           |  | $ | 783       |   |  | $         | 144  |   |  | $ | 108  |  
|                                         |  |           |       |   |          
|Non-performing loans as a % of loans     |  |           | 0.61  | % |           |   | 0.53  | %         |  |   | 0.44      | % |  |           | 0.09 | % |  |   | 0.07 | %
|                                         |  |           |       |   |          
|Interest that would have been recognized |  | $         | 117   |   |           | $ | 51    |           |  | $ | 15        |   |  | $         | 10   |   |  | $ | 10   |  



A loan is placed on non-accrual status
when, in management's judgement, the collection of interest appears doubtful. As a result of management's ongoing review of the loan portfolio, loans are classified as non-accrual generally when they are past due in principal and
interest for more than 90 days or it is otherwise not reasonable to expect collection of principal and interest under the original terms. Exceptions are allowed for 90 day past due loans when such loans are well secured and in process
of collection. Generally, payments received on non-accrual loans are applied directly to principal.



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McIntosh Bancshares, Inc.

Table 5 - Analysis of the Allowance for Loan Losses



The following table summarizes information concerning the allowance for loan loss. Amounts in thousands.



|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|--------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ----- | - |  | - | ----- | -
|                                        |  | 2004Total |       |   | 2003Total |   |       | 2002Total |  |   | 2001Total |   |  | 2000Total |      
|Allowance at beginning of year          |  | $         | 3,178 |   |           | $ | 2,840 |           |  | $ | 2,478     |   |  | $         | 2,457 |   |  | $ | 2,015 |  
|Charge-offs:                            |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           | 680   |   |           |   | 0     |           |  |   | 0         |   |  |           | 78    |   |  |   | 0     |  
|Real estate - mortgage                  |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Real estate-construction                |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Consumer loans                          |  |           | 63    |   |           |   | 115   |           |  |   | 97        |   |  |           | 49    |   |  |   | 42    |  
|Leases                                  |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total charge-offs                       |  |           | 743   |   |           |   | 115   |           |  |   | 97        |   |  |           | 127   |   |  |   | 42    |  
|Recoveries:                             |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           | 6     |   |           |   | 0     |           |  |   | 1         |   |  |           | 3     |   |  |   | 0     |  
|Real estate - mortgage                  |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Real estate-construction                |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Consumer loans                          |  |           | 14    |   |           |   | 26    |           |  |   | 21        |   |  |           | 14    |   |  |   | 9     |  
|Lease Financing                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total recoveries                        |  |           | 20    |   |           |   | 26    |           |  |   | 22        |   |  |           | 17    |   |  |   | 9     |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Net charge-offs                         |  |           | 723   |   |           |   | 89    |           |  |   | 75        |   |  |           | 110   |   |  |   | 33    |  
|Provisions charged to earnings          |  |           | 458   |   |           |   | 427   |           |  |   | 437       |   |  |           | 131   |   |  |   | 475   |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Allowance at end of year                |  | $         | 2,913 |   |           | $ | 3,178 |           |  | $ | 2,840     |   |  | $         | 2,478 |   |  | $ | 2,457 |  
|Ratio of net charge-offs to avg. loans  |  |           | 0.33  | % |           |   | 0.05  | %         |  |   | 0.04      | % |  |           | 0.07  | % |  |   | 0.02  | %
|Ratio of allowance to total loans       |  |           | 1.25  | % |           |   | 1.57  | %         |  |   | 1.61      | % |  |           | 1.55  | % |  |   | 1.58  | %
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  



The Company has a dedicated loan
review function. Approximately 56% of the portfolio was reviewed in 2004 and placed into loan grading categories which assist in developing lists of potential problem loans. These loans are regularly monitored by the loan review function to ensure
early identification of deterioration. The formal allowance for loan loss adequacy test is performed at each calendar quarter end. Specific amounts of loss are estimated on problem loans and historical loss percentages are applied to the balance of
the portfolio using certain portfolio stratifications. Additionally, the evaluation takes into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions, regulatory examination results, and the
existence of loan concentrations.



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McIntosh Bancshares, Inc.

Table 5 Cont - Allocation of the Allowance for Loan Losses



The following table presents the allocation of allowance for loan losses by category and the percentage of loans in each category to total loans at end of the last
5 years. Amount in thousands.



|                                        |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |  
|--------------------------------------- |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | -
|Balance at End of Period Applicable to: |  | 2004Total |  | 2004% |   |  | 2003Total |  | 2003% |   |  | 2002Total |  | 2002% |   |  | 2001Total |  | 2001% |   |  | 2000Total |  | 2000% |  
|Commercial, financial & agricultural    |  | 422       |  | 14.1  | % |  | 475       |  | 13.3  | % |  | 480       |  | 13.5  | % |  | 290       |  | 10.7  | % |  | 303       |  | 11.9  | %
|Real estate-mortgage                    |  | 1,545     |  | 61.7  | % |  | 1,927     |  | 61.9  | % |  | 1,606     |  | 60.7  | % |  | 1,324     |  | 60.6  | % |  | 1,556     |  | 67.2  | %
|Real estate-construction                |  | 661       |  | 18.2  | % |  | 546       |  | 18.2  | % |  | 512       |  | 17.9  | % |  | 637       |  | 19.9  | % |  | 331       |  | 10.3  | %
|Consumer loans                          |  | 285       |  | 6.0   | % |  | 230       |  | 6.6   | % |  | 242       |  | 7.9   | % |  | 227       |  | 8.8   | % |  | 267       |  | 10.6  | %
|                                        |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |  
|Total allowance for loan loss           |  | 2,913     |  | 100.0 | % |  | 3,178     |  | 100.0 | % |  | 2,840     |  | 100.0 | % |  | 2,478     |  | 100.0 | % |  | 2,457     |  | 100.0 | %
|                                        |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |  



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McIntosh Bancshares, Inc.

Table 6 - Maturities of Deposits $100,000 and greater



The average balance of the deposits and the average rates paid on such deposits are summarized for the periods indicated in the

following table.



|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|------------------------------------ |  | ---- | ----------- |  | ---- | - |  | ---- | ----------- |  | ---- | - |  | - | ----------- |  | ---- | -
|                                     |  | 2004 |             |  | 2003 |   |  | 2002 |            
|Deposits:                            |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Non-interest bearing demand deposits |  |      | 24,675,149  |  |     |   |  |      | 22,153,666  |  |     |   |  |   | 18,048,278  |  |     |  
|Interest bearing demand              |  |      | 87,189,138  |  | 0.87 | % |  |      | 76,275,400  |  | 0.88 | % |  |   | 72,114,766  |  | 1.38 | %
|Savings                              |  |      | 10,931,817  |  | 0.40 | % |  |      | 10,099,516  |  | 0.42 | % |  |   | 9,302,002   |  | 1.07 | %
|Time                                 |  |      | 121,300,254 |  | 3.35 | % |  |      | 110,687,462 |  | 3.71 | % |  |   | 102,256,572 |  | 4.46 | %
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Total                                |  | $    | 244,096,358 |  |      |   |  | $    | 219,216,044 |  |      |   |  | $ | 201,721,618 |  |      |  
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  



Maturities of time certificates of
deposit of $100,000 or more outstanding at December 31, 2004 summerized as follows. Amounts in thousands.



|                                      |  |       |       
|------------------------------------- |  | ----- | ------
|                                      |  | Total
|Three months or less                  |  |       | 5,712 
|Over three months through six months  |  |       | 25,084
|Over six months through twelve months |  |       | 18,525
|Over twelve months                    |  |       | 11,122
|                                      |  |       |       
|                                      |  | $     | 60,443



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McIntosh Bancshares, Inc.

Table 7 - Selected Ratios



The following table sets out certain ratios of the Company for the years indicated. Amounts in thousands.



|                                 |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                 |  | 2004 |         |   | 2003 |   |         | 2002 | 
|Net income                       |  | $    | 3,605   |   |      | $ | 3,449   |      |  | $ | 3,085   |  
|Average assets                   |  | $    | 293,435 |   |      | $ | 256,686 |      |  | $ | 234,086 |  
|Average equity                   |  | $    | 27,735  |   |      | $ | 25,198  |      |  | $ | 22,290  |  
|Dividends                        |  | $    | 672     |   |      | $ | 504     |      |  | $ | 336     |  
|                                 |  |      |        
|Return on average assets         |  |      | 1.23    | % |      |   | 1.34    | %    |  |   | 1.32    | %
|                                 |  |      |        
|Return on average equity         |  |      | 13.00   | % |      |   | 13.69   | %    |  |   | 13.84   | %
|                                 |  |      |        
|Dividend payout ratio            |  |      | 18.63   | % |      |   | 14.60   | %    |  |   | 10.89   | %
|                                 |  |      |        
|Average equity to average assets |  |      | 9.45    | % |      |   | 9.82    | %    |  |   | 9.52    | %



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McIntosh Bancshares, Inc.



Table 8 - Analysis of Short-term and Long-term Borrowings



|                                                 |  |          |  |        |            |                   |      |   |        |   |                   |  |      |  
|------------------------------------------------ |  | -------- |  | ------ | ---------- | ----------------- | ---- | - | ------ | - | ----------------- |  | ---- | -
|                                                 |  |          |  | 2004   |            |                   | 2003 |  
|Type: Federal Home Loan Bank Advances            |  | Maturity |  | Amount |            | WeightedAvg. Rate |      |   | Amount |   | WeightedAvg. Rate | 
|Fixed rate                                       |  | 09/28/04 |  |        |            |                   |      |   |        |   | 2,000,000         |  | 5.71 | %
|Three month LIBOR minus 12 bps                   |  | 05/12/06 |  |        | 3,000,000  |                   | 2.30 | % |        |   |                   |  |      |  
|Fixed rate convertible to 3 month LIBOR 09/04/05 |  | 09/04/07 |  |        | 2,000,000  |                   | 2.88 | % |        |   | 2,000,000         |  | 2.88 | %
|Fixed rate convertible to 3 month LIBOR 12/12/05 |  | 12/10/08 |  |        | 3,000,000  |                   | 2.22 | % |        |   | 3,000,000         |  | 2.22 | %
|Fixed rate convertible to 3 month LIBOR 09/15/07 |  | 09/15/09 |  |        | 4,000,000  |                   | 3.09 | % |        |   |                   |  |      |  
|Fixed rate convertible to 3 month LIBOR 09/04/07 |  | 09/04/12 |  |        | 5,000,000  |                   | 3.50 | % |        |   | 5,000,000         |  | 3.50 | %
|Fixed rate convertible to 3 month LIBOR 12/19/08 |  | 12/19/13 |  |        | 2,000,000  |                   | 3.44 | % |        |   | 2,000,000         |  | 3.44 | %
|Fixed rate convertible to 3 month LIBOR 3/17/09  |  | 03/17/14 |  |        | 3,000,000  |                   | 2.91 | % |        |   |                   |  |      |  
|                                                 |  |          |  |        |            |                   |      |   |        |   |                   |  |      |  
|Total                                            |  |          |  | $      | 22,000,000 |                   |      |   |        | $ | 14,000,000        |  |      |  
|                                                 |  |          |  |        |            |                   |      |   |        |   |                   |  |      |  
|Maximum borrowing at any given month end - FHLB  |  |          |  | $      | 22,000,000 |                   |      |   |        | $ | 14,000,000        |  |      |  
|Average outstanding borrowings for the period    |  |          |  | $      | 19,377,049 |                   | 3.14 | % |        | $ | 10,202,740        |  | 3.87 | %



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McIntosh Bancshares, Inc.

Table 9 - Interest Rate Sensitivity Analysis



|                                                          |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|--------------------------------------------------------- |  | --------------- | ------- | -- | ------------------------ | - | ------ | ------------------------- |  | - | ----------- | - |  | ----- | ------ | - |  | - | -------
|Amounts in thousands repricing or maturing.               |  | One Yearor Less |         |    | Over 1 Yr.Through3 Years |   |        | Over 3 Yrs.Through5 Years |  |   | Over5 Years |   |  | Total
|Interest earning assets:                                  |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Adjustable rate loans                                     |  |                 | 123,068 |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 123,068
|Fixed rate loans                                          |  |                 | 42,793  |    |                          |   | 42,617 |                           |  |   | 12,392      |   |  |       | 12,713 |   |  |   | 110,515
|Other loans                                               |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 0      
|Investment securities                                     |  |                 | 7,790   |    |                          |   | 14,039 |                           |  |   | 16,577      |   |  |       | 10,616 |   |  |   | 49,022 
|Other investments                                         |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       | 2,129  |   |  |   | 2,129  
|Int bearing deposits in other banks & Fed Funds sold      |  |                 | 8,497   |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 8,497  
|                                                          |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Total interest earning assets                             |  | $               | 182,148 |    |                          | $ | 56,656 |                           |  | $ | 28,969      |   |  | $     | 25,458 |   |  | $ | 293,231
|                                                          |  |                 |         |    |                         
|Interest bearing liabilities:                             |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Fixed maturity deposits                                   |  |                 | 70,343  |    |                          |   | 35,409 |                           |  |   | 19,365      |   |  |       |        |   |  |   | 125,117
|Interest bearing DDA accounts (NOW, Super NOW, MMDA)      |  |                 | 95,024  |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 95,024 
|Savings accounts                                          |  |                 | 10,946  |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 10,946 
|Fed funds purchased                                       |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 0      
|Other borrowed funds                                      |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   | 0      
|FHLB Advances                                             |  |                 | 8,000   |    |                          |   | 9,000  |                           |  |   | 5,000       |   |  |       |        |   |  |   | 22,000 
|                                                          |  |                 |         |    |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Total interest bearing liabilities                        |  | $               | 184,313 |    |                          | $ | 44,409 |                           |  | $ | 24,365      |   |  | $     | 0      |   |  | $ | 253,087
|                                                          |  |                 |         |    |                         
|Interest rate sensitivity gap                             |  |                 | ($2,165 | )  |                          | $ | 12,247 |                           |  | $ | 4,604       |   |  | $     | 25,458 |   |  | $ | 40,144 
|                                                          |  |                 |         |    |                         
|Cummulative interest rate sensitivity gap                 |  |                 | ($2,165 | )  |                          | $ | 10,082 |                           |  | $ | 14,686      |   |  | $     | 40,144 |   |  |   |        
|                                                          |  |                 |         |    |                         
|Cummulative interest rate sensitivity gap to total assets |  |                 | (0.70   | )% |                          |   | 3.24   | %                         |  |   | 4.72        | % |  |       | 12.90  | % |  |   |        



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|Item 7. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



The following consolidated financial statements of the Registrant and its subsidiaries are included on Exhibit 99.1 of this Annual Report on Form 10-KSB:



|                                                                                        |  | 
|--------------------------------------------------------------------------------------- |  | 
|Consolidated Balance Sheets - December 31, 2004 and 2003                                |  | 
|                                                                                        | 
|Consolidated Statements of Earnings - December 31, 2004 and 2003                        |  | 
|                                                                                        | 
|Consolidated Statements of Comprehensive Income - December 31, 2004 and 2003            |  | 
|                                                                                        | 
|Consolidated Statements of Changes in Stockholders Equity - December 31, 2004 and 2003 |  | 
|                                                                                        | 
|Consolidated Statements of Cash Flows - December 31, 2004 and 2003                      |  | 
|                                                                                        | 
|Notes to Consolidated Financial Statements                                              |  | 



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|Item 8. | Changes in and Disagreements with Accountants
|------- | ---------------------------------------------



The principal independent accountant of the Company and of the Bank has not resigned, declined to stand for re-election, or been dismissed during the two
most recent fiscal years or any later interim period.



|Item 8A. | Controls and Procedures
|-------- | -----------------------



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive
Officer and the Principal Financial and Accounting Officer, of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and principal Financial and Accounting Officer concluded that
our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the
SECs rules and forms. Our Chief Executive Officer and Principal Financial and Accounting Officer also concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company
required to be included in our periodic SEC filings. In connection with the new rules, we are in the process of further reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial
reporting, and may from time to time make changes designed to enhance their effectiveness and to ensure that our system evolve with our business.



There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the
date of this evaluation.



|Item 8B. | Other Information
|-------- | -----------------



The Company did not file a report on Form 8-K during 2004.



|Item 9. | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|------- | ---------------------------------------------------------------------------------------------------------------



Code of Ethics



Upon written request, a copy of the McIntosh Bancshares, Inc. Code of Ethics shall be furnished to shareholders without
charge. Please direct your written request to James P. Doyle, McIntosh Bancshares, Inc., 210 South Oak Street, Jackson, Georgia 30233.



The remaining information required by this Item is incorporated by reference to the Companys definitive Proxy Statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.



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|Item 10. | Executive Compensation
|-------- | ----------------------



The information required by this Item is incorporated by reference to the Companys definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.



|Item 11. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The information required by this Item is incorporated by reference to the Companys definitive Proxy Statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.



|Item 12. | Certain Relationships and Related Transactions
|-------- | ----------------------------------------------



The information required by this Item is incorporated by reference to the Companys definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.



|Item 13. | Exhibits.
|-------- | ---------



| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------



| | 2.1 | Articles of Incorporation of McIntosh Bancshares, Inc. (incorporated by reference to Exhibit 2(a) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002,
File No. 0-49766).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.2 | Amendment to Articles of Incorporation of McIntosh Bancshares, Inc.-April 23, 1998 (incorporated by reference to Exhibit 2(b) to the Registrants Form 10-SB, filed by the
Registrant on April 29, 2002, File No. 0-49766).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.3 | Bylaws of McIntosh Bancshares, Inc. (incorporated by reference to Exhibit 2(c) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No. 0-49766).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.4 | Amendment to bylaws of McIntosh Bancshares, Inc. dated April 23, 1998 (incorporated by reference to Exhibit 2(d) to the Registrants Form 10-SB, filed by the Registrant on
April 29, 2002, File No. 0-49766).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.1 | Stock Option Agreement with William K. Malone (incorporated by reference to Exhibit 6(a) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No.
0-49766).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 10.2 | Stock Option Agreement with Thurman L. Willis (incorporated by reference to Exhibit 6(b) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No.
0-49766).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Stock Option Agreement with Bruce E. Bartholomew (incorporated by reference to Exhibit 6(c) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No.
0-49766).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.4 | Stock Option Agreement with James P. Doyle (incorporated by reference to Exhibit 6(d) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No.
0-49766).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.5 | Change in Control Agreement with William K. Malone (incorporated by reference to Exhibit 6(e) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File
No. 0-49766).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.6 | Change in Control Agreement with Thurman L. Willis (incorporated by reference to Exhibit 6(f) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File
No. 0-49766).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.7 | Change in Control Agreement with Bruce E. Bartholomew (incorporated by reference to Exhibit 6(g) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File
No. 0-49766).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.8 | Change in Control Agreement with James P. Doyle (incorporated by reference to Exhibit 6(h) to the Registrants Form 10-SB, filed by the Registrant on April 29, 2002, File No.
0-49766).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.9 | Stock Option Agreement with Jason Patrick dated September 18, 2003 (incorporated by reference to Exhibit 6.9 to Registrants Annual Report on Form 10-KSB, filed with the
Commission on March 30, 2004, File No. 000-49766).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.10 | Stock Option Agreement with Rob Beall dated September 18, 2003 (incorporated by reference to Exhibit 6.10 to Registrants Annual Report on Form 10-KSB, filed with the
Commission on March 30, 2004, File No. 000-49766).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.11 | Stock Option Agreement with Bruce Bartholomew dated September 18, 2003 (incorporated by reference to Exhibit 6.11 to Registrants Annual Report on Form 10-KSB, filed with the
Commission on March 30, 2004, File No. 000-49766).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |       |  |                                                                                                                                                                                                                                  
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |  |                                                                                                                                                                                                                                  
| |  |      
| |  | 10.12 |  | Stock Option Agreement with James P. Doyle dated September 18, 2003 (incorporated by reference to Exhibit 6.12 to Registrants Annual Report on Form 10-KSB, filed with the Commission on
March 30, 2004, File No. 000-49766).   
| |  |      
| |  | 10.13 |  | Stock Option Agreement with William K. Malone dated September 18, 2003 (incorporated by reference to Exhibit 6.13 to Registrants Annual Report on Form 10-KSB, filed with the Commission
on March 30, 2004, File No. 000-49766).
| |  |      
| |  | 10.14 |  | Stock Option Agreement with Thurman Willis dated September 18, 2003 (incorporated by reference to Exhibit 6.14 to Registrants Annual Report on Form 10-KSB, filed with the Commission on
March 30, 2004, File No. 000-49766).   
| |  |      
| |  | 10.15 |  | Salary Continuation Agreement with Thurman L. Willis dated August 10, 2004.                                                                                                                                                      
| |  |      
| |  | 11.1  |  | Statement of Net Earnings Per Share                                                                                                                                                                                              
| |  |      
| |  | 21.1  |  | Subsidiaries of the Company                                                                                                                                                                                                      
| |  |      
| |  | 24.1  |  | Power of Attorney relating to this Form 10-KSB is set forth on the signature page of this Form 10-KSB.                                                                                                                           
| |  |      
| |  | 31.1  |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Executive Officer                                                                                                                                              
| |  |      
| |  | 31.2  |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Financial and Accounting Officer                                                                                                                               
| |  |      
| |  | 32.1  |  | 18 U.S.C. Section 1350 Certifications of the Registrants Chief Executive Officer and Chief Financial and Accounting Officer                                                                                                     
| |  |      
| |  | 99.1  |  | Consolidated Financial Statements                                                                                                                                                                                                



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------



The information required by this Item is incorporated by reference to the Companys definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.



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SIGNATURES



In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



(Registrant)

McINTOSH BANCSHARES, INC.Date: March 28, 2005BY:

/s/ William K. MaloneWILLIAM K. MALONEChief Executive Officer




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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
William K. Malone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney-in-fact and agent full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on March 28, 2005.



|                                             |  |                                                 |  | 
|-------------------------------------------- |  | ----------------------------------------------- |  | 
|Signature                                    |  | Title                                           |  | 
|                                             |  |                                                
|/s/ William K. MaloneWilliam K. Malone       |  | Director, Chairman of the Board, CEO            |  | 
|                                             |  |                                                
|/s/ J. Paul Holmes, Jr.J. Paul Holmes, Jr.   |  | Director                                        |  | 
|                                             |  |                                                
|/s/ Dennis Keith FortsonDennis Keith Fortson |  | Director                                        |  | 
|                                             |  |                                                
|/s/ John L. CarterJohn L. Carter             |  | Director                                        |  | 
|                                             |  |                                                
|/s/ William T. WebbWilliam T. Webb           |  | Director                                        |  | 
|                                             |  |                                                
|/s/ George C. BarberGeorge C. Barber         |  | Director                                        |  | 
|                                             |  |                                                
|/s/ Thurman L. WillisThurman L. Willis       |  | Director, President and Chief Operating Officer |  | 
|                                             |  |                                                
|/s/ James P. DoyleJames P. Doyle             |  | Chief Financial Officer and Accounting Officer  |  | 



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INDEX TO
EXHIBITS



|               |  |                                                                                                                             
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                 
|10.15          |  | Salary Continuation Agreement with Thurman L. Willis dated August 10, 2004.                                                 
|               | 
|11.1           |  | Statement of Computation of Net Earnings Per Share                                                                          
|               | 
|21.1           |  | Subsidiaries of the Company                                                                                                 
|               | 
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Executive Officer                                         
|               | 
|31.2           |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Financial and Accounting Officer                          
|               | 
|32.1           |  | 18 U.S.C. Section 1350 Certifications of the Registrants Chief Executive Officer and Chief Financial and Accounting Officer
|               | 
|99.1           |  | Consolidated Financial Statements                                                                                           



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