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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



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(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, 2005

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



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McINTOSH BANCSHARES, INC.

(Name of Small Business Issuer in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-1922861                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification 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



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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



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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

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

The issuers gross revenue for its most recent fiscal year was $26,348,112. As of March 28, 2006, 1,399,262 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 28, 2006 was
$31,699,908. This calculation is based upon an estimate of the fair market value of the Common Stock by the Companys Board of Directors of $36.00 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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##### Table of Contents

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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##### Table of Contents

McINTOSH BANCSHARES, INC.

ANNUAL REPORT ON FORM 10-KSB

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005



|            |  |                                                                                                                 |  |            
|----------- |  | --------------------------------------------------------------------------------------------------------------- |  | -----------
|Item Number |  |                                                                                                                 |  | Page Number
|            |  | PART I                                                                                                          |  |            
|            |  |                                                                                                                
|1.          |  | Description of Business                                                                                         |  | 4          
|2.          |  | Description of Property                                                                                         |  | 10         
|3.          |  | Legal Proceedings                                                                                               |  | 11         
|4.          |  | Submission of Matters to a Vote of Security Holders                                                             |  | 12         
|            |  |                                                                                                                
|            |  | PART II                                                                                                         |  |            
|            |  |                                                                                                                
|5.          |  | Market for Common Equity and Related Stockholder Matters                                                        |  | 12         
|6.          |  | Managements Discussion and Analysis or Plan of Operations                                                      |  | 14         
|7.          |  | Financial Statements                                                                                            |  | 35         
|8.          |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 36         
|8A.         |  | Controls and Procedures                                                                                         |  | 36         
|8B.         |  | Other Information                                                                                               |  | 36         
|            |  |                                                                                                                
|            |  | PART III                                                                                                        |  |            
|            |  |                                                                                                                
|9.          |  | Directors; Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 36         
|10.         |  | Executive Compensation                                                                                          |  | 36         
|11.         |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  |  | 37         
|12.         |  | Certain Relationships and Related Transactions                                                                  |  | 37         
|13.         |  | Exhibits                                                                                                        |  | 37         
|14.         |  | Principal Accountant Fees and Services                                                                          |  | 39         
|            |  |                                                                                                                
|            |  | Signatures                                                                                                      |  | 40         



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##### Table of Contents

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 six automated teller machines (ATMs). The Bank also operates a loan production office at Lake Oconee, Greensboro, Georgia. 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, 2005, the Banks loan portfolio totaled
$282,986,103.

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, 2005, 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 $118,650,808 and represents 36.27% of gross loans and unfunded loan commitments. The Bank has established a maximum of 45.0% of gross loans plus unfunded commitments on the
AD&C portion of the portfolio.



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##### Table of Contents

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 61% of the portfolio outstanding as
of December 31, 2005, 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, 2005, the Banks liquidity and loan to funding
ratios were 10.8% and 85%, respectively. As a secondary source of liquidity, the Bank has lines of credit with its correspondent banks and the Federal Home Loan Bank totaling $66.3 million. As of December 31, 2005, $26 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. The Federal Reserve has the discretion to determine what activities are complementary to financial activities. The GLBA effectively repeals certain provisions of the Glass-Steagall Act of
1933 which separated banking, insurance, and securities underwriting activities.



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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
to cease operation. As of December 31, 2005, MFS is not aware of any matters pending before the Department or the NASD.



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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 2006 and without prior approval of the DBF is $1,824,607. During the year ending December 31, 2005, the Company declared and paid cash dividends totaling $755,601, or 20.01% 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 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.



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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, 2005 the capital ratios for the Company and the Bank are as follows:



|                  |  |         |   |  |       |  
|----------------- |  | ------- | - |  | ----- | -
|                  |  | Company |   |  | Bank  |  
|Leverage Capital  |  | 8.72    | % |  | 8.55  | %
|Tier 1 Risk-Based |  | 10.13   | % |  | 9.94  | %
|Total Risk-Based  |  | 11.38   | % |  | 11.19 | %

Federal Deposit Insurance Reform Act

Congress passed the Federal Deposit Insurance Reform Act at the beginning of February 2006. Among other things, this new law will merge BIF and SAIF
during 2006. Deposits will remain insured up to a maximum of $100,000 but will be adjusted every five years based on inflation. Retirement accounts will be insured up to $250,000, and a bank that is less than adequately capitalized will not be able
to accept employee benefit deposits. This law also changes the way FDIC insurance assessments and credits are calculated and authorizes the FDIC to revise its risk-based deposit insurance assessment program.

Commercial Real Estate Lending and Concentrations

On January 10, 2006, the federal bank regulatory agencies released proposed guidance on Concentration in Commercial Real Estate Lending (the Guidance). This proposal defines commercial
real estate (CRE) loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant
source of repayment is derived from rental income associated with the property (that is, loans for which 50% or more of the source of repayment comes from third party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or
permanent financing of the property. Loans to REITs and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the Guidance. Loans on owner occupied CRE are generally
excluded from the Guidance.



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The Guidance is triggered where either:



| |  |  | Total reported loans for construction, land development, and other land represent 100% or more of the banks total capital; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land represent 300% or more of the
banks total capital.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The requirements of the Guidance may also be triggered where the bank has had a sharp increase in
CRE lending or has significant concentrations of CRE secured by a particular property type. Banks that are subject to the Guidances triggers will need to implement enhanced strategic planning, CRE underwriting policies, risk management and
internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

The Bank and its Board of Directors have discussed the proposed guidance and believe that the Banks underwriting policy, management
information systems, independent credit administration process and monthly monitoring of real estate loan concentrations will be sufficient to address the proposed guidance. As of December 31, 2005 management estimates that the Banks CRE
lending under these measures are 294% and 431%, respectively, of total capital.

Employees

At December 31, 2005 the Company had 130 full time equivalent employees. The Company 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 or leases 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) | McDonough Office
| | --- | ----------------

1100 Keys Ferry Court

McDonough, Georgia 30253

Built in 1995, 6,000 square feet of heated space (leased).



| | (5) | Operations Center
| | --- | -----------------

264 Alabama Boulevard

Jackson, Georgia 30233

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



| | (6) | Lake Oconee - Loan Production Office
| | --- | ------------------------------------

1020
Founders Row, Suite 101

Greensboro, Georgia 30642

Built in 2005, 1,320 square feet of heated space (leased).



| | (7) | Remote ATMs:
| | --- | ------------

632 East Third Street,
Jackson, Georgia 30233

222 Clubhouse Drive, Monticello, Georgia 31064

The Bank 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.



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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 for Common Equity and Related Stockholder 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 number of shares traded and the high and low per
share sales prices to the extent known to management, and has been adjusted for the 5 for 4 stock split effective June 1, 2005.



|               |  |                         |  |                             |       |                            |   |      
|-------------- |  | ----------------------- |  | --------------------------- | ----- | -------------------------- | - | -----
|YEAR 2004      |  | NUMBER OF SHARES TRADED |  | HIGH SALESPRICE (Per Share) |       | LOW SALESPRICE (Per Share)
|First Quarter  |  | 5,735 Shares            |  | $                           | 29.60 |                            | $ | 25.60
|Second Quarter |  | 3,319 Shares            |  | $                           | 30.40 |                            | $ | 28.00
|Third Quarter  |  | 3,145 Shares            |  | $                           | 32.00 |                            | $ | 28.00
|Fourth Quarter |  | 2,233 Shares            |  | $                           | 32.00 |                            | $ | 30.40



|               |  |                         |  |                             |       |                            |   |      
|-------------- |  | ----------------------- |  | --------------------------- | ----- | -------------------------- | - | -----
|YEAR 2005      |  | NUMBER OF SHARES TRADED |  | HIGH SALESPRICE (Per Share) |       | LOW SALESPRICE (Per Share)
|First Quarter  |  | 2,855 Shares            |  | $                           | 32.00 |                            | $ | 32.00
|Second Quarter |  | 1,445 Shares            |  | $                           | 35.00 |                            | $ | 32.00
|Third Quarter  |  | 3,002 Shares            |  | $                           | 36.00 |                            | $ | 35.00
|Fourth Quarter |  | 5,337 Shares            |  | $                           | 36.00 |                            | $ | 36.00

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



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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 $0.48 per share in 2004 and $0.54 per share in 2005, on a split adjusted basis.

As of March 28, 2006 there
were 1,399,262 shares of the Companys common stock issued and outstanding held of record by approximately 610 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 1999, 2000, 2001 and 2005, there are now 66,172 shares of its common stock for which such options may be granted. As of March 28, 2006, all options available under the plan have been granted.



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Item 6. Managements Discussion and Analysis or Plan of Operation

Managements Discussion and Analysis of
Financial Conditions and Results of Operations for the years ended December 31, 2005 and December 31, 2004

Forward Looking Statements

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 the Company as of
December 31, 2005 shows assets grew $65,683,771 or 21.1% compared to December 31, 2004. The increase is principally attributable to a $49,402,820 or 21.2% increase in gross loans, a $4,995,073 or 10.1% increase in investment securities, a
$5,717,609 or 109% increase in cash and due from banks, and $3,275,452 or 38.5% increase in interest bearing deposits and fed funds sold.

The increase
from December 31, 2004 to 2005 in gross loans was due to the April 2005 opening of the retail banking office in McDonough, Georgia and further expansion of the Locust Grove, Georgia market, collectively called South Henry. Loans grew
$31,726,396 or 93.6% in the South Henry market during 2005. The increase in investment securities was a function of asset growth and added liquidity requirements resulting from rising deposits. The percentage growth in investment securities was not
proportional to the percentage growth in assets due to such strong loan demand; however, lower investment portfolio growth was off-set by the rise in cash on hand, interest bearing deposits, and fed funds sold. See Liquidity comments.

Total deposits increased $57,686,376 or 22.4% from December 31, 2004 to 2005. The change from the prior year-end is principally attributable to a $15,879,633 or
16.7% increase in NOW and money market account balances, a $1,078,832 or 9.9% increase in savings account balances, and a $37,977,939 or 30.4% increase in time deposits. Time deposits include $14,728,000 in brokered deposits which increased
$9,076,000 from December 31, 2004. Time deposits represent 51.7% and 48.5% of total deposits as of December 31, 2005 and 2004, respectively. The rise in reliance on time deposits is the due to the increase in brokered deposits. See
Liquidity comments for further comment on wholesale funding sources.



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##### Table of Contents

The allowance for loan losses (ALL) rose $1,164,448 for the twelve months ending December 31, 2005. The increase
results from $1,240,476 in provision expense and $76,028 in net charge-offs. As of December 31, 2005, the ALL as a percentage of gross loans (reserve ratio) is 1.44% versus 1.25% for the prior year-end.

The increase in the overall reserve ratio is due to: (a) Loan growth concentrated in acquisition, development, and construction (AD&C) loans reserved at a
higher level due the nature of the collateral and underwriting risks; (b) a rise in the volume of loans outstanding with more than the normal risk of repayment (internally graded loans); (c) a rise in the degree of potential loss
associated with the level of internally graded loans; (d) a rise loans past due 30 days or more and on nonaccrual; and (e) a revision in the methodology used to determine ALL adequacy. The increased reserve requirement for the growth in
AD&C loans above the overall level of 2004 is $43,504. Total internally graded loans increased $635,071. Combined with a $2,840,822 rise in loans exhibiting a higher degree of potential loss within this category, an additional $301,987 in
reserve was required. The revision in the methodology used to determine ALL adequacy during 2005 reflects revisions to the Banks historical loss experience by including credit loss experience for 2004. This change resulted in a required ALL
that was $93,170 higher. Had these events not occurred in 2005, the reserve ratio would have been 1.28%.

The following table highlights the ALL by loan
category:



|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|------------------------------------------ |  | --------- | ----- | ----- | ---- | - | --------- | - | ----- |  | ---- | -
|ALL by Loan Category (Amount in thousands) |  | 2005Total |       | 2005% |      |   | 2004Total |   | 2004% | 
|Commercial, financial & agricultural       |  | $         | 599   |       | 1.31 | % |           | $ | 422   |  | 1.28 | %
|Real estate-mortgage                       |  |           | 2,153 |       | 1.46 | % |           |   | 1,545 |  | 1.07 | %
|Real estate-construction                   |  |           | 1,030 |       | 1.37 | % |           |   | 661   |  | 1.55 | %
|Consumer loans                             |  |           | 295   |       | 2.03 | % |           |   | 285   |  | 2.03 | %
|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|Total Allowance for Loan Losses            |  | $         | 4,077 |       | 1.44 | % |           | $ | 2,913 |  | 1.25 | %

The increase in reserve ratio for the commercial, financial and agricultural loan category from the prior year is
due to $1.1 million more internally graded loans partially offset by a lower historical loss experience. Had the loss experience remained unchanged from 2004, the ALL for the commercial, financial, and agricultural category would have been $44,000
higher and the ALL ratio for this category would have been 1.41%.

The rise in reserve ratio for the real estate mortgage category from the prior year is
due $2.2 million more internally graded loans, a higher historical loss experience, and a rise in the potential loss associated with internally graded loans. Had the loss experience remained unchanged from 2004, the ALL for the real estate mortgage
category would have been $135,000 lower, which would have resulted in a 1.37% reserve ratio for the real estate mortgage category.



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##### Table of Contents

The decrease in reserve ratio for the real estate construction category from the prior year is due to $2.7 million less
loans internally graded.

The Banks delinquency ratio (loans past due 30 days or more and loans on nonaccrual as a percentage of gross loans) rose
from 1.17% to 2.69% during the year. The higher delinquency ratio is principally due to $5.8 million more loans delinquent 30 days or more and not on nonaccrual. The rise in delinquent loans was partly attributable to one borrowing relationship
totaling $1.4 million that was past due 30 days on December 31, 2005 that was in the process of renewal. Had this relationship renewed before December 31, 2005, the delinquency ratio would have declined to 2.20%.

As of December 31, 2005, the Company continued to have a concentration in AD&C loans. Management has established a maximum limit where total AD&C loans may
not exceed 45.0% of the Companys loan portfolio including unfunded commitments. As of December 31, 2005, AD&C loans represented 36.3% of gross loans and commitments versus 25.0% 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, 2005, the Companys equity capital rose $2,623,636 from the prior period. The change in equity capital over the
twelve month period resulted from $3,776,227 in net income, a $396,990 decline in unrealized gains on securities available for sale, and by $755,601 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.

Liquidity is monitored daily and formally measured on a monthly basis. As of December 31, 2005, the Banks liquidity ratio was 10.8% versus
10.3% as of the prior year-end. To support liquidity during 2005 and as a cheaper source of funding versus local deposits, management expanded usage of wholesale funding alternatives. In 2005 the Banks reliance on brokered deposits rose
$9,076,000 or 160.6% from December 31, 2004 to $14,728,000. The Bank also drew $4 million more against its credit line with the Federal Home Loan Bank of Atlanta (FHLB) in order to support the loan growth experienced during 2005. Management
anticipates utilizing more wholesale funding in 2006 given



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##### Table of Contents

projected funding demands from the Banks South Henry market and due to the November 2005 opening of a loan production office in Greensboro, Georgia.
Management has established a noncore funding (wholesale, brokered, and out-of-territory deposits) limit not to exceed 20% of Bank deposits, excluding noncore funding. As of December 31, 2005, the Banks noncore funding measure was 6.2%.

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 17 days under these commitments with an average borrowing of $1,107,000 and a high of $2,103,000 in May 2005.

The Bank has a $3 million
floating rate FHLB advance that matures May 2006. Management believes repayment of this advance will not materially affect Bank liquidity as brokered deposits were obtained late in 2005 in anticipation of the advances maturity. However,
depending on balance sheet demands at the time of maturity, management may elect to draw additional funds from the FHLB to repay this advance.

Advances
are drawn under a $45.8 million line of credit with FHLB. The line of credit with FHLB is secured by a blanket lien on the Banks qualified commercial real estate mortgages, 1-4 family residential mortgages, home equity mortgages, and
multifamily mortgages outstanding as well as the Banks holdings of FHLB stock. During the twelve months ending December 31, 2005, management drew $9 million and repaid $5 million in FHLB advances or net $4 million in added FHLB advances.
As of December 31, 2005, the blended rate for new advances drawn during the year is 3.99%. During the twelve months ending December 31, 2005, management utilized the daily revolving credit (DRC) facility as part of its FHLB credit line.
During the year, the Bank borrowed for 12 days under the DRC with an average of $2,625,000 and a high of $5 million in May 2005. 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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##### Table of Contents

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 of 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
origination fees. Origination fees for the years ending December 31, 2005, and 2004 were $1,233,930 and $774,329, 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 2005 or 2004. Fees for issuing letters of credit totaled $24,030 and $10,183 for the years ending December 31, 2005 and 2004,
respectively.



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##### Table of Contents

The following table represents outstanding contingent liabilities by category for the years ending December 31, 2005
and 2004, respectively.



|                                                         |  |           |        |           |      |   |           |   |           |  |      |  
|-------------------------------------------------------- |  | --------- | ------ | --------- | ---- | - | --------- | - | --------- |  | ---- | -
|Contingent Liabilities by Category (Amount in thousands) |  | 2005Total |        | % ofTotal |      |   | 2004Total |   | % ofTotal | 
|Unfunded commitments secured by 1-4 family RE            |  | $         | 10,109 |           | 15.1 | % |           | $ | 9,247     |  | 25.1 | %
|Unfunded commitments secured by commercial RE            |  |           | 46,506 |           | 69.5 | % |           |   | 21,117    |  | 57.3 | %
|Other unfunded commitments                               |  |           | 8,168  |           | 12.2 | % |           |   | 5,411     |  | 14.7 | %
|Financial standby letter of credit                       |  |           | 205    |           | 0.3  | % |           |   | 515       |  | 1.4  | %
|Performance standby letters of credit                    |  |           | 1,901  |           | 2.9  | % |           |   | 548       |  | 1.5  | %
|                                                         |  |           |        |           |      |   |           |   |           |  |      |  
|Total Contingent Liabilities                             |  | $         | 66,889 |           | 100  | % |           | $ | 36,838    |  | 100  | %

Contractual Obligations

In the ordinary course of operations, the Company enters into certain contractual obligations. The following table summarizes the Companys significant fixed and determinable contractual obligations, by payment
date, as of December 31, 2005.



|                                 |  |                                               |         |                 |   |                   |  |                   |        |                  |   |        |  |   |       
|-------------------------------- |  | --------------------------------------------- | ------- | --------------- | - | ----------------- |  | ----------------- | ------ | ---------------- | - | ------ |  | - | ------
|                                 |  | Payments Due by Period (amounts in thousands)
|Contractual Obligations:         |  | Total                                         |         | Less than1 year |   | Over 1 to 3 years |  | Over 3 to 5 years |        | More than5 years
|Deposits without stated maturity |  | $                                             | 152,433 |                 |   | 152,433           |  | $                 |       |                  | $ |       |  | $ |      
|Certificate of deposits          |  |                                               | 163,095 |                 |   | 106,389           |  |                   | 36,090 |                  |   | 20,616 |  |   |      
|Federal Home Loan Bank advances  |  |                                               | 26,000  |                 |   | 3,000             |  |                   |       |                  |   | 11,000 |  |   | 12,000
|Lease obligations                |  |                                               | 913     |                 |   | 114               |  |                   | 219    |                  |   | 196    |  |   | 384   
|Construction contract            |  |                                               | 503     |                 |   | 503               |  |                   |       |                  |   |       |  |   |      
|                                 |  |                                               |         |                 |   |                   |  |                   |        |                  |   |        |  |   |       
|Total                            |  | $                                             | 342,944 |                 | $ | 262,439           |  | $                 | 36,309 |                  | $ | 31,812 |  | $ | 12,384

Results of Operations  Twelve Months Ended December 31, 2005 Compared to 2004

Net interest income for the twelve months ending December 31, 2005 increased $2,837,119 or 24.0% from the year-ago period. The increase in net interest income is
attributable to loan growth totaling $49.4 million and asset sensitivity as the prime lending rate rose 200 basis points during 2005.

The
December 31, 2005 tax equivalent net interest margin of 4.67% rose 29 basis points from the year-ago period. Margin improvement was attributable to a 21 basis point increase in the net interest component of the net interest margin and an eight
basis point rise in the loan fee component of the net interest margin relative to the prior year. The eight basis point rise in the fee component of the margin is due to higher loan volume relative to the prior year and modest improvement in loan
pricing in the Banks markets. The increase in the interest component of the net interest margin is due to loans and other earning assets repricing higher than the rise in funding costs. The yield on earning assets rose 74 basis points from
2004 to 2005 while the cost of funds as a percentage of earning assets rose only 47 basis points over the same period. Further margin improvement resulted from the Banks average loan-to-funding ratio rising from 83.2% to 83.8%.



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##### Table of Contents

Total interest income for the twelve months ending December 31, 2005 rose $5,068,592 or 29.3% from the year-ago
period. The increase in interest income was attributable to a rise in average earning assets as well as improved yield on earning assets.

Total average
earning assets rose $42.3 million or 15.3% in 2005 compared to 2004. Eighty-nine percent or $37.8 million of the increase in average earning assets related to growth in loans. The yield on earning assets as of December 31, 2005 was 7.09% and
rose 74 basis points from the year-ago period. This increase results from an 80 basis point rise in loan yield, a 10 basis point increase in investment portfolio yield, and a 187 basis point rise in yield on federal funds sold and interest bearing
deposits. The overall rise in yield on earning assets from the year-ago period results from floating rate loans tied to the prime lending rate rising as the prime lending rate rose 200 basis points during the year.

Interest expense for the twelve months ending December 31, 2005 rose $2,231,473 or 40.8% from the year-ago period. The increase in interest expense is due to a rise
in average interest bearing liabilities as well as higher costs associated with funding the balance sheet.

Total average interest bearing liabilities grew
$39.7 million or 16.6% from the year-ago period. The cost of funds as of December 31, 2005 was 2.76% and rose 47 basis points from the year-ago period. This increase in cost of funds results from a 70 basis point rise in the cost of interest
bearing demand deposit accounts, a 22 basis point rise in the cost of funds on savings accounts, a 36 basis point increase in cost of funds on time deposits, and a 19 basis point rise in borrowed money. The overall rise in the cost of funds from the
year-ago period results from maturing time deposits repricing at higher rates versus rates when originated in prior years and a rise the cost of funds for nonmaturing deposits as overall interest rates have risen during 2005.

Provision for loan losses for the twelve months ending December 31, 2005 rose $782,919 or 171.1% from the year-ago period. The rise in provision expense versus the
prior year-end was due to a 21.2% increase in loans outstanding and higher required reserves resulting from changes to the methodology for determining ALL adequacy. Refer to the discussion on ALL adequacy for further comment.

During 2005, other income, excluding investment securities, other real estate, and fixed asset gains or losses, rose $347,080 or 10.7% from the year-ago period. Income
from secondary market financing activity rose $245,734 or 46.2% from the year-ago period due to successful efforts to further penetrate the South Henry market. Network terminal service charges associated with ATM transactions rose $37,788 or 34.2%
reflecting increased ATM and debit card usage and an additional ATM deployed during 2005 in McDonough, Georgia and Jackson Lake, Georgia, respectively.

During 2005, investment securities gains includes $170,933 in gains related to the sale of a portion of the Companys holdings of a correspondent bank that went public in 2005. Gains on other real estate include a $212,200 gain from
the sale of one parcel of other real estate in 2005.



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##### Table of Contents

During 2005, other noninterest expense increased $2,701,343 or 28.9% from the year-ago period. This increase is
attributable to several factors, including: a $1,667,354 or 28.2% increase in salary and benefit expenses resulting from the addition of 24.5 full time equivalent employees due to adding a new retail banking and loan production office, centralizing
loan administration and filling key support positions, employee raises, and 8% increase in health insurance costs; $422,277 or 37.8% increase in occupancy and equipment expense related to additional depreciation expense due to opening new retail
banking and loan production offices, more than doubling the size of the operations center, and technology improvements; $147,147 or 42.9% increase in business and development costs principally resulting from opening a new retail banking and loan
production office; $136,678 or 44.4% higher computer and data processing costs due to converting to a new core computer system; and a $59,597 or17.8% increase in professional fees due to continuing the installation of a new company-wide telephone
system and higher line expense.

During 2005, income tax expense declined $88,845 or 5.3% from the year-ago period. The decline from the year-ago period is
attributable to 1.6% more net income before income tax offset by a decline in the effective tax rate. As of December 31, 2005, the effective income tax rate was 29.4% versus 31.6% from the year-ago period. The decline in the effective income
tax rate results from the benefit of state retaining tax credits which lower the Companys state tax liability and thus the effective tax rate. See footnote 8 for further comment on income taxes.



21



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##### Table of Contents

McIntosh Bancshares, Inc.

Table 1 - Rate/Volume Variance Analysis

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.



|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|------------------------------------------------ |  | -------------- | ----------- | - | ---------------------- | - | ------------------- | ---- | ---- | -------------- |  | - | ---------------------- | - | ------------------- | - | ---------- | -------------- | ---- | - | ---------------------- | - | ------------------- | - |  | - | ---------- |  | ---- | -
|                                                 |  | 2005           |             |   | 2004                   |   |                     | 2003 |     
|                                                 |  | AverageBalance |             |   | InterestIncome/Expense |   | WeightedAverageRate |      |      | AverageBalance |  |   | InterestIncome/Expense |   | WeightedAverageRate |   |            | AverageBalance |      |   | InterestIncome/Expense |   | WeightedAverageRate |  
|ASSETS                                           |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Interest earning assets:                         |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Federal funds sold and interest bearing deposits |  |                | 7,325,234   |   |                        |   | 236,999             |      | 3.24 | %              |  |   | 6,634,768              |   |                     |   | 90,655     |                | 1.37 | % |                        |   | 11,193,084          |   |  |   | 119,272    |  | 1.07 | %
|                                                 |  |                |             |   |                        |   |                     |      |     
|Taxable investments                              |  |                | 44,010,533  |   |                        |   | 1,665,170           |      | 3.78 | %              |  |   | 39,725,166             |   |                     |   | 1,416,472  |                | 3.57 | % |                        |   | 37,595,806          |   |  |   | 1,378,991  |  | 3.67 | %
|Non-taxable investments                          |  |                | 9,755,858   |   |                        |   | 422,487             |      | 6.56 | %              |  |   | 10,228,166             |   |                     |   | 446,692    |                | 6.62 | % |                        |   | 10,489,330          |   |  |   | 484,887    |  | 7.00 | %
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total investments                                |  |                | 53,766,391  |   |                        |   | 2,087,657           |      | 4.29 | %              |  |   | 49,953,332             |   |                     |   | 1,863,164  |                | 4.19 | % |                        |   | 48,085,136          |   |  |   | 1,863,878  |  | 4.40 | %
|Taxable loans                                    |  |                | 256,110,243 |   |                        |   | 19,951,790          |      | 7.79 | %              |  |   | 217,531,528            |   |                     |   | 15,236,061 |                | 7.00 | % |                        |   | 181,929,025         |   |  |   | 13,770,448 |  | 7.57 | %
|Non-taxable loans                                |  |                | 1,621,262   |   |                        |   | 75,385              |      | 7.05 | %              |  |   | 2,363,617              |   |                     |   | 93,359     |                | 5.98 | % |                        |   | 865,125             |   |  |   | 37,618     |  | 6.59 | %
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total loans                                      |  |                | 257,731,505 |   |                        |   | 20,027,175          |      | 7.79 | %              |  |   | 219,895,145            |   |                     |   | 15,329,420 |                | 6.99 | % |                        |   | 182,794,150         |   |  |   | 13,808,066 |  | 7.56 | %
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total interest earning assets                    |  |                | 318,823,130 |   |                        |   | 22,351,831          |      | 7.09 | %              |  |   | 276,483,245            |   |                     |   | 17,283,239 |                | 6.35 | % |                        |   | 242,072,370         |   |  |   | 15,791,216 |  | 6.63 | %
|Allowance for loan losses                        |  |                | (3,587,598  | ) |                        |   |                     |      |      |                |  |   | (3,270,810             | ) |                     |   |            |                |      |   |                        |   | (3,095,306          | ) |  |   |            |  |      |  
|Other assets                                     |  |                | 24,679,979  |   |                        |   |                     |      |      |                |  |   | 20,222,875             |   |                     |   |            |                |      |   |                        |   | 17,480,859          |   |  |   |            |  |      |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total assets                                     |  | $              | 339,915,511 |   |                        |   |                     |      |      |                |  | $ | 293,435,310            |   |                     |   |            |                |      |   |                        | $ | 256,457,923         |   |  |   |            |  |      |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY             |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Interest bearing liabilities:                    |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Deposits:                                        |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Demand                                           |  |                | 101,721,257 |   |                        |   | 1,598,644           |      | 1.57 | %              |  |   | 87,189,138             |   |                     |   | 755,198    |                | 0.87 | % |                        |   | 76,275,400          |   |  |   | 669,654    |  | 0.88 | %
|Savings                                          |  |                | 11,534,505  |   |                        |   | 71,934              |      | 0.62 | %              |  |   | 10,931,817             |   |                     |   | 43,410     |                | 0.40 | % |                        |   | 10,099,516          |   |  |   | 42,381     |  | 0.42 | %
|Time                                             |  |                | 137,115,731 |   |                        |   | 5,082,975           |      | 3.71 | %              |  |   | 121,300,254            |   |                     |   | 4,061,548  |                | 3.35 | % |                        |   | 110,687,462         |   |  |   | 4,102,850  |  | 3.71 | %
|Federal funds purchased                          |  |                | 136,540     |   |                        |   | 4,497               |      | 3.29 | %              |  |   | 452,568                |   |                     |   | 6,482      |                | 1.43 | % |                        |   | 3,915               |   |  |   | 55         |  | 1.40 | %
|FHLB advances                                    |  |                | 28,484,931  |   |                        |   | 948,442             |      | 3.33 | %              |  |   | 19,377,049             |   |                     |   | 608,381    |                | 3.14 | % |                        |   | 10,202,740          |   |  |   | 395,042    |  | 3.87 | %
|Long-term debt                                   |  |                |            |   |                        |   |                    |      |     |                |  |   |                       |   |                     |   |           |                |     |   |                        |   |                    |   |  |   |           |  |     |  
|Convertible sub debentures                       |  |                |            |   |                        |   |                    |      |     |                |  |   |                       |   |                     |   |           |                |     |   |                        |   |                    |   |  |   |           |  |     |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total interest bearing liabilities               |  |                | 278,992,964 |   |                        |   | 7,706,492           |      | 2.76 | %              |  |   | 239,250,826            |   |                     |   | 5,475,019  |                | 2.29 | % |                        |   | 207,269,033         |   |  |   | 5,209,982  |  | 2.51 | %
|Non-interest bearing demand deposits             |  |                | 28,619,738  |   |                        |   |                     |      |      |                |  |   | 24,675,149             |   |                     |   |            |                |      |   |                        |   | 22,153,666          |   |  |   |            |  |      |  
|Other liabilities                                |  |                | 2,171,946   |   |                        |   |                     |      |      |                |  |   | 1,774,178              |   |                     |   |            |                |      |   |                        |   | 1,837,286           |   |  |   |            |  |      |  
|Stockholders equity                             |  |                | 30,130,863  |   |                        |   |                     |      |      |                |  |   | 27,735,157             |   |                     |   |            |                |      |   |                        |   | 25,197,938          |   |  |   |            |  |      |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Total liabilities and stockholders equity       |  | $              | 339,915,511 |   |                        |   |                     |      |      |                |  | $ | 293,435,310            |   |                     |   |            |                |      |   |                        | $ | 256,457,923         |   |  |   |            |  |      |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Net interest income                              |  |                |             |   |                        | $ | 14,645,339          |      |      |                |  |   |                        |   |                     | $ | 11,808,220 |                |      |   |                        |   |                     |   |  | $ | 10,581,234 |  |      |  
|                                                 |  |                |             |   |                        |   |                     |      |      |                |  |   |                        |   |                     |   |            |                |      |   |                        |   |                     |   |  |   |            |  |      |  
|Net interest spread (TE)                         |  |                |             |   |                        |   |                     |      | 4.33 | %              |  |   |                        |   |                     |   |            |                | 4.06 | % |                        |   |                     |   |  |   |            |  | 4.12 | %
|Net interest margin (TE)                         |  |                |             |   |                        |   |                     |      | 4.67 | %              |  |   |                        |   |                     |   |            |                | 4.38 | % |                        |   |                     |   |  |   |            |  | 4.51 | %

---

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.

All weighted average rates are calculated on a
tax equivalent (TE) basis. Loan fees of $1,928,126, $1,423,248, and $1,444,268 are included in the yields for 2005, 2004, and 2003, 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 2005 over 2004 and 2004 over 2003.



|                                                 |  |                                                       |           |   |      |   |           |        |  |   |           |  
|------------------------------------------------ |  | ----------------------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | - | --------- | -
|                                                 |  | 2005 over 2004 Increase (decrease) due to changes in: |          
|                                                 |  | Volume                                                |           |   | Rate |   |           | Change | 
|Interest earned on:                              |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Federal funds sold and interest bearing deposits |  |                                                       | 22,339    |   |      |   | 124,005   |        |  |   | 146,344   |  
|                                                 |  |                                                       |          
|Taxable investments                              |  |                                                       | 162,140   |   |      |   | 86,558    |        |  |   | 248,698   |  
|Non-taxable investments                          |  |                                                       | (20,454   | ) |      |   | (3,751    | )      |  |   | (24,205   | )
|                                                 |  |                                                       |          
|Taxable loans                                    |  |                                                       | 3,005,403 |   |      |   | 1,710,326 |        |  |   | 4,715,729 |  
|Non-taxable loans                                |  |                                                       | (34,519   | ) |      |   | 16,545    |        |  |   | (17,974   | )
|                                                 |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Total Interest Income                            |  | $                                                     | 3,134,909 |   |      | $ | 1,933,683 |        |  | $ | 5,068,592 |  
|                                                 |  |                                                       |          
|Interest paid on:                                |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Deposits:                                        |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Demand                                           |  |                                                       | 228,386   |   |      |   | 615,060   |        |  |   | 843,446   |  
|Savings                                          |  |                                                       | 3,759     |   |      |   | 24,765    |        |  |   | 28,524    |  
|Time                                             |  |                                                       | 586,291   |   |      |   | 435,136   |        |  |   | 1,021,427 |  
|Federal funds purchased                          |  |                                                       | (10,409   | ) |      |   | 8,424     |        |  |   | (1,985    | )
|FHLB advances                                    |  |                                                       | 303,259   |   |      |   | 36,802    |        |  |   | 340,061   |  
|                                                 |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Total Interest Expense                           |  | $                                                     | 1,111,286 |   |      | $ | 1,120,187 |        |  | $ | 2,231,473 |  
|                                                 |  |                                                       |           |   |      |   |           |        |  |   |           |  
|Net Interest Income                              |  | $                                                     | 2,023,623 |   |      | $ | 813,496   |        |  | $ | 2,837,119 |  
|                                                 |  |                                                       |           |   |      |   |           |        |  |   |           |  

Note : Rate/volumde 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)



|                                                 |  |                                                       |           |   |      |   |            |        |  |   |           |  
|------------------------------------------------ |  | ----------------------------------------------------- | --------- | - | ---- | - | ---------- | ------ |  | - | --------- | -
|                                                 |  | 2004 over 2003 Increase (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/volumde variance were allocated between rate variances and volume variances using a weighted average
allocation method.



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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, 2005, 2004,
and 2003. Amounts in thousands.



|                              |  |                        |        |                        |   |                        |  |   |       
|----------------------------- |  | ---------------------- | ------ | ---------------------- | - | ---------------------- |  | - | ------
|Securities Available For Sale |  | 2005 TotalMarket Value |        | 2004 TotalMarket Value |   | 2003 TotalMarket Value
|US Treasuries and Agencies    |  | $                      | 29,205 |                        | $ | 22,104                 |  | $ | 22,775
|Corporate debt securities     |  |                        | 1,000  |                        |   | 999                    |  |   | 1,506 
|SCMs                         |  |                        | 10,069 |                        |   | 9,349                  |  |   | 9,497 
|Mortgage backed securities    |  |                        | 12,853 |                        |   | 13,771                 |  |   | 14,820
|CMOs                         |  |                        | 0      |                        |   | 0                      |  |   | 0     
|Equities                      |  |                        | 628    |                        |   | 249                    |  |   | 249   
|                              |  |                        |        |                        |   |                        |  |   |       
|Subtotal                      |  |                        | 53,755 |                        |   | 46,472                 |  |   | 48,847
|                              |  |                        |       
|Securities Held To Maturity   |  | 2005 Total Book Value  |        | 2004 Total Book Value  |   | 2003 Total Book
Value 
|US Treasuries and Agencies    |  |                        | 0      |                        |   | 2,000                  |  |   | 0     
|Corporate debt securities     |  |                        | 0      |                        |   | 0                      |  |   | 0     
|SCMs                         |  |                        | 512    |                        |   | 800                    |  |   | 1,488 
|Mortgage backed securities    |  |                        | 0      |                        |   | 0                      |  |   | 0     
|CMOs                         |  |                        | 0      |                        |   | 0                      |  |   | 0     
|Equities                      |  |                        | 0      |                        |   | 0                      |  |   | 0     
|                              |  |                        |        |                        |   |                        |  |   |       
|Subtotal                      |  |                        | 512    |                        |   | 2,800                  |  |   | 1,488 
|Total                         |  | $                      | 54,267 |                        | $ | 49,272                 |  | $ | 50,335
|                              |  |                        |        |                        |   |                        |  |   |       



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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 |   | WeightedAverage Yield | 
|Securities held to maturity:   |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|US government agencies         |  | $              |          |                   | $ |                    |  |                |           |       |   |                      |  | $ |           |  |      |  
|State and political divisions  |  |                | 100,000   |                   |   | 411,980             |  |                |           |       |   |                      |  |   | 511,980    |  | 5.76 | %
|                               |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Subtotal                       |  |                | 100,000   |                   |   | 411,980             |  |                |           |       |   |                      |  |   | 511,980    |  |      |  
|                               |  |                |           |                   |   |                    
|Securities available for sale: |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|US Treasuries and              |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|US government agencies         |  |                | 7,076,821 |                   |   | 21,142,171          |  |                | 985,625    |       |   |                      |  |   | 29,204,617 |  | 3.93 | %
|State and political divisions  |  |                | 944,872   |                   |   | 4,777,019           |  |                | 3,040,883  |       |   | 1,306,301             |  |   | 10,069,075 |  | 4.06 | %
|Corporate debt securities      |  |                |          |                   |   |                    |  |                | 500,000    |       |   | 500,000               |  |   | 1,000,000  |  | 6.51 | %
|Mortgage-backed securities     |  |                |          |                   |   | 3,592,062           |  |                | 7,306,979  |       |   | 1,954,322             |  |   | 12,853,363 |  | 4.13 | %
|Equities                       |  |                |           |                   |   |                     |  |                |            |       |   | 628,125               |  |   | 628,125    |  |     |  
|                               |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Subtotal                       |  |                | 8,021,693 |                   |   | 29,511,252          |  |                | 11,833,487 |       |   | 4,388,748             |  |   | 53,755,180 |  |      |  
|                               |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Total                          |  | $              | 8,121,693 |                   | $ | 29,923,232          |  | $              | 11,833,487 |       | $ | 4,388,748             |  | $ | 54,267,160 |  |      |  
|                               |  |                |           |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  

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.
Amounts in thousands.



|                                     |  |            |         |   |       |       |   |            |   |         |       |  |       |            |  |   |         |   |  |            |   |  |       |         |   |            |       |   |       |   |         |   |  |       |  
|------------------------------------ |  | ---------- | ------- | - | ----- | ----- | - | ---------- | - | ------- | ----- |  | ----- | ---------- |  | - | ------- | - |  | ---------- | - |  | ----- | ------- | - | ---------- | ----- | - | ----- | - | ------- | - |  | ----- | -
|Classifications:                     |  | 2005 Total |         |   | 2005% |       |   | 2004 Total |   |         | 2004% |  |       | 2003 Total |  |   | 2003%   |   |  | 2002 Total |   |  | 2002% |         |   | 2001 Total |       |   | 2001% |  
|Commercial, financial & agricultural |  |            | 44,242  |   |       | 15.6  | % |            |   | 31,134  |       |  | 13.3  | %          |  |   | 25,459  |   |  | 12.5       | % |  |       | 22,854  |   |            | 13.0  | % |       |   | 16,512  |   |  | 10.3  | %
|Real estate-mortgage                 |  |            | 147,541 |   |       | 52.2  | % |            |   | 144,056 |       |  | 61.7  | %          |  |   | 125,730 |   |  | 61.9       | % |  |       | 106,898 |   |            | 60.7  | % |       |   | 96,992  |   |  | 60.6  | %
|Real estate-construction             |  |            | 75,246  |   |       | 26.6  | % |            |   | 42,527  |       |  | 18.2  | %          |  |   | 36,855  |   |  | 18.2       | % |  |       | 31,533  |   |            | 17.9  | % |       |   | 31,850  |   |  | 19.9  | %
|Consumer loans                       |  |            | 14,507  |   |       | 5.1   | % |            |   | 14,060  |       |  | 6.0   | %          |  |   | 13,501  |   |  | 6.7        | % |  |       | 13,835  |   |            | 7.9   | % |       |   | 14,052  |   |  | 8.8   | %
|Tax-exempt                           |  |            | 1,450   |   |       | 0.5   | % |            |   | 1,806   |       |  | 0.8   | %          |  |   | 1,448   |   |  | 0.7        | % |  |       | 877     |   |            | 0.5   | % |       |   | 715     |   |  | 0.4   | %
|                                     |  |            |         |   |       |       |   |            |   |         |       |  |       |            |  |   |         |   |  |            |   |  |       |         |   |            |       |   |       |   |         |   |  |       |  
|                                     |  |            | 282,986 |   |       | 100.0 | % |            |   | 233,583 |       |  | 100.0 | %          |  |   | 202,993 |   |  | 100.0      | % |  |       | 175,997 |   |            | 100.0 | % |       |   | 160,121 |   |  | 100.0 | %
|                                     |  |            |         |   |       |       |   |            |   |         |       |  |       |            |  |   |         |   |  |            |   |  |       |         |   |            |       |   |       |   |         |   |  |       |  
|Allowance                            |  |            | (4,077  | ) |       |       |   |            |   | (2,913  | )     |  |       |            |  |   | (3,178  | ) |  |            |   |  |       | (2,840  | ) |            |       |   |       |   | (2,478  | ) |  |       |  
|                                     |  |            |         |   |       |       |   |            |   |         |       |  |       |            |  |   |         |   |  |            |   |  |       |         |   |            |       |   |       |   |         |   |  |       |  
|Net Loans                            |  | $          | 278,909 |   |       |       |   |            | $ | 230,670 |       |  |       |            |  | $ | 199,815 |   |  |            |   |  | $     | 173,157 |   |            |       |   |       | $ | 157,643 |   |  |       |  

At December 31, 2005, maturities of loans in the indicated classifications were as follows. Amounts in
thousands.



|                                     |  |                 |        |               |   |                 |  |       |       |  |   |        
|------------------------------------ |  | --------------- | ------ | ------------- | - | --------------- |  | ----- | ----- |  | - | -------
|                                     |  | Maturity       
|                                     |  | Over One        |        |              
|                                     |  | One YearOr Less |        | To Five Years |   | Over Five Years |  | Total
|Commercial, financial & agricultural |  |                 | 24,931 |               |   | 17,070          |  |       | 2,241 |  |   | 44,242 
|Real estate-construction             |  |                 | 73,305 |               |   | 1,463           |  |       | 478   |  |   | 75,246 
|                                     |  |                 |        |               |   |                 |  |       |       |  |   |        
|Total                                |  | $               | 98,236 |               | $ | 18,533          |  | $     | 2,719 |  | $ | 119,488
|                                     |  |                 |        |               |   |                 |  |       |       |  |   |        

As of December 31, 2005, the interest terms of loans in the indicated classifications for the indicated
maturity ranges are as follows. Amounts in thousands.



|                                     |  |                                                 |        |           |   |        |  |   |       
|------------------------------------ |  | ----------------------------------------------- | ------ | --------- | - | ------ |  | - | ------
|                                     |  | Rate Structure for Loans Maturing Over One Year
|                                     |  | AdjustibleRate                                  |        | FixedRate |   | Total 
|Commercial, financial & agricultural |  |                                                 | 9,199  |           |   | 10,112 |  |   | 19,311
|Real estate-construction             |  |                                                 | 1,480  |           |   | 461    |  |   | 1,941 
|                                     |  |                                                 |        |           |   |        |  |   |       
|Total                                |  | $                                               | 10,679 |           | $ | 10,573 |  | $ | 21,252
|                                     |  |                                                 |        |           |   |        |  |   |       



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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, 2005, 2004, 2003, 2002, and 2001. Amounts in thousands.



|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |      |   |  |   |      |  
|---------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ---- | - |  | - | ---- | -
|                                         |  | 2005Total |       |   | 2004Total |   |       | 2003Total |  |   | 2002Total |   |  | 2001Total |     
|Loans on non-accrual                     |  |           | 420   |   |           |   | 1,307 |           |  |   | 783       |   |  |           | 729  |   |  |   | 40   |  
|Loans 90 days or more past due           |  |           | 118   |   |           |   | 116   |           |  |   | 295       |   |  |           | 49   |   |  |   | 104  |  
|Other real estate and repossessions      |  |           | 611   |   |           |   | 202   |           |  |   | 0         |   |  |           | 5    |   |  |   | 0    |  
|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |      |   |  |   |      |  
|                                         |  | $         | 1,149 |   |           | $ | 1,625 |           |  | $ | 1,078     |   |  | $         | 783  |   |  | $ | 144  |  
|                                         |  |           |       |   |          
|Non-performing loans as a % of loans     |  |           | 0.19  | % |           |   | 0.61  | %         |  |   | 0.53      | % |  |           | 0.44 | % |  |   | 0.09 | %
|                                         |  |           |       |   |          
|Interest that would have been recognized |  | $         | 38    |   |           | $ | 117   |           |  | $ | 51        |   |  | $         | 15   |   |  | $ | 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.



|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|--------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ----- | - |  | - | ----- | -
|                                        |  | 2005Total |       |   | 2004Total |   |       | 2003Total |  |   | 2002Total |   |  | 2001Total |      
|Allowance at beginning of year          |  | $         | 2,913 |   |           | $ | 3,178 |           |  | $ | 2,840     |   |  | $         | 2,478 |   |  | $ | 2,457 |  
|Charge-offs:                            |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           | 47    |   |           |   | 680   |           |  |   |           |   |  |           |       |   |  |   | 78    |  
|Real estate - mortgage                  |  |           | 84    |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Real estate-construction                |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Consumer loans                          |  |           | 89    |   |           |   | 63    |           |  |   | 115       |   |  |           | 97    |   |  |   | 49    |  
|Tax Exempt                              |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total charge-offs                       |  |           | 220   |   |           |   | 743   |           |  |   | 115       |   |  |           | 97    |   |  |   | 127   |  
|Recoveries:                             |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           | 6     |   |           |   | 6     |           |  |   |           |   |  |           | 1     |   |  |   | 3     |  
|Real estate - mortgage                  |  |           | 119   |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Real estate-construction                |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Consumer loans                          |  |           | 19    |   |           |   | 14    |           |  |   | 26        |   |  |           | 21    |   |  |   | 14    |  
|Tax Exempt                              |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total recoveries                        |  |           | 144   |   |           |   | 20    |           |  |   | 26        |   |  |           | 22    |   |  |   | 17    |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Net charge-offs                         |  |           | 76    |   |           |   | 723   |           |  |   | 89        |   |  |           | 75    |   |  |   | 110   |  
|Provisions charged to earnings          |  |           | 1,240 |   |           |   | 458   |           |  |   | 427       |   |  |           | 437   |   |  |   | 131   |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Allowance at end of year                |  | $         | 4,077 |   |           | $ | 2,913 |           |  | $ | 3,178     |   |  | $         | 2,840 |   |  | $ | 2,478 |  
|Ratio of net charge-offs to avg. loans  |  |           | 0.03  | % |           |   | 0.33  | %         |  |   | 0.05      | % |  |           | 0.04  | % |  |   | 0.07  | %
|Ratio of allowance to total loans       |  |           | 1.44  | % |           |   | 1.25  | %         |  |   | 1.57      | % |  |           | 1.61  | % |  |   | 1.55  | %
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  

The Company has a dedicated loan review function. Sixty-one percent of the portfolio was reviewed in 2005 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. Amounts in thousands.



|                                        |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |  
|--------------------------------------- |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | - |  | --------- |  | ----- | -
|Balance at End of Period Applicable to: |  | 2005Total |  | 2005% |   |  | 2004Total |  | 2004% |   |  | 2003Total |  | 2003% |   |  | 2002Total |  | 2002% |   |  | 2001Total |  | 2001% |  
|Commercial, financial & agricultural    |  | 599       |  | 16.1  | % |  | 422       |  | 14.1  | % |  | 475       |  | 13.3  | % |  | 480       |  | 13.5  | % |  | 290       |  | 10.7  | %
|Real estate-mortgage                    |  | 2,153     |  | 52.2  | % |  | 1,545     |  | 61.7  | % |  | 1,927     |  | 61.9  | % |  | 1,606     |  | 60.7  | % |  | 1,324     |  | 60.6  | %
|Real estate-construction                |  | 1,030     |  | 26.6  | % |  | 661       |  | 18.2  | % |  | 546       |  | 18.2  | % |  | 512       |  | 17.9  | % |  | 637       |  | 19.9  | %
|Consumer loans                          |  | 295       |  | 5.1   | % |  | 285       |  | 6.0   | % |  | 230       |  | 6.6   | % |  | 242       |  | 7.9   | % |  | 227       |  | 8.8   | %
|                                        |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |   |  |           |  |       |  
|Total allowance for loan loss           |  | 4,077     |  | 100.0 | % |  | 2,913     |  | 100.0 | % |  | 3,178     |  | 100.0 | % |  | 2,840     |  | 100.0 | % |  | 2,478     |  | 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.



|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|------------------------------------ |  | ---- | ----------- |  | ---- | - |  | ---- | ----------- |  | ---- | - |  | - | ----------- |  | ---- | -
|                                     |  | 2005 |             |  | 2004 |   |  | 2003 |            
|Deposits:                            |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Non-interest bearing demand deposits |  |      | 28,619,738  |  |     |   |  |      | 24,675,149  |  |     |   |  |   | 22,153,666  |  |     |  
|Interest bearing demand              |  |      | 101,721,257 |  | 1.57 | % |  |      | 87,189,138  |  | 0.87 | % |  |   | 76,275,400  |  | 0.88 | %
|Savings                              |  |      | 11,534,505  |  | 0.62 | % |  |      | 10,931,817  |  | 0.40 | % |  |   | 10,099,516  |  | 0.42 | %
|Time                                 |  |      | 137,115,731 |  | 3.71 | % |  |      | 121,300,254 |  | 3.35 | % |  |   | 110,687,462 |  | 3.71 | %
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Total                                |  | $    | 278,991,231 |  |      |   |  | $    | 244,096,358 |  |      |   |  | $ | 219,216,044 |  |      |  
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  

Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 2005 summerized as
follows. Amounts in thousands.



|                                      |  |       |       
|------------------------------------- |  | ----- | ------
|                                      |  | Total
|Three months or less                  |  |       | 11,335
|Over three months through six months  |  |       | 11,614
|Over six months through twelve months |  |       | 34,033
|Over twelve months                    |  |       | 27,923
|                                      |  |       |       
|                                      |  | $     | 84,905



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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.



|                                 |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                 |  | 2005 |         |   | 2004 |   |         | 2003 | 
|Net income                       |  | $    | 3,776   |   |      | $ | 3,605   |      |  | $ | 3,449   |  
|Average assets                   |  | $    | 339,916 |   |      | $ | 293,435 |      |  | $ | 256,686 |  
|Average equity                   |  | $    | 30,131  |   |      | $ | 27,735  |      |  | $ | 25,198  |  
|Dividends                        |  | $    | 756     |   |      | $ | 672     |      |  | $ | 504     |  
|                                 |  |      |        
|Return on average assets         |  |      | 1.11    | % |      |   | 1.23    | %    |  |   | 1.34    | %
|                                 |  |      |        
|Return on average equity         |  |      | 12.53   | % |      |   | 13.00   | %    |  |   | 13.69   | %
|                                 |  |      |        
|Dividend payout ratio            |  |      | 20.04   | % |      |   | 18.65   | %    |  |   | 14.62   | %
|                                 |  |      |        
|Average equity to average assets |  |      | 8.86    | % |      |   | 9.45    | %    |  |   | 9.82    | %



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McIntosh Bancshares, Inc.

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

The following table sets out certain information regarding the Companys
borrowings.



|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|------------------------------------------------ |  | -------- |  | ------ | ---------- | ---- | ---- | - | ------ | - | ---------- |  | ---- | -
|                                                 |  |          |  | 2005   |            |      | 2004 |  
|Type: Federal Home Loan Bank Advances            |  | Maturity |  | Amount |            | Rate |      |   | Amount |   | Rate       | 
|Three month LIBOR minus 2 bps                    |  | 05/12/06 |  | $      | 3,000,000  |      | 4.35 | % |        | $ | 3,000,000  |  | 2.30 | %
|Fixed rate convertible to 3 month LIBOR 09/04/05 |  | 09/04/07 |  |        |           |      |     |   |        |   | 2,000,000  |  | 2.88 | %
|Fixed rate convertible to 3 month LIBOR 12/12/05 |  | 12/10/08 |  |        |           |      |     |   |        |   | 3,000,000  |  | 2.22 | %
|Fixed Rate                                       |  | 01/25/09 |  |        | 2,000,000  |      | 4.05 | % |        |   |            |  |      |  
|Fixed rate convertible to 3 month LIBOR 09/15/07 |  | 09/15/09 |  |        | 4,000,000  |      | 3.09 | % |        |   | 4,000,000  |  | 3.09 | %
|Fixed Rate                                       |  | 01/25/10 |  |        | 3,000,000  |      | 4.17 | % |        |   |            |  |      |  
|Flipper 5/19/06 one month LIBOR minus 50bps      |  | 05/19/10 |  |        | 2,000,000  |      | 3.87 | % |        |   |            |  |      |  
|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 | % |        |   | 3,000,000  |  | 2.91 | %
|Fixed rate convertible to 3 month LIBOR 5/19/09  |  | 05/19/15 |  |        | 2,000,000  |      | 3.77 | % |        |   |            |  |      |  
|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|Total                                            |  |          |  | $      | 26,000,000 |      |      |   |        | $ | 22,000,000 |  |      |  
|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|Maximum borrowing at any given month end - FHLB  |  |          |  | $      | 31,000,000 |      |      |   |        | $ | 22,000,000 |  |      |  
|Average outstanding borrowings for the period    |  |          |  | $      | 28,484,931 |      | 3.33 | % |        | $ | 19,377,049 |  | 3.14 | %



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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.Through 3 Years |   |        | Over 3 Yrs.Through 5 Years |  |   | Over 5 Years |   |  | Total
|Interest earning assets:                                  |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   |        
|Adjustable rate loans                                     |  |                 | 165,217 |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 165,217
|Fixed rate loans                                          |  |                 | 38,033  |    |                           |   | 41,479 |                            |  |   | 31,307       |   |  |       | 6,950  |   |  |   | 117,769
|Other loans                                               |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 0      
|Investment securities                                     |  |                 | 8,122   |    |                           |   | 14,489 |                            |  |   | 15,434       |   |  |       | 16,222 |   |  |   | 54,267 
|Other investments                                         |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       | 2,184  |   |  |   | 2,184  
|Bank owned life insurance                                 |  |                 | 6,035   |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 6,035  
|Int bearing deposits in other banks & Fed Funds sold      |  |                 | 11,772  |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 11,772 
|                                                          |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   |        
|Total interest earning assets                             |  | $               | 229,179 |    |                           | $ | 55,968 |                            |  | $ | 46,741       |   |  | $     | 25,356 |   |  | $ | 357,244
|                                                          |  |                 |         |    |                          
|Interest bearing liabilities:                             |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   |        
|Fixed maturity deposits                                   |  |                 | 106,389 |    |                           |   |        |                            |  |   | 36,090       |   |  |       | 20,616 |   |  |   | 163,095
|Interest bearing DDA accounts (NOW, Super NOW, MMDA)      |  |                 | 110,903 |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 110,903
|Savings accounts                                          |  |                 | 12,025  |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 12,025 
|Fed funds purchased                                       |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 0      
|Other borrowed funds                                      |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   | 0      
|FHLB Advances                                             |  |                 | 3,000   |    |                           |   | 11,000 |                            |  |   | 12,000       |   |  |       |        |   |  |   | 26,000 
|                                                          |  |                 |         |    |                           |   |        |                            |  |   |              |   |  |       |        |   |  |   |        
|Total interest bearing liabilities                        |  | $               | 232,317 |    |                           | $ | 11,000 |                            |  | $ | 48,090       |   |  | $     | 20,616 |   |  | $ | 312,023
|                                                          |  |                 |         |    |                          
|Interest rate sensitivity gap                             |  | $               | (3,138  | )  |                           | $ | 44,968 |                            |  | $ | (1,349       | ) |  | $     | 4,740  |   |  | $ | 45,221 
|                                                          |  |                 |         |    |                          
|Cummulative interest rate sensitivity gap                 |  | $               | (3,138  | )  |                           | $ | 41,830 |                            |  | $ | 40,481       |   |  | $     | 45,221 |   |  |   |        
|                                                          |  |                 |         |    |                          
|Cummulative interest rate sensitivity gap to total assets |  |                 | (0.83   | )% |                           |   | 11.10  | %                          |  |   | 10.74        | % |  |       | 12.00  | % |  |   |        



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Item 7. Financial Statements

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, 2005 and 2004                                |  | 
|                                                                                        | 
|Consolidated Statements of Earnings - December 31, 2005 and 2004                        |  | 
|                                                                                        | 
|Consolidated Statements of Comprehensive Income - December 31, 2005 and 2004            |  | 
|                                                                                        | 
|Consolidated Statements of Changes in Stockholders Equity - December 31, 2005 and 2004 |  | 
|                                                                                        | 
|Consolidated Statements of Cash Flows - December 31, 2005 and 2004                      |  | 
|                                                                                        | 
|Notes to Consolidated Financial Statements                                              |  | 



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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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.

Item 8B. Other Information

None.

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.

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.



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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 or incorporated by reference in 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).                                     
|     | 
|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).                                     



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|      |  |                                                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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).
|      | 
|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).   



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|      |  |                                                                                                                                                                                                                                      
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (incorporated by reference to Exhibit 6.15 to Registrants Annual Report on Form 10-KSB, filed with the
Commission on March 31, 2005, File No. 000-49766).
|      | 
|10.16 |  | Stock Option Agreement with Rob Beall dated October 20, 2005.                                                                                                                                                                        
|      | 
|10.17 |  | Stock Option Agreement with Jason Patrick dated October 20, 2005.                                                                                                                                                                    
|      | 
|10.18 |  | Stock Option Agreement with Charles Harper dated October 20, 2005.                                                                                                                                                                   
|      | 
|21.1  |  | Subsidiaries of the Registrant.                                                                                                                                                                                                      
|      | 
|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  |  | Certifications of the Registrants Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                
|      | 
|31.2  |  | Certifications of the Registrants Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|      | 
|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 Accountant 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.



McINTOSH BANCSHARES, INC.(Registrant)Date:

March 28, 2006BY:

/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 report, 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, 2006.



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



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INDEX TO EXHIBITS



|              |  |                                                                                                                                     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                         
|10.16         |  | Stock Option Agreement with Rob Beall dated October 20, 2005.                                                                       
|              | 
|10.17         |  | Stock Option Agreement with Jason Patrick dated October 20, 2005.                                                                   
|              | 
|10.18         |  | Stock Option Agreement with Charles Harper dated October 20, 2005.                                                                  
|              | 
|21.1          |  | Subsidiaries of the Registrant                                                                                                      
|              | 
|31.1          |  | Certifications of the Registrants Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|              | 
|31.2          |  | Certifications of the Registrants Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|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                                                                                                   



42