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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

(Mark One)



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

For the fiscal year ended December 31, 2006

or



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

For the transition period from  to

Commission
File No. 000-49766

McINTOSH BANCSHARES, INC.

(Name of Small Business Issuer in Its Charter)



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

(770) 775-8300

Issuers Telephone Number, Including Area Code

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

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

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

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

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 $35,452,719. As of March 28, 2007, 1,404,488 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, 2007 was $42,444,405. This calculation is based
upon an estimate of the fair market value of the Common Stock by the Companys Board of Directors of $45.00 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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McINTOSH BANCSHARES, INC.

ANNUAL REPORT ON FORM 10-KSB

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006



|           |  |                                                                                                                                       |  |           
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|ItemNumber |  |                                                                                                                                       |  | PageNumber
|           |  | PART I                                                                                                                                |  |           
|           |  |                                                                                                                                      
|1.         |  | Description of Business                                                                                                               |  | 1         
|2.         |  | Description of Property                                                                                                               |  | 6         
|3.         |  | Legal Proceedings                                                                                                                     |  | 7         
|4.         |  | Submission of Matters to a Vote of Security Holders                                                                                   |  | 8         
|           |  |                                                                                                                                      
|           |  | PART II                                                                                                                               |  |           
|           |  |                                                                                                                                      
|5.         |  | Market for Common Equity and Stockholder Matters                                                                                      |  | 8         
|6.         |  | Managements Discussion and Analysis or Plan of Operations                                                                            |  | 11        
|7.         |  | Financial Statements                                                                                                                  |  | 32        
|8.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                                  |  | 32        
|8A.        |  | Controls and Procedures                                                                                                               |  | 32        
|8B.        |  | Other Information                                                                                                                     |  | 32        
|           |  |                                                                                                                                      
|           |  | PART III                                                                                                                              |  |           
|           |  |                                                                                                                                      
|9.         |  | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act |  | 32        
|10.        |  | Executive Compensation                                                                                                                |  | 32        
|11.        |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                        |  | 33        
|12.        |  | Certain Relationships and Related Transactions and Director Independence                                                              |  | 33        
|           |  |                                                                                                                                      
|13.        |  | Exhibits                                                                                                                              |  | 33        
|14.        |  | Principal Accountant Fees and Services                                                                                                |  | 36        
|           |  |                                                                                                                                      
|           |  | Signatures                                                                                                                            |  | 37        



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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, Locust Grove and McDonough. 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 Rural Development Authority 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 separate offices in the Banks Jackson, Monticello and McDonough offices.

Loans

The Bank grants both secured and unsecured loans to individuals and businesses. As of December 31, 2006, the Banks loan portfolio totaled
$328,876,744.

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, 2006, 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 $163,148,112 and represents 43%



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of gross loans and unfunded loan commitments. The Bank has established a maximum of 55% of gross loans plus unfunded commitments on the AD&C portion of
the portfolio.

Lending Policy

Standards for extensions of credit are contained in the Banks loan policy. Loans are predominately from borrowers within the Banks delineated areas of Butts, Jasper, South Henry, Greene and Putnam 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 55% of the portfolio outstanding as of December 31, 2006, 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 interest rate risk and liquidity 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, President, 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.

Bank management attempts to achieve consistent growth in net interest income (NII) while limiting volatility arising from changes in interest rates.
Measuring the maturity and repricing characteristics of assets and liabilities or gap is one method Bank management utilizes to manage exposure to interest rates. The projected repricing and prepayment attributes of earning assets and interest
bearing liabilities are based on the current interest rate environment and are subject to change as interest rates fluctuate. The Bank has established guidelines for this measure where cumulative gap must be within positive and negative 15% over
select time periods. The following table outlines the Banks cumulative gap as of December 31, 2006.



|               |  |               |   |  |        |   |  |         |   |  |         |   |  |          |  
|-------------- |  | ------------- | - |  | ------ | - |  | ------- | - |  | ------- | - |  | -------- | -
|               |  | Time Horizons |  
|               |  | 6 months      |   |  | 1 year |   |  | 2 years |   |  | 5 years |   |  | 10 years |  
|Cumulative GAP |  | 12.53         | % |  | 5.37   | % |  | 6.62    | % |  | 10.92   | % |  | 12.63    | %

Simulation, or earnings at risk, modeling is also utilized by the Bank to manage interest rate
risk. The upcoming 12 month time period is simulated to determine a baseline NII forecast and the sensitivity of this forecast to changes in interest rates. The baseline earnings at risk measure incorporates managements estimate of interest
rates over the upcoming 12 months and applies those assumptions to earning assets and interest bearing liabilities. Projected rates and volumes for new and renewed loans and deposits are assumed based on experience and forecasts, but are
significantly dependent on market conditions. Management measures the change to baseline NII via rate shocks of 100, 200, and 300 basis points (bps). The Bank has established a maximum of a 20% change in baseline NII as a result of the respective
rate shocks. The following table outlines the effect of changes in projected NII over the next 12 months as of December 31, 2006.



|              |  |            |   |  |          |   |  |          |   |  |          |   |  |          |   |  |           |  
|------------- |  | ---------- | - |  | -------- | - |  | -------- | - |  | -------- | - |  | -------- | - |  | --------- | -
|              |  | Rate Shock |  
|              |  | -300 bps   |   |  | -200 bps |   |  | -100 bps |   |  | +100 bps |   |  | +200 bps |   |  | + 300 bps |  
|Change in NII |  | -10.90     | % |  | -5.56    | % |  | -2.15    | % |  | 3.72     | % |  | 8.51     | % |  | 13.75     | %

Bank management also utilizes EVE to monitor and manage the longer term impact of interest rate
movements on the Banks capital. EVE attempts to measure the change in cash flows of earning assets and liabilities as rates change. Management measures the change to baseline EVE via rate shocks of 100, 200, and 300 bps. The Bank has
established a maximum of a 20% change in baseline EVE as a result of the respective rate shocks. The following table outlines the effect of changes in projected EVE as of December 31, 2006.



|              |  |            |   |  |          |   |  |          |   |  |           |   |  |          |   |  |           |  
|------------- |  | ---------- | - |  | -------- | - |  | -------- | - |  | --------- | - |  | -------- | - |  | --------- | -
|              |  | Rate Shock |  
|              |  | -300 bps   |   |  | -200 bps |   |  | -100 bps |   |  | +1000 bps |   |  | +200 bps |   |  | + 300 bps |  
|Change in EVE |  | 4.07       | % |  | 3.83     | % |  | 2.28     | % |  | -3.65     | % |  | -8.00    | % |  | -13.04    | %

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, 2006, the Banks liquidity and loan to funding ratios were
13.2% and 78%, respectively. As a secondary source of liquidity, the Bank has lines of credit with its correspondent banks and the Federal Home Loan Bank totaling $52.8 million. As of December 31, 2006, $21 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.



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

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

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

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

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

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

Activities of
MFS are governed by the State of Georgia Insurance Department (Department) and the National Association of Securities Dealers (NASD). The Department and the NASD may examine the activities of MFS at any time. The Department and the NASD require MFS
and its representatives to fulfill licensing and continuing education requirements. Customer complaints or compliance lapses deemed serious enough may be cause for licenses to be revoked and the business to cease operation. As of December 31,
2006, 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 2007 and without
prior approval of the DBF is $2,532,000. During the year ending December 31, 2006, the Company declared and paid cash dividends totaling $839,557, or 17.1% 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



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

In addition, the FDIC Improvement Act of 1991 provides for prompt corrective action
(PCA) if a banks leverage capital ratio reaches 2%. PCA may call for the bank to be placed in receivership or sold to another depository institution. The FDIC has adopted regulations implementing PCA which place financial institutions in the
following five categories based on capitalization ratios: (i) a well capitalized institution has a total risked-based capital ratio of at least 10%, a Tier One risked-based ratio of at least 6%, and leverage capital ratio of at least 5%;
(ii) an adequately capitalized institution has a total risked-based capital ratio of at least 8%, a Tier One risked-based ratio of at least 4%, and leverage capital ratio of at least 4%; (iii) an undercapitalized institution has a total
risked-based capital ratio under 8%, a Tier One risked-based ratio under 4%, and leverage capital ratio under 4%; and (iv) a critically undercapitalized institution has a leverage capital ratio under 2%. Institutions in any of the three
undercapitalized categories would be prohibited from declaring and paying dividends or making capital distributions. The FDIC regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory
factors other than capital. As of December 31, 2006 the capital ratios for the Company and the Bank are as follows:



|                  |  |         |   |  |       |  
|----------------- |  | ------- | - |  | ----- | -
|                  |  | Company |   |  | Bank  |  
|Leverage Capital  |  | 7.86    | % |  | 7.79  | %
|Tier 1 Risk-Based |  | 9.90    | % |  | 9.84  | %
|Total Risk-Based  |  | 11.15   | % |  | 11.09 | %

Employees

At December 31, 2006, the Company had 143 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 and 1125 Keys Ferry Court

McDonough, Georgia 30253

Built in 1995, 7,600 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
| | --- | ------------------------------------

1028 Founders Row

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 2006      |  | NUMBER OF SHARES TRADED |  | HIGH SALESPRICE (Per Share) |       | LOW SALESPRICE (Per Share)
|First Quarter  |  | 403 Shares              |  | $                           | 36.00 |                            | $ | 36.00
|Second Quarter |  | 3,657 Shares            |  | $                           | 40.00 |                            | $ | 36.00
|Third Quarter  |  | 8,260 Shares            |  | $                           | 42.00 |                            | $ | 38.00
|Fourth Quarter |  | 7,374 Shares            |  | $                           | 45.00 |                            | $ | 42.00
|               |  |                         | 
|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



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The Company has begun paying dividends on a quarterly basis. Any declaration and payment of dividends
will be based on the Companys earnings, economic conditions, and the evaluation by the Board of Directors of other relevant factors. The Companys ability to pay dividends is dependent on cash dividends paid to it by McIntosh State Bank,
its wholly-owned subsidiary. The ability of the bank to pay dividends to the Company is restricted by applicable regulatory requirements. See Supervision and Regulation. The Company paid dividends of $0.54 per share in 2005 and $0.60 per
share in 2006, on a split adjusted basis.

As of March 28, 2007, there were 1,404,488 shares of the Companys common stock issued
and outstanding held of record by approximately 633 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 (1998 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 60,949 shares of its common stock for which such options may be granted. As of March 28, 2007, all options available under the plan have been granted.
During 2006, exercised options resulted in 5,226 common shares issued.

In 2006, the Company adopted a compensation plan (2006 Plan) which
authorizes the Company to issue to directors, officers and employees of the Company and its affiliates incentive stock options, nonqualified stock options, and/or restricted stock. The 2006 Plan permits up to 105,000 shares of the Companys
common stock to be issued; however, no more than 25,000 shares can be available for issuance as restricted stock. As March 28, 2007, 41,000 incentive stock options have been granted; however, no options have been exercised.



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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information relating to the Companys equity compensation plans as of December 31, 2006.

Equity Compensation Plan Information



|                                                           |  |                                                                                              |     |  |                                                                              |       |                                                                                                                                            |       
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- | --- |  | ---------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------ | ------
|Plan Category                                              |  | Number of securities to beissued upon
exercise ofoutstanding options,warrants and rights (a) |     |  | Weighted-averageexercise price
ofoutstanding options,warrants and rights (b) |       | Number of securitiesremaining available
forfuture issuance under equitycompensation plans(excluding securitiesreflected in column (a)) (c)
|Equity compensation plans approved by security holders     |  | 101,946                                                                                      | (1) |  | $                                                                            | 30.96 |                                                                                                                                            | 64,000
|Equity compensation plans not approved by security holders |  | None                                                                                         |     |  |                                                                              |      |                                                                                                                                            |      
|Total                                                      |  | 101,946                                                                                      |     |  | $                                                                            | 30.96 |                                                                                                                                            | 64,000



|(1) | Split Adjusted
|--- | --------------

Unregistered Sales of Equity Securities

None.



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##### Table of Contents

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

Managements Discussion and Analysis of Financial Condition and Results of Operations for Years ended December 31, 2006 and December 31, 2005

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, 2006 shows assets grew $84,730,503 or 22.5% compared to December 31, 2005. The increase is principally attributable to a $45,890,641 or 16.2% increase in gross loans, a $31,580,543 or
58.2% increase in investment securities, a $6,977,592 or 59.2% increase in interest bearing deposits and federal funds sold, and a $1,596,920 or 261.3% increase in other real estate.

The increase from December 31, 2005 to 2006 in gross loans was due to the November 2005 opening of a loan production office at Lake Oconee, Georgia and further business expansion of the banking offices in
McDonough and Locust Grove, Georgia, collectively called South Henry. Loans grew $12,537,292 in Lake Oconee and $26,097,064 or 39.8% in the South Henry market during 2006. The increases in investment securities and federal funds sold and interest
bearing deposits were a function of significant deposit growth. The increase in other real estate represents the foreclosure of a relationship secured by residential properties located in Oconee County, Georgia.

Total deposits increased $84,002,236 or 26.6% from December 31, 2005 to 2006. The change from the prior year-end is principally attributable to a $7,224,766 or
24.5% increase in demand deposit account balances, a $12,960,620 or 11.7% increase in NOW and money market account balances, and a $64,492,347 or 39.5% increase in time deposits. Time deposits include $40,852,000 in brokered deposits which increased
$26,124,000 or 177.4% from December 31, 2005. Brokered deposits include $14,345,534 in reciprocal deposits placed under the Certificate of Deposit Account Registry System (CDARS). These CDAR deposits represent stable local deposits, but are
designated and reported as brokered deposits under regulatory requirements. Time deposits represent 57.0% and 51.7% of total deposits as of December 31, 2006 and 2005, respectively. The rise in reliance on time deposits for funding is the due
to the increase in brokered deposits. See Liquidity comments for further discussion on wholesale funding sources.



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##### Table of Contents

The allowance for loan losses (ALL) rose $584,904 or 14.4% for the twelve months ending December 31, 2006. The
increase results from $778,247 in provision expense and $193,343 in net charge-offs. As of December 31, 2006, the ALL as a percentage of gross loans (reserve ratio) is 1.42% versus 1.44% for the prior year-end.

The decline in the overall reserve ratio is due to: (a) a decline in the volume of loans outstanding with more than the normal risk of repayment (internally graded
loans); and (b) a revision in the methodology used to determine ALL adequacy. Total internally graded loans declined $1,480,544 which resulted in $135,450 less required reserve. The revision in the methodology used to determine ALL adequacy
during 2006 reflects revisions to the Banks historical loss experience by including credit loss experience for 2005. This change resulted in a required ALL that was $61,634 higher. Had these events not occurred in 2006, the reserve ratio would
have been 1.44%.

The following table highlights the ALL by loan category:



|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|------------------------------------------ |  | --------- | ----- | ----- | ---- | - | --------- | - | ----- |  | ---- | -
|ALL by Loan Category (Amount in thousands) |  | 2006Total |       | 2006% |      |   | 2005Total |   | 2005% | 
|Commercial, financial & agricultural       |  | $         | 671   |       | 1.31 | % |           | $ | 599   |  | 1.31 | %
|Real estate-mortgage                       |  |           | 2,192 |       | 1.45 | % |           |   | 2,153 |  | 1.46 | %
|Real estate-construction                   |  |           | 1,537 |       | 1.37 | % |           |   | 1,030 |  | 1.37 | %
|Consumer loans                             |  |           | 262   |       | 1.78 | % |           |   | 295   |  | 2.03 | %
|                                           |  |           |       |       |      |   |           |   |       |  |      |  
|Total Allowance for Loan Losses            |  | $         | 4,662 |       | 1.42 | % |           | $ | 4,077 |  | 1.44 | %

The decrease in reserve ratio for the real estate mortgage category from the prior year is due to higher
historical loss experience offset by a decline in internally graded loans. Had the loss experience remained unchanged from 2005, the ALL for the real estate mortgage category would have been $35,000 higher. Internally graded loans for this category
declined $252,000. Had these events not occurred, the reserve ratio for the real estate mortgage category would have been 1.46%.

The decrease in reserve
ratio for the consumer loan category from the prior year is due to higher historical loss experience and higher level of cash secured loans as a portion of the mix of consumer loans which are reserved at a lower level offset by a decline in the
potential loss associated with internally graded loans. Had the loss experience remained unchanged from 2005, the ALL for the consumer loan category would have been $5,000 higher. Had the category mix level remained unchanged from 2005, the ALL for
the consumer loan category would have been $6,000 higher. Internally graded loans for this category declined $233,000. Had these events not occurred, the reserve ratio for the consumer loan category would have been 2.03%.

The Banks delinquency ratio (loans past due 30 days or more and loans on nonaccrual as a percentage of gross loans) declined from 2.69% to 1.58% during the year.
The lower delinquency ratio is principally due to $2.3 million less loans delinquent 30 days or more past due and not on nonaccrual, partially offset by $182,000 more loans on nonaccrual. The decline in delinquent loans corresponds to $1.9 million
in past due loans whose collateral was foreclosed during the year.

On December 13, 2006, federal bank regulatory agencies issued a new Policy
Statement, Interagency Policy Statement on the Allowance for Loan and Lease Losses, which outlines how banks should approach determining the adequacy of their ALL. Provisions of this new Policy Statement must be considered along with
provisions of Policy Statements on ALL adequacy issued in 1993 and 2001. Management has completed a preliminary review of this new Policy Statement and believes that its implementation will likely result in an overall lower ALL reserve ratio in
future years given the risks in the Banks loan portfolio absent any material change in credit quality. However, management is undertaking a more comprehensive review of the impact of adopting provisions of this new Policy Statement and is
unable at this time to quantify its impact.



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##### Table of Contents

As of December 31, 2006, 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 55.0% of the Companys loan portfolio including unfunded commitments. As of December 31, 2006, AD&C loans represented 43% of gross loans and commitments versus 36.3% 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.

Since September 2006, management has noticed a slowdown in AD&C activity and has begun to more closely review select AD&C
borrowers in relation to property location and capacity. Management believes AD&C conditions are directly related to the overall housing slowdown and that inventory for housing stock is higher than usual and unlikely to absorb in less than six
months. Builders and developers are becoming more cautious and Bank management is re-evaluating the financial capacity of AD&C borrowers to withstand a prolonged downturn. Bank management believes the current effects of the deteriorating
sub-prime housing market may also contribute to excess housing stock via forced resale activity and foreclosures. As a result, management believes sub-prime housing conditions will likely dampen housing prices and slow demand for new housing over
the next 12 months.

The Bank finances developers and builders constructing homes that could have been purchased by sub-prime borrowers. The Bank, through
its mortgage lending activities, has originated and sold mortgages for sub-prime borrowers. However, loans originated for sub-prime borrowers were originated according to the underwriting standards of the Banks investors and purchased by the
Banks investors. Management is not aware of any direct or indirect obligations involving its residential mortgage origination activities associated with sub-prime mortgages. The Bank does not lend to borrowers considered sub-prime; therefore,
the Bank does not have such exposure in its loan portfolio.

On December 12, 2006, the federal bank regulatory agencies released guidance on
Concentration in Commercial Real Estate Lending. This guidance defines commercial real estate (CRE) loans as loans 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 for owner occupied CRE are generally excluded from the CRE guidance.

The CRE guidance is triggered where either:

(a) Total loans for
construction, land development, and other land represent 100% or more of the Banks total risked based capital; or

(b) Total 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 risked based capital.

Banks that are subject to the CRE 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.



13



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##### Table of Contents

The following table outlines the Banks CRE loans by category and CRE loans as percent of total risked based capital
for years ending December 31, 2006 and 2005.



|                                                                            |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|--------------------------------------------------------------------------- |  | ---------------- | ------- | --------------- | ---- | - | ---------------- | - | --------------- |  | --- | -
|                                                                            |  | 2006             |         |                 | 2005 |  
|                                                                            |  | AggregateBalance |         | Percentof Total |      |   | AggregateBalance |   | Percentof Total | 
|Loan Types:                                                                 |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|Construction & development                                                  |  | $                | 113,390 |                 | 63   | % |                  | $ | 77,145          |  | 50  | %
|Land                                                                        |  |                  | 29,410  |                 | 17   | % |                  |   | 27,295          |  | 18  | %
|                                                                            |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|Sub total                                                                   |  |                  | 142,800 |                 | 80   | % |                  |   | 104,440         |  | 68  | %
|Multi-family                                                                |  |                  | 4,154   |                 | 2    | % |                  |   | 3,044           |  | 2   | %
|Non-farm non-residential                                                    |  |                  | 32,405  |                 | 18   | % |                  |   | 45,251          |  | 30  | %
|                                                                            |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|Total                                                                       |  | $                | 179,359 |                 | 100  | % |                  | $ | 152,735         |  | 100 | %
|                                                                            |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|Percent of Total Risk Based Capital:                                        |  |                  |         |                 |      |   |                  |   |                 |  |     |  
|Construction, development & land                                            |  |                  |         |                 | 355  | % |                  |   |                 |  | 294 | %
|Construction, development & land, multi-family and non-farm non-residential |  |                  |         |                 | 446  | % |                  |   |                 |  | 430 | %

Bank management is in the process of developing policies and procedures in order to comply with the recently
finalized CRE guidance.

The following is recap of other real estate activity from December 31, 2005 to December 31, 2006:



|                                                      |  |   |            |  
|----------------------------------------------------- |  | - | ---------- | -
|Balance as of December 31, 2005                       |  | $ | 611,231    |  
|Additions to base amount                              |  |   | 550,349    |  
|Sale of 9 vacant lots                                 |  |   | (384,954   | )
|Sale of 9 residential properties                      |  |   | (1,171,823 | )
|Foreclosure on 18 residential construction properties |  |   | 1,943,344  |  
|Reclassify 3 residential construction properties      |  |   | 660,004    |  
|                                                      |  |   |            |  
|Balance as of December 31, 2006                       |  | $ | 2,208,151  |  

For the twelve months ending December 31, 2006, the Companys equity capital rose $3,925,731 or 12.3%
from the prior period. The change in equity capital over the twelve month period resulted from $4,917,752 in net income, a $204,017 decline in unrealized gains on securities available for sale offset by $549,153 in recognition of unfunded pension
liabilities (see footnotes 1 and 9 of the Companys consolidated financial statements for further discussion), $125,300 due to exercised stock options, $67,372 in noncash compensatory stock option expense under Statement of Financial Accounting
Standards No. 123(R), and $839,557 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, 2006, the Banks liquidity ratio was 13.2% versus 10.8% as of the prior year-end. To support liquidity during 2006 and as a cheaper source of funding versus local deposits,
management expanded usage of wholesale funding alternatives. In 2006, the Banks reliance on brokered deposits rose $26,124,000 or 177.4% from



14



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##### Table of Contents

December 31, 2005 to $40,852,000. The Bank repaid $5 million in Federal Home Loan Bank of Atlanta (FHLB) advances during the past twelve months.
Management anticipates continuing to utilize wholesale funding in 2007. Management has established a noncore funding (wholesale, brokered, and out-of-territory deposits) limit not to exceed 20% of Bank deposits, excluding noncore funding. For the
years ended December 31, 2006 and 2005, the Banks noncore funding measure was 12.6% and 6.2%, respectively.

Excluding the FHLB, the Bank has
$24.7 million in lines of credit with its correspondent banks to supplement short term liquidity. During the year, the Bank borrowed for 16 days under these commitments with average borrowing of $2,398,438 and a high of $6,440,000 in May 2006.

The Bank has $9 million in FHLB advances that may convert to 3 month LIBOR in September 2007. Management believes unless rates change materially before
September 2007, the FHLB will exercise its right to convert these advances. At that time, management will have the opportunity to repay the advances without penalty or accept 3 month LIBOR for the remainder of the advance term. Depending on balance
sheet demands at the time of conversion, management may accept the floating rate, elect to draw additional funds from the FHLB to repay these advances, repay the FHLB in full without further advance, or utilize other wholesale funding alternatives
that may be more attractively priced. Management believes that these advance conversions will not materially affect Bank liquidity.

Advances are drawn
under a $52.8 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, 2006, management repaid $5 million in FHLB advances. During the twelve months ending December 31, 2006, management did
not utilize the daily revolving credit (DRC) facility as part of its FHLB credit line. 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.

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.



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##### Table of Contents

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, 2006, and 2005 were $1,228,701 and $1,233,930, 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 2006 or 2005. Fees for issuing letters of credit totaled $12,503 and $24,030 for the years ending December 31, 2006 and 2005, respectively.

The following table represents outstanding contingent liabilities by category for the years ending December 31, 2006 and 2005, respectively.



|                                                        |  |           |        |           |      |   |           |   |           |  |      |  
|------------------------------------------------------- |  | --------- | ------ | --------- | ---- | - | --------- | - | --------- |  | ---- | -
|Contingent Liabilities by Category(Amount in thousands) |  | 2006Total |        | % ofTotal |      |   | 2005Total |   | % ofTotal | 
|Unfunded commitments secured by 1-4 family RE           |  | $         | 14,441 |           | 21.4 | % |           | $ | 10,109    |  | 15.1 | %
|Unfunded commitments secured by commercial RE           |  |           | 43,047 |           | 64.0 | % |           |   | 46,506    |  | 69.5 | %
|Other unfunded commitments                              |  |           | 7,698  |           | 11.5 | % |           |   | 8,168     |  | 12.2 | %
|Financial standby letter of credit                      |  |           | 462    |           | 0.7  | % |           |   | 205       |  | 0.3  | %
|Performance standby letters of credit                   |  |           | 1,621  |           | 2.4  | % |           |   | 1,901     |  | 2.9  | %
|                                                        |  |           |        |           |      |   |           |   |           |  |      |  
|Total Contingent Liabilities                            |  | $         | 67,269 |           | 100  | % |           | $ | 66,889    |  | 100  | %



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##### Table of Contents

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, 2006.



|                                 |  |                                              |         |                 |   |                  |  |                  |        |                  |   |        |  |   |       
|-------------------------------- |  | -------------------------------------------- | ------- | --------------- | - | ---------------- |  | ---------------- | ------ | ---------------- | - | ------ |  | - | ------
|                                 |  | Payments Due by Period (Amount in thousands)
|                                 |  | Total                                        |         | Lessthan 1 year |   | Over 1to 3 years |  | Over 3to 5 years |        | Morethan 5 years
|Contractual Obligations:         |  |                                              |         |                 |   |                  |  |                  |        |                  |   |        |  |   |       
|Deposits without stated maturity |  | $                                            | 171,943 |                 | $ | 171,943          |  | $                |       |                  | $ |       |  | $ |      
|Certificate of deposits          |  |                                              | 227,587 |                 |   | 161,183          |  |                  | 44,151 |                  |   | 22,253 |  |   |      
|Federal Home Loan Bank advances  |  |                                              | 21,000  |                 |   |                 |  |                  | 6,000  |                  |   | 3,000  |  |   | 12,000
|Lease obligations                |  |                                              | 1,001   |                 |   | 113              |  |                  | 258    |                  |   | 252    |  |   | 378   
|                                 |  |                                              |         |                 |   |                  |  |                  |        |                  |   |        |  |   |       
|Total                            |  | $                                            | 421,531 |                 | $ | 333,239          |  | $                | 50,409 |                  | $ | 25,505 |  | $ | 12,378

Results of Operations  Twelve Months Ended December 31, 2006 Compared to 2005

Net interest income for the twelve months ending December 31, 2006 increased $3,679,883 or 25.1% from the year-ago period. The increase in net interest income is
attributable to loan growth totaling $45.9 million and asset sensitivity as the prime lending rate rose 100 basis points during 2006.

The
December 31, 2006 tax equivalent net interest margin of 4.72% rose 5 basis points from the year-ago period. Margin improvement was attributable to a 14 basis point increase in the net interest component of the net interest margin and a nine
basis point decline in the loan fee component of the net interest margin relative to the prior year. The nine basis point decline in the fee component of the margin is due to the competitive pressures experienced in the South Henry and Lake Oconee
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 98 basis points from 2005 to 2006 while the cost of
funds as a percentage of earning assets rose only 93 basis points over the same period. Further margin improvement could have occurred had the Banks average loan-to-funding ratio not fallen from 83.8% to 82.1%.

Total interest income for the twelve months ending December 31, 2006 rose $9,147,020 or 40.9% 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 $74.6 million or 23.4% in
2006 compared to 2005. Seventy-five percent or $55.9 million of the increase in average earning assets related to growth in loans. The tax equivalent yield on earning assets as of December 31, 2006 was 8.07% and rose 98 basis points from the
year-ago period. This increase results from an 111 basis point rise in loan yield, a 50 basis point increase in investment portfolio yield, and a 168 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 100 basis points during the year.

Interest expense for the twelve months ending December 31, 2006 rose $5,467,137 or 70.9% 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 $68.1 million or 24.4% from the year-ago
period. The cost of funds as of December 31, 2006 was 3.80% and rose 104 basis points from the year-ago period. This



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##### Table of Contents

increase in cost of funds results from a 102 basis point rise in the cost of interest bearing demand deposit accounts, a 60 basis point rise in the cost of
funds on savings accounts, a 94 basis point increase in cost of funds on time deposits, and a 28 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 2006.

Provision for loan losses for the twelve months ending December 31, 2006 declined $462,229 or 37.3% from the year-ago period. The decline in provision expense versus the prior year-end was due to a 16.2% increase in loans outstanding
offset by a lower required reserve resulting from changes to the methodology for determining ALL adequacy and fewer internally graded loans versus the prior year. Refer to the discussion on ALL adequacy for further comment.

During 2006, other income, excluding investment securities, other real estate, and fixed asset gains or losses, rose $268,247 or 7.5% from the year-ago period. Income
from secondary market financing activity declined $4,016 or 1% from the year-ago period due to rising mortgage loan rates and slowing new and resale home activity. Mortgage originations for purchasing or refinancing residential real estate and sold
into the secondary market fell 15 in number and 4% by dollar amount from 2005 to 2006. Overdraft fee income rose $69,767 or 4.2% due to greater overdraft activity. ATM service charge income rose $60,024 or 35.3% due to increased foreign ATM
surcharge volume.

During 2006, other noninterest expense increased $2,062,339 or 17.1% from the year-ago period. This increase is attributable to several
factors, including: a $1,516,466 or 20% increase in salary and benefit expenses resulting from the addition of 13 full time equivalent employees due to centralizing loan administration and filling key support positions, employee raises, and 13%
increase in health insurance costs; $120,912 or 27.2% higher computer and data processing costs due to technology improvements and greater processing volume; and a $102,938 or 27.9% increase in professional fees due to higher fees associated with
audit and loan review, technology and strategic planning, and increasing usage of third party construction inspections.

During 2006, income tax expense
rose $895,835 or 57% from the year-ago period. The increase from the year-ago period is attributable to 38% more net income before income tax and a rise in the effective tax rate. As of December 31, 2006, the effective income tax rate was 33.4%
versus 29.4% from the year-ago period. The rise in the effective income tax rate results from a 2006 tax law change for the State of Georgia which resulted in approximately $76,000 more in state tax liability, fewer State of Georgia retraining tax
credits, and lower tax free interest income as a percentage of total income.



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##### Table of Contents

McIntosh Bancshares, Inc.

Table 1 - Average Balance Sheets, Interest and Rates

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



|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|------------------------------------------------ |  | -------------------------------- | ----------- | - | ---------------------- | - | ------------------------ | ---- | ---- | -------------- |  | - | ---------------------- | - | ------------------------ | - | ---------- | -------------- | ---- | - | ---------------------- | - | ------------------------ | - |  | - | ---------- |  | ---- | -
|                                                 |  | For the Years Ended December 31, |            
|                                                 |  | 2006                             |             |   | 2005                   |   |                          | 2004 |     
|                                                 |  | AverageBalance                   |             |   | InterestIncome/Expense |   | WeightedAverageRate (TE) |      |      | AverageBalance |  |   | InterestIncome/Expense |   | WeightedAverageRate (TE) |   |            | AverageBalance |      |   | InterestIncome/Expense |   | WeightedAverageRate (TE) |  
|ASSETS                                           |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Interest earning assets:                         |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Federal funds sold and interest bearing deposits |  | $                                | 14,024,172  |   |                        | $ | 689,783                  |      | 4.92 | %              |  | $ | 7,325,234              |   |                          | $ | 236,999    |                | 3.24 | % |                        | $ | 6,634,768                |   |  | $ | 90,655     |  | 1.37 | %
|Taxable investments                              |  |                                  | 55,261,514  |   |                        |   | 2,491,875                |      | 4.51 | %              |  |   | 44,010,533             |   |                          |   | 1,665,170  |                | 3.78 | % |                        |   | 39,725,166               |   |  |   | 1,416,472  |  | 3.57 | %
|Non-taxable investments                          |  |                                  | 10,504,769  |   |                        |   | 434,784                  |      | 6.27 | %              |  |   | 9,755,858              |   |                          |   | 422,487    |                | 6.56 | % |                        |   | 10,228,166               |   |  |   | 446,692    |  | 6.62 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total investments                                |  |                                  | 65,766,283  |   |                        |   | 2,926,659                |      | 4.79 | %              |  |   | 53,766,391             |   |                          |   | 2,087,657  |                | 4.29 | % |                        |   | 49,953,332               |   |  |   | 1,863,164  |  | 4.19 | %
|Taxable loans                                    |  |                                  | 312,246,281 |   |                        |   | 27,809,041               |      | 8.91 | %              |  |   | 256,110,243            |   |                          |   | 19,951,790 |                | 7.79 | % |                        |   | 217,531,528              |   |  |   | 15,236,061 |  | 7.00 | %
|Non-taxable loans                                |  |                                  | 1,336,525   |   |                        |   | 73,368                   |      | 8.32 | %              |  |   | 1,621,262              |   |                          |   | 75,385     |                | 7.05 | % |                        |   | 2,363,617                |   |  |   | 93,359     |  | 5.98 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total loans                                      |  |                                  | 313,582,806 |   |                        |   | 27,882,409               |      | 8.90 | %              |  |   | 257,731,505            |   |                          |   | 20,027,175 |                | 7.79 | % |                        |   | 219,895,145              |   |  |   | 15,329,420 |  | 6.99 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total interest earning assets                    |  |                                  | 393,373,261 |   |                        |   | 31,498,851               |      | 8.07 | %              |  |   | 318,823,130            |   |                          |   | 22,351,831 |                | 7.09 | % |                        |   | 276,483,245              |   |  |   | 17,283,239 |  | 6.35 | %
|Allowance for loan losses                        |  |                                  | (4,462,140  | ) |                        |   |                          |      |      |                |  |   | (3,587,598             | ) |                          |   |            |                |      |   |                        |   | (3,270,810               | ) |  |   |            |  |      |  
|Other assets                                     |  |                                  | 29,970,446  |   |                        |   |                          |      |      |                |  |   | 24,679,979             |   |                          |   |            |                |      |   |                        |   | 20,222,875               |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total assets                                     |  | $                                | 418,881,567 |   |                        |   |                          |      |      |                |  | $ | 339,915,511            |   |                          |   |            |                |      |   |                        | $ | 293,435,310              |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY             |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Interest bearing liabilities:                    |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Deposits:                                        |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Demand                                           |  | $                                | 113,605,552 |   |                        | $ | 2,941,889                |      | 2.59 | %              |  | $ | 101,721,257            |   |                          | $ | 1,598,644  |                | 1.57 | % |                        | $ | 87,189,138               |   |  | $ | 755,198    |  | 0.87 | %
|Savings                                          |  |                                  | 11,448,003  |   |                        |   | 139,380                  |      | 1.22 | %              |  |   | 11,534,505             |   |                          |   | 71,934     |                | 0.62 | % |                        |   | 10,931,817               |   |  |   | 43,410     |  | 0.40 | %
|Time                                             |  |                                  | 199,110,346 |   |                        |   | 9,260,632                |      | 4.65 | %              |  |   | 137,115,731            |   |                          |   | 5,082,975  |                | 3.71 | % |                        |   | 121,300,254              |   |  |   | 4,061,548  |  | 3.35 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total Deposits                                   |  |                                  | 324,163,901 |   |                        |   | 12,341,901               |      | 3.81 | %              |  |   | 250,371,493            |   |                          |   | 6,753,553  |                | 2.70 | % |                        |   | 219,421,209              |   |  |   | 4,860,156  |  | 2.21 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Federal funds purchased                          |  |                                  | 105,287     |   |                        |   | 6,594                    |      | 6.26 | %              |  |   | 136,540                |   |                          |   | 4,497      |                | 3.29 | % |                        |   | 452,568                  |   |  |   | 6,482      |  | 1.43 | %
|FHLB advances                                    |  |                                  | 22,832,877  |   |                        |   | 825,134                  |      | 3.61 | %              |  |   | 28,484,931             |   |                          |   | 948,442    |                | 3.33 | % |                        |   | 19,377,049               |   |  |   | 608,381    |  | 3.14 | %
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total interest bearing liabilities               |  |                                  | 347,102,065 |   |                        |   | 13,173,629               |      | 3.80 | %              |  |   | 278,992,964            |   |                          |   | 7,706,492  |                | 2.76 | % |                        |   | 239,250,826              |   |  |   | 5,475,019  |  | 2.29 | %
|Non-interest bearing demand deposits             |  |                                  | 34,738,891  |   |                        |   |                          |      |      |                |  |   | 28,619,738             |   |                          |   |            |                |      |   |                        |   | 24,675,149               |   |  |   |            |  |      |  
|Other liabilities                                |  |                                  | 3,223,539   |   |                        |   |                          |      |      |                |  |   | 2,171,946              |   |                          |   |            |                |      |   |                        |   | 1,774,178                |   |  |   |            |  |      |  
|Stockholders equity                             |  |                                  | 33,817,072  |   |                        |   |                          |      |      |                |  |   | 30,130,863             |   |                          |   |            |                |      |   |                        |   | 27,735,157               |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Total liabilities and stockholders equity       |  | $                                | 418,881,567 |   |                        |   |                          |      |      |                |  | $ | 339,915,511            |   |                          |   |            |                |      |   |                        | $ | 293,435,310              |   |  |   |            |  |      |  
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Net interest income                              |  |                                  |             |   |                        | $ | 18,325,222               |      |      |                |  |   |                        |   |                          | $ | 14,645,339 |                |      |   |                        |   |                          |   |  | $ | 11,808,220 |  |      |  
|                                                 |  |                                  |             |   |                        |   |                          |      |      |                |  |   |                        |   |                          |   |            |                |      |   |                        |   |                          |   |  |   |            |  |      |  
|Net interest spread (TE)                         |  |                                  |             |   |                        |   |                          |      | 4.27 | %              |  |   |                        |   |                          |   |            |                | 4.33 | % |                        |   |                          |   |  |   |            |  | 4.06 | %
|Net interest margin (TE)                         |  |                                  |             |   |                        |   |                          |      | 4.72 | %              |  |   |                        |   |                          |   |            |                | 4.67 | % |                        |   |                          |   |  |   |            |  | 4.38 | %

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

(TE) - Tax Equivalent. Loan fees of $1,995,433, $1,928,126 and $1,423,248 are included in the yields for
2006, 2005 and 2004 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 2006 over 2005 and 2005 over 2004.



|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  
|------------------------------------------------ |  | -------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | - | --------- | -
|                                                 |  | 2006 over 2005                         |          
|                                                 |  | Increase (decrease) due to changes in: |          
|                                                 |  | Volume                                 |           |   | Rate |   |           | Change | 
|Interest earned on:                              |  |                                        |           |   |      |   |           |        |  |   |           |  
|Federal funds sold and interest bearing deposits |  | $                                      | 329,489   |   |      | $ | 123,295   |        |  | $ | 452,784   |  
|Taxable investments                              |  |                                        | 507,334   |   |      |   | 319,371   |        |  |   | 826,705   |  
|Non-taxable investments                          |  |                                        | 30,997    |   |      |   | (18,700   | )      |  |   | 12,297    |  
|Taxable loans                                    |  |                                        | 4,999,545 |   |      |   | 2,857,706 |        |  |   | 7,857,251 |  
|Non-taxable loans                                |  |                                        | (15,632   | ) |      |   | 13,615    |        |  |   | (2,017    | )
|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  
|Total Interest Income                            |  |                                        | 5,851,734 |   |      |   | 3,295,286 |        |  |   | 9,147,020 |  
|Interest paid on:                                |  |                                        |           |   |      |   |           |        |  |   |           |  
|Deposits:                                        |  |                                        |           |   |      |   |           |        |  |   |           |  
|Demand                                           |  |                                        | 307,751   |   |      |   | 1,035,494 |        |  |   | 1,343,245 |  
|Savings                                          |  |                                        | (1,053    | ) |      |   | 68,499    |        |  |   | 67,446    |  
|Time                                             |  |                                        | 2,883,373 |   |      |   | 1,294,284 |        |  |   | 4,177,657 |  
|Federal funds purchased                          |  |                                        | (1,957    | ) |      |   | 4,054     |        |  |   | 2,097     |  
|FHLB advances                                    |  |                                        | (204,254  | ) |      |   | 80,946    |        |  |   | (123,308  | )
|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  
|Total Interest Expense                           |  |                                        | 2,983,861 |   |      |   | 2,483,276 |        |  |   | 5,467,137 |  
|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  
|Net Interest Income                              |  | $                                      | 2,867,873 |   |      | $ | 812,010   |        |  | $ | 3,679,883 |  
|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  



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



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McIntosh Bancshares, Inc.

Table 2 - Rate/Volume Variance Analysis (continued)



|                                                 |  |                                        |           |   |      |   |           |        |  |   |           |  
|------------------------------------------------ |  | -------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | - | --------- | -
|                                                 |  | 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/volume 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, 2006, 2005,
and 2004. Amounts in thousands.



|                              |  |                       |        |                       |   |                       |  |   |       
|----------------------------- |  | --------------------- | ------ | --------------------- | - | --------------------- |  | - | ------
|Securities Available For Sale |  | 2006TotalMarket Value |        | 2005TotalMarket Value |   | 2004TotalMarket Value
|US Treasuries and Agencies    |  | $                     | 57,877 |                       | $ | 29,205                |  | $ | 22,104
|Corporate debt securities     |  |                       | 500    |                       |   | 1,000                 |  |   | 999   
|SCMs                         |  |                       | 9,891  |                       |   | 10,069                |  |   | 9,349 
|Mortgage backed securities    |  |                       | 16,692 |                       |   | 12,853                |  |   | 13,771
|Equities                      |  |                       | 565    |                       |   | 628                   |  |   | 249   
|                              |  |                       |        |                       |   |                       |  |   |       
|Subtotal                      |  | $                     | 85,525 |                       | $ | 53,755                |  | $ | 46,472
|                              |  |                       |       
|Securities Held To Maturity   |  | 2006TotalBook Value   |        | 2005TotalBook Value   |   | 2004TotalBook Value  
|US Treasuries and Agencies    |  | $                     |       |                       | $ |                      |  | $ | 2,000 
|SCMs                         |  |                       | 323    |                       |   | 512                   |  |   | 800   
|                              |  |                       |        |                       |   |                       |  |   |       
|Subtotal                      |  |                       | 323    |                       |   | 512                   |  |   | 2,800 
|Total                         |  | $                     | 85,848 |                       | $ | 54,267                |  | $ | 49,272
|                              |  |                       |        |                       |   |                       |  |   |       



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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:          |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|State and political divisions         |  | $              | 99,087     |                   | $ | 224,028             |  | $              |           |       | $ |                      |  | $ | 323,115    |  | 5.11 | %
|                                      |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Subtotal                              |  |                | 99,087     |                   |   | 224,028             |  |                |           |       |   |                      |  |   | 323,115    |  |      |  
|                                      |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Securities available for sale:        |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Treasuries and US government agencies |  |                | 23,350,894 |                   |   | 23,800,002          |  |                | 10,726,172 |       |   |                      |  |   | 57,877,068 |  | 4.38 | %
|State and political divisions         |  |                | 613,281    |                   |   | 4,418,758           |  |                | 2,971,742  |       |   | 1,887,417             |  |   | 9,891,198  |  | 4.10 | %
|Corporate debt securities             |  |                |           |                   |   |                    |  |                | 500,000    |       |   |                      |  |   | 500,000    |  | 6.60 | %
|Mortgage-backed securities            |  |                |           |                   |   | 6,721,639           |  |                | 6,397,977  |       |   | 3,572,331             |  |   | 16,691,947 |  | 4.33 | %
|Equities                              |  |                |           |                   |   |                    |  |                |           |       |   | 564,375               |  |   | 564,375    |  |     |  
|                                      |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Subtotal                              |  |                | 23,964,175 |                   |   | 34,940,399          |  |                | 20,595,891 |       |   | 6,024,123             |  |   | 85,524,588 |  |      |  
|                                      |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  
|Total                                 |  | $              | 24,063,262 |                   | $ | 35,164,427          |  | $              | 20,595,891 |       | $ | 6,024,123             |  | $ | 85,847,703 |  |      |  
|                                      |  |                |            |                   |   |                     |  |                |            |       |   |                       |  |   |            |  |      |  

Mortgage backed securities are included in the maturities 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.



|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|------------------------------------ |  | --------- | ------- | - | ----- | ----- | - | --------- | - | ------- | ----- |  | ----- | --------- |  | - | ------- | - |  | --------- | - |  | ----- | ------- | - | --------- | ----- | - | ----- | - | ------- | - |  | ----- | -
|                                     |  | 2006Total |         |   | 2006% |       |   | 2005Total |   |         | 2005% |  |       | 2004Total |  |   | 2004%   |   |  | 2003Total |   |  | 2003% |         |   | 2002Total |       |   | 2002% |  
|Classifications:                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Commercial, financial & agricultural |  | $         | 49,914  |   |       | 15.2  | % |           | $ | 44,242  |       |  | 15.6  | %         |  | $ | 31,134  |   |  | 13.3      | % |  | $     | 25,459  |   |           | 12.5  | % |       | $ | 22,854  |   |  | 13.0  | %
|Real estate-mortgage                 |  |           | 150,893 |   |       | 45.9  | % |           |   | 147,541 |       |  | 52.2  | %         |  |   | 144,056 |   |  | 61.7      | % |  |       | 125,730 |   |           | 61.9  | % |       |   | 106,898 |   |  | 60.7  | %
|Real estate-construction             |  |           | 112,220 |   |       | 34.1  | % |           |   | 75,246  |       |  | 26.6  | %         |  |   | 42,527  |   |  | 18.2      | % |  |       | 36,855  |   |           | 18.2  | % |       |   | 31,533  |   |  | 17.9  | %
|Consumer loans                       |  |           | 14,718  |   |       | 4.5   | % |           |   | 14,507  |       |  | 5.1   | %         |  |   | 14,060  |   |  | 6.0       | % |  |       | 13,501  |   |           | 6.7   | % |       |   | 13,835  |   |  | 7.9   | %
|Tax-exempt                           |  |           | 1,132   |   |       | 0.3   | % |           |   | 1,450   |       |  | 0.5   | %         |  |   | 1,806   |   |  | 0.8       | % |  |       | 1,448   |   |           | 0.7   | % |       |   | 877     |   |  | 0.5   | %
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|                                     |  |           | 328,877 |   |       | 100.0 | % |           |   | 282,986 |       |  | 100.0 | %         |  |   | 233,583 |   |  | 100.0     | % |  |       | 202,993 |   |           | 100.0 | % |       |   | 175,997 |   |  | 100.0 | %
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Allowance                            |  |           | (4,662  | ) |       |       |   |           |   | (4,077  | )     |  |       |           |  |   | (2,913  | ) |  |           |   |  |       | (3,178  | ) |           |       |   |       |   | (2,840  | ) |  |       |  
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  
|Net Loans                            |  | $         | 324,215 |   |       |       |   |           | $ | 278,909 |       |  |       |           |  | $ | 230,670 |   |  |           |   |  | $     | 199,815 |   |           |       |   |       | $ | 173,157 |   |  |       |  
|                                     |  |           |         |   |       |       |   |           |   |         |       |  |       |           |  |   |         |   |  |           |   |  |       |         |   |           |       |   |       |   |         |   |  |       |  

At December 31, 2006, maturities of loans in the indicated classifications were as follows. Amounts in
thousands.



|                                     |  |                 |         |                       |   |                |  |       |       |  |   |        
|------------------------------------ |  | --------------- | ------- | --------------------- | - | -------------- |  | ----- | ----- |  | - | -------
|                                     |  | Maturity        |         |                      
|                                     |  | One YearOr Less |         | Over One ToFive Years |   | Over FiveYears |  | Total
|Commercial, financial & agricultural |  | $               | 23,203  |                       | $ | 22,745         |  | $     | 3,966 |  | $ | 49,914 
|Real estate-construction             |  |                 | 111,881 |                       |   | 339            |  |       |      |  |   | 112,220
|                                     |  |                 |         |                       |   |                |  |       |       |  |   |        
|Total                                |  | $               | 135,084 |                       | $ | 23,084         |  | $     | 3,966 |  | $ | 162,134
|                                     |  |                 |         |                       |   |                |  |       |       |  |   |        

As of December 31, 2006, the interest terms of loans in the indicated classifications for the indicated
maturity ranges are as follows. Amounts in thousands.



|                                     |  |                                                |        |           |   |        |  |   |       
|------------------------------------ |  | ---------------------------------------------- | ------ | --------- | - | ------ |  | - | ------
|                                     |  | Rate Structure for LoansMaturing Over One Year
|                                     |  | AdjustableRate                                 |        | FixedRate |   | Total 
|Commercial, financial & agricultural |  | $                                              | 13,551 |           | $ | 13,160 |  | $ | 26,711
|Real estate-construction             |  |                                                | 339    |           |   |       |  |   | 339   
|                                     |  |                                                |        |           |   |        |  |   |       
|Total                                |  | $                                              | 13,890 |           | $ | 13,160 |  | $ | 27,050
|                                     |  |                                                |        |           |   |        |  |   |       



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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, 2006, 2005, 2004, 2003, and 2002. Amounts in thousands.



|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |      |  
|---------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ----- | - |  | - | ---- | -
|                                         |  | 2006Total |       |   | 2005Total |   |       | 2004Total |  |   | 2003Total |   |  | 2002Total |      
|Loans on non-accrual                     |  | $         | 602   |   |           | $ | 420   |           |  | $ | 1,307     |   |  | $         | 783   |   |  | $ | 729  |  
|Loans 90 days or more past due           |  |           | 335   |   |           |   | 118   |           |  |   | 116       |   |  |           | 295   |   |  |   | 49   |  
|Other real estate and repossessions      |  |           | 2,217 |   |           |   | 611   |           |  |   | 202       |   |  |           |      |   |  |   | 5    |  
|                                         |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |      |  
|                                         |  | $         | 3,154 |   |           | $ | 1,149 |           |  | $ | 1,625     |   |  | $         | 1,078 |   |  | $ | 783  |  
|Non-performing loans as a % of loans     |  |           | 0.28  | % |           |   | 0.19  | %         |  |   | 0.61      | % |  |           | 0.53  | % |  |   | 0.44 | %
|Interest that would have been recognized |  | $         | 60    |   |           | $ | 38    |           |  | $ | 117       |   |  | $         | 51    |   |  | $ | 15   |  

A loan is placed on non-accrual status when, in managements judgment, 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.



|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|--------------------------------------- |  | --------- | ----- | - | --------- | - | ----- | --------- |  | - | --------- | - |  | --------- | ----- | - |  | - | ----- | -
|                                        |  | 2006Total |       |   | 2005Total |   |       | 2004Total |  |   | 2003Total |   |  | 2002Total |      
|Allowance at beginning of year          |  | $         | 4,077 |   |           | $ | 2,913 |           |  | $ | 3,178     |   |  | $         | 2,840 |   |  | $ | 2,478 |  
|Charge-offs:                            |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           | 10    |   |           |   | 47    |           |  |   | 680       |   |  |           |      |   |  |   |      |  
|Real estate - mortgage                  |  |           | 120   |   |           |   | 84    |           |  |   |          |   |  |           |      |   |  |   |      |  
|Real estate-construction                |  |           | 5     |   |           |   |      |           |  |   |          |   |  |           |      |   |  |   |      |  
|Consumer loans                          |  |           | 114   |   |           |   | 89    |           |  |   | 63        |   |  |           | 115   |   |  |   | 97    |  
|Tax exempt                              |  |           |      |   |           |   |      |           |  |   |          |   |  |           |      |   |  |   |      |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total charge-offs                       |  |           | 249   |   |           |   | 220   |           |  |   | 743       |   |  |           | 115   |   |  |   | 97    |  
|Recoveries:                             |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Commercial, financial, and agricultural |  |           |      |   |           |   | 6     |           |  |   | 6         |   |  |           |      |   |  |   | 1     |  
|Real estate - mortgage                  |  |           | 23    |   |           |   | 119   |           |  |   |          |   |  |           |      |   |  |   |      |  
|Real estate-construction                |  |           |      |   |           |   |      |           |  |   |          |   |  |           |      |   |  |   |      |  
|Consumer loans                          |  |           | 33    |   |           |   | 19    |           |  |   | 14        |   |  |           | 26    |   |  |   | 21    |  
|Tax exempt                              |  |           |      |   |           |   |      |           |  |   |          |   |  |           |      |   |  |   |      |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Total recoveries                        |  |           | 56    |   |           |   | 144   |           |  |   | 20        |   |  |           | 26    |   |  |   | 22    |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Net charge-offs                         |  |           | 193   |   |           |   | 76    |           |  |   | 723       |   |  |           | 89    |   |  |   | 75    |  
|Provisions charged to earnings          |  |           | 778   |   |           |   | 1,240 |           |  |   | 458       |   |  |           | 427   |   |  |   | 437   |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Allowance at end of year                |  | $         | 4,662 |   |           | $ | 4,077 |           |  | $ | 2,913     |   |  | $         | 3,178 |   |  | $ | 2,840 |  
|                                        |  |           |       |   |           |   |       |           |  |   |           |   |  |           |       |   |  |   |       |  
|Ratio of net charge-offs to avg. loans  |  |           | 0.06  | % |           |   | 0.03  | %         |  |   | 0.33      | % |  |           | 0.05  | % |  |   | 0.04  | %
|Ratio of allowance to total loans       |  |           | 1.42  | % |           |   | 1.44  | %         |  |   | 1.25      | % |  |           | 1.57  | % |  |   | 1.61  | %

The Company has a dedicated loan review function. Fifty-five percent of the portfolio was reviewed in 2006 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.



|                                        |  |           |       |       |       |   |           |   |       |  |       |           |  |       |       |  |           |   |       |   |       |           |       |       |  |   |       |  |       |  
|--------------------------------------- |  | --------- | ----- | ----- | ----- | - | --------- | - | ----- |  | ----- | --------- |  | ----- | ----- |  | --------- | - | ----- | - | ----- | --------- | ----- | ----- |  | - | ----- |  | ----- | -
|                                        |  | 2006Total |       | 2006% |       |   | 2005Total |   | 2005% |  |       | 2004Total |  | 2004% |       |  | 2003Total |   | 2003% |   |       | 2002Total |       | 2002% | 
|Balance at End of Period Applicable to: |  |           |       |       |       |   |           |   |       |  |       |           |  |       |       |  |           |   |       |   |       |           |       |       |  |   |       |  |       |  
|Commercial, financial & agricultural    |  | $         | 671   |       | 15.5  | % |           | $ | 599   |  | 16.1  | %         |  | $     | 422   |  | 13.3      | % |       | $ | 475   |           | 13.3  | %     |  | $ | 480   |  | 13.5  | %
|Real estate-mortgage                    |  |           | 2,192 |       | 45.9  | % |           |   | 2,153 |  | 52.2  | %         |  |       | 1,545 |  | 61.9      | % |       |   | 1,927 |           | 61.9  | %     |  |   | 1,606 |  | 60.7  | %
|Real estate-construction                |  |           | 1,537 |       | 34.1  | % |           |   | 1,030 |  | 26.6  | %         |  |       | 661   |  | 18.2      | % |       |   | 546   |           | 18.2  | %     |  |   | 512   |  | 17.9  | %
|Consumer loans                          |  |           | 262   |       | 4.5   | % |           |   | 295   |  | 5.1   | %         |  |       | 285   |  | 6.7       | % |       |   | 230   |           | 6.6   | %     |  |   | 242   |  | 7.9   | %
|                                        |  |           |       |       |       |   |           |   |       |  |       |           |  |       |       |  |           |   |       |   |       |           |       |       |  |   |       |  |       |  
|Total allowance for loan loss           |  | $         | 4,662 |       | 100.0 | % |           | $ | 4,077 |  | 100.0 | %         |  | $     | 2,913 |  | 100.0     | % |       | $ | 3,178 |           | 100.0 | %     |  | $ | 2,840 |  | 100.0 | %
|                                        |  |           |       |       |       |   |           |   |       |  |       |           |  |       |       |  |           |   |       |   |       |           |       |       |  |   |       |  |       |  



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McIntosh Bancshares, Inc.

Table 6 - Deposits

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



|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|------------------------------------ |  | ---- | ----------- |  | ---- | - |  | ---- | ----------- |  | ---- | - |  | - | ----------- |  | ---- | -
|                                     |  | 2006 |             |  | 2005 |   |  | 2004 |            
|Deposits:                            |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Non-interest bearing demand deposits |  | $    | 34,738,891  |  |     |   |  | $    | 28,619,738  |  |     |   |  | $ | 24,675,149  |  |     |  
|Interest bearing demand              |  |      | 113,605,552 |  | 2.59 | % |  |      | 101,721,257 |  | 1.57 | % |  |   | 87,189,138  |  | 0.87 | %
|Savings                              |  |      | 11,448,003  |  | 1.22 | % |  |      | 11,534,505  |  | 0.62 | % |  |   | 10,931,817  |  | 0.40 | %
|Time                                 |  |      | 199,110,346 |  | 4.65 | % |  |      | 137,115,731 |  | 3.71 | % |  |   | 121,300,254 |  | 3.35 | %
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  
|Total                                |  | $    | 358,902,792 |  |      |   |  | $    | 278,991,231 |  |      |   |  | $ | 244,096,358 |  |      |  
|                                     |  |      |             |  |      |   |  |      |             |  |      |   |  |   |             |  |      |  

Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 2006 summarized as
follows. Amounts in thousands.



|                                      |  |       |        
|------------------------------------- |  | ----- | -------
|                                      |  | Total
|Three months or less                  |  | $     | 31,145 
|Over three months through six months  |  |       | 18,583 
|Over six months through twelve months |  |       | 27,736 
|Over twelve months                    |  |       | 42,600 
|                                      |  |       |        
|                                      |  | $     | 120,064
|                                      |  |       |        



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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.



|                                 |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                 |  | 2006 |         |   | 2005 |   |         | 2004 | 
|Net income                       |  | $    | 4,918   |   |      | $ | 3,776   |      |  | $ | 3,605   |  
|Average assets                   |  | $    | 418,882 |   |      | $ | 339,916 |      |  | $ | 293,435 |  
|Average equity                   |  | $    | 33,817  |   |      | $ | 30,131  |      |  | $ | 27,735  |  
|Dividends                        |  | $    | 840     |   |      | $ | 756     |      |  | $ | 672     |  
|Return on average assets         |  |      | 1.17    | % |      |   | 1.11    | %    |  |   | 1.23    | %
|Return on average equity         |  |      | 14.54   | % |      |   | 12.53   | %    |  |   | 13.00   | %
|Dividend payout ratio            |  |      | 17.07   | % |      |   | 20.04   | %    |  |   | 18.65   | %
|Average equity to average assets |  |      | 8.07    | % |      |   | 8.86    | %    |  |   | 9.45    | %



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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.



|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|------------------------------------------------ |  | -------- |  | ------ | ---------- | ---- | ---- | - | ------ | - | ---------- |  | ---- | -
|                                                 |  |          |  | 2006   |            |      | 2005 |  
|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 | %
|Fixed Rate                                       |  | 01/25/09 |  |        | 2,000,000  |      | 4.05 | % |        |   | 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 | % |        |   | 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 | % |        |   | 2,000,000  |  | 3.77 | %
|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|Total                                            |  |          |  | $      | 21,000,000 |      |      |   |        | $ | 26,000,000 |  |      |  
|                                                 |  |          |  |        |            |      |      |   |        |   |            |  |      |  
|Maximum borrowing at any given month end - FHLB  |  |          |  | $      | 26,000,000 |      |      |   |        | $ | 31,000,000 |  |      |  
|Average outstanding borrowings for the period    |  |          |  | $      | 22,832,877 |      | 3.61 | % |        | $ | 28,484,931 |  | 3.33 | %



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McIntosh Bancshares, Inc.

Table 9 - Interest Rate Sensitivity Analysis



|                                                          |  |                 |         |   |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|--------------------------------------------------------- |  | --------------- | ------- | - | ------------------------ | - | ------ | ------------------------- |  | - | ----------- | - |  | ----- | ------ | - |  | - | -------
|Amounts in thousands repricing or maturing.               |  | One Yearor Less |         |   | Over 1 Yr.Through3 Years |   |        | Over 3 Yrs.Through5 Years |  |   | Over5 Years |   |  | Total
|Interest earning assets:                                  |  |                 |         |   |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Adjustable rate loans                                     |  | $               | 195,566 |   |                          | $ |       |                           |  | $ |            |   |  | $     |       |   |  | $ | 195,566
|Fixed rate loans                                          |  |                 | 73,110  |   |                          |   | 42,258 |                           |  |   | 16,204      |   |  |       | 1,739  |   |  |   | 133,311
|Investment securities                                     |  |                 | 34,655  |   |                          |   | 28,786 |                           |  |   | 15,689      |   |  |       | 6,718  |   |  |   | 85,848 
|Other investments                                         |  |                 |        |   |                          |   |       |                           |  |   |            |   |  |       | 2,179  |   |  |   | 2,179  
|Bank owned life insurance                                 |  |                 | 6,267   |   |                          |   |       |                           |  |   |            |   |  |       |       |   |  |   | 6,267  
|Int bearing deposits in other banks & Fed Funds sold      |  |                 | 18,750  |   |                          |   |       |                           |  |   |            |   |  |       |       |   |  |   | 18,750 
|                                                          |  |                 |         |   |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Total interest earning assets                             |  |                 | 328,348 |   |                          |   | 71,044 |                           |  |   | 31,893      |   |  |       | 10,636 |   |  |   | 441,921
|Interest bearing liabilities:                             |  |                 |         |   |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Fixed maturity deposits                                   |  |                 | 161,183 |   |                          |   | 44,151 |                           |  |   | 22,253      |   |  |       |       |   |  |   | 227,587
|Interest bearing DDA accounts (NOW, Super NOW, MMDA)      |  |                 | 123,864 |   |                          |   |       |                           |  |   |            |   |  |       |       |   |  |   | 123,864
|Savings accounts                                          |  |                 | 11,349  |   |                          |   |       |                           |  |   |            |   |  |       |       |   |  |   | 11,349 
|FHLB Advances                                             |  |                 | 9,000   |   |                          |   | 9,000  |                           |  |   | 3,000       |   |  |       |       |   |  |   | 21,000 
|                                                          |  |                 |         |   |                          |   |        |                           |  |   |             |   |  |       |        |   |  |   |        
|Total interest bearing liabilities                        |  | $               | 305,396 |   |                          | $ | 53,151 |                           |  | $ | 25,253      |   |  | $     |       |   |  | $ | 383,800
|Interest rate sensitivity gap                             |  | $               | 22,952  |   |                          | $ | 17,893 |                           |  | $ | 6,640       |   |  | $     | 10,636 |   |  | $ | 58,121 
|Cummulative interest rate sensitivity gap                 |  | $               | 22,952  |   |                          | $ | 40,845 |                           |  | $ | 47,485      |   |  | $     | 58,121 |   |  |   |        
|Cummulative interest rate sensitivity gap to total assets |  |                 | 4.98    | % |                          |   | 8.87   | %                         |  |   | 10.31       | % |  |       | 12.62  | % |  |   |        



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

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



|                                                                                        |  | 
|--------------------------------------------------------------------------------------- |  | 
|Consolidated Balance Sheets - December 31, 2006 and 2005                                |  | 
|                                                                                        | 
|Consolidated Statements of Earnings - December 31, 2006 and 2005                        |  | 
|                                                                                        | 
|Consolidated Statements of Comprehensive Income - December 31, 2006 and 2005            |  | 
|                                                                                        | 
|Consolidated Statements of Changes in Stockholders Equity - December 31, 2006 and 2005 |  | 
|                                                                                        | 
|Consolidated Statements of Cash Flows - December 31, 2006 and 2005                      |  | 
|                                                                                        | 
|Notes to Consolidated Financial Statements                                              |  | 



|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, Control Persons and Corporate Governance; 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 and Director Independence
|-------- | ------------------------------------------------------------------------

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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##### Table of Contents

|      |  |                                                                                                                                                                                                                                      
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|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 (incorporated by reference to Exhibit 10.16 to Registrants Annual Report on Form 10-KSB, Filed with the Commission on March 28,
2006, file No. 000-49776).             
|      | 
|10.17 |  | Stock Option Agreement with Jason Patrick dated October 20, 2005 (incorporated by reference to Exhibit 10.17 to Registrants Annual Report on Form 10-KSB, Filed with the Commission on March
28, 2006, file No. 000-49776).         
|      | 
|10.18 |  | Stock Option Agreement with Charles Harper dated October 20, 2005 (incorporated by reference to Exhibit 10.18 to Registrants Annual Report on Form 10-KSB, Filed with the Commission on
March 28, 2006, file No. 000-49776).        
|      | 
|10.19 |  | 2006 Stock Compensation Plan (incorporated by reference to Appendix A of the Registrants Schedule 14A Proxy Statement, filed with the Commission on April 25, 2006, File No.
000-49766).                                            
|      | 
|10.20 |  | Stock Option Agreement with William K. Malone dated July 18, 2006 (2006 Stock Compensation Plan Example)                                                                                                                             
|      | 
|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.                                                                                                                               



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##### Table of Contents

|     |  |                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------
|     | 
|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.



36



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##### Table of Contents

SIGNATURES

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



(Registrant) McINTOSH BANCSHARES, INC.Date: March 28, 2007BY:

/s/ William K. MaloneWILLIAM K. MALONE Chief Executive
Officer




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##### Table of Contents

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has
been signed by the following persons in the capacities indicated on March 28, 2007.



|                                              |  |                                                 |  | 
|--------------------------------------------- |  | ----------------------------------------------- |  | 
|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                                                                                                                        
|              | 
|10.20         |  | Stock Option Agreement with William K. Malone dated July 18, 2006 (2006 Stock Compensation Plan Example)                           
|              | 
|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