UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 31, 2011

McIntosh Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

000-49766 58-1922861

(Commission File Number) (IRS Employer Identification No.)

210 South Oak Street, Jackson, Georgia 30233

(Address of principal executive offices) (Zip Code)

(770) 775-8300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 31, 2011, McIntosh State Bank (the “Bank”), a wholly-owned subsidiary of McIntosh Bancshares, Inc., executed cancellation agreements relating to the salary continuation and retirement agreements with the officer and director of the Bank listed below. Based on the Compensation Committee’s review of the terms of these agreements and the capital needs of the Bank, the Bank’s board of directors and each individual party to the agreements determined that the cancellation of such agreements was in the best interest of the Bank. Management has determined that the benefit accruing to the Bank as a result of these cancellations is $640,900 before tax.

Item 9.01

Financial Statements and Exhibits

Exhibit Description

10.1	Cancellation Agreement dated as of December 31, 2010 between McIntosh State Bank and Jason Patrick (relating to Salary Continuation Agreement dated December 19, 2002, as amended by the First Amendment thereto dated January 9, 2007)

10.2

Cancellation Agreement dated as of December 31, 2010 between McIntosh State Bank and William K. Malone (relating to Salary Continuation Agreement dated December 8, 1985, as amended by the First Amendment thereto dated October 1, 1999, the Second Amendment thereto dated October 1, 2001, the Third Amendment thereto dated January 9, 2007 and the Fourth Amendment thereto dated November 30, 2008)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MCINTOSH BANCSHARES, INC.

DATE: January 31, 2011 By: /s/ William K. Malone

William K. Malone

Chief Executive Officer

MCINTOSH BANCSHARES INC /GA/ 8-K