UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF THE

~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~August~~January 1731, ~~2009~~2011

~~MCINTOSH~~McIntosh ~~BANCSHARES~~Bancshares, ~~INC~~Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Georgia		000-49766		58-1922861
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Georgia

~~210~~(State ~~South~~or ~~Oak~~other ~~Street,~~jurisdiction ~~Jackson,~~of ~~GA 30237~~incorporation)

~~(Address of Principal Executive Offices)~~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)

NOT APPLICABLE

(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)

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

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

Item 51.0201 Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~August~~January 1731, ~~2010~~2011, ~~Darren~~McIntosh M.State ~~Cantlay~~Bank (the “Bank”), ~~Executive~~a ~~Vice~~wholly-owned ~~President,~~subsidiary ~~Chief~~of ~~Financial~~McIntosh ~~Officer~~Bancshares, ~~and~~Inc., ~~Secretary~~executed ofcancellation ~~McIntosh~~agreements ~~State~~relating ~~Bank~~to (the ~~“Bank”)~~salary continuation and ofretirement ~~its~~agreements ~~parent~~with ~~holding~~the ~~company,~~officer ~~McIntosh~~and ~~Bancshares,~~director ~~Inc~~of the Bank listed below. Based (on the ~~“Company”)~~Compensation ~~notified~~Committee’s review of the ~~Company~~terms of ~~his~~these ~~intent~~agreements toand ~~resign~~the ~~from~~capital ~~all~~needs ~~positions~~of ~~held~~the ~~with~~Bank, the Bank’s board of directors and each individual party to the ~~Company~~agreements ~~effective~~determined ~~August~~that ~~31,~~the ~~2010~~cancellation toof ~~accept~~such ~~another~~agreements ~~position. There~~was ~~were~~in nothe ~~disagreements~~best ~~between~~interest Mrof the Bank. Management ~~Cantlay~~has ~~and~~determined that the ~~Company~~benefit accruing to the Bank as a result of these cancellations is $640,900 before tax.

InItem ~~the~~9.01 ~~interim Jesse Roberts, age 54, will serve as Interim Chief~~ Financial ~~Officer~~Statements and ~~Secretary of the Bank and of the Company. Mr. Roberts has served as Senior Vice President and Senior Operations Officer since 2001 and will continue to serve in those capacities.~~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~~MCINTOSH BANCSHARES, INC.

DATE: ~~August~~January 2331, ~~2009~~ 2011 By: /s/ William K. Malone

William K. Malone

~~Title:~~ Chief Executive Officer

Filing Compare · MCINTOSH BANCSHARES INC /GA/