UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(Dd) ~~OF THE~~of

~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~January~~March 3122, 2011

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

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

Georgia


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

~~(State~~210 orSouth ~~other~~Oak ~~jurisdiction~~Street, ofJackson, ~~incorporation)~~GA 30237

~~000-49766 58-1922861~~(Address of Principal Executive Offices)

(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 15.~~01 Entry~~02. Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~March 3117, 2011, ~~McIntosh State Bank (~~the ~~“Bank”),~~board aof ~~wholly-owned~~directors ~~subsidiary~~ of McIntosh Bancshares, Inc., ~~executed cancellation agreements relating to~~ (the ~~salary~~“Company”) ~~continuation~~appointed ~~and~~Jesse ~~retirement agreements with the officer and director of the Bank listed below~~M. ~~Based~~ ~~on the Compensation Committee’s review of the terms of these agreements and the capital needs of the Bank~~Roberts, ~~the~~Jr. ~~Bank’s~~to ~~board~~serve ofas ~~directors~~Secretary and ~~each~~Chief ~~individual~~Financial ~~party~~Officer ~~to the agreements determined that the cancellation~~ of ~~such agreements was in~~ the ~~best interest of the Bank~~Company. ~~Management has determined that the benefit accruing to the Bank as a result of these cancellations is $640,900 before tax.~~

~~Item~~Mr. 9Roberts, age 54, graduated from Georgia State University with a Masters of Business Administration: Accounting.01 ~~Financial~~He ~~Statements~~was previously the Senior Operations Officer of McIntosh State Bank, from August 2002 to August 2010 and ~~Exhibits~~was Secretary and interim Chief Financial Officer of the Company from August 2010 to March 17, 2011.

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: ~~January~~March 3122, 2011 By: /s/ William K. Malone

Name: William K. Malone

Title: Chief Executive Officer

Filing Compare · MCINTOSH BANCSHARES INC /GA/