[GRAPHIC OMITTED]

                                               April 26th, 2004

John W. Collins
Chairman/Chief Executive Officer
InterCept, Inc.
3150 Holcomb Bridge Road
Suite 200
Norcross, GA 30071

Dear Mr. Collins,

     We find  the  recent  actions  taken  by  you,  the  board of directors and
management  to  deny  the  shareholders  of  InterCept  their  full  voting  and
information rights to be repugnant to the standards of good corporate governance
to which all public companies are bound.  Because you and management seem not to
be aware, we would like to remind you that laws giving shareholders the right to
vote,  providing  shareholders  with access to information about the company and
preventing management from entrenching themselves at the expense of shareholders
are in place  because  PUBLIC  COMPANIES  LIKE  INTERCEPT  ARE TO BE RUN FOR THE
BENEFIT  OF  THEIR  SHAREHOLDERS,  NOT FOR THE  BENEFIT  OF YOU,  THE  BOARD  OF
DIRECTORS OR MANAGEMENT.

     We have  requested  the  following  rights  to  which  we are  entitled  as
shareholders  of InterCept:  the right to nominate  four  directors as set forth
under  InterCept's  own  bylaws,  the right to a full and  complete  list of our
fellow  shareholders  so that we may contact them and the right to certain books
and records of the company so that we may gather the  necessary  information  to
conduct an informative and fair proxy contest. Your and management's response in
almost every case has been solely  dedicated to denying or delaying  these basic
shareholder  rights and  therefore  today we have filed suit in Georgia  federal
court to  force  you and  management  to honor  InterCept's  obligations  to its
shareholders.  We learned  today that you have finally  agreed to turn over some
information,  knowing as you must that the court  this week would have  required
you to do so anyway, although we have not yet received such information.

     In  light  of InterCept's actions, we feel compelled to remind both you and
the other  members of the board that  directors of a public  company can be held
personally  liable for breaches of fiduciary duty, and we would urge each of you
to carefully  consider  not only your past  actions but any further  efforts you
might take to frustrate our efforts to bring accountability to InterCept's board
and to maximize the value of all of its shareholders' investments.

     THE RIGHT TO NOMINATE DIRECTORS AS PROVIDED BY INTERCEPT'S OWN BYLAWS

     InterCept's  own  bylaws,  up until April 14th, 2004, provided that
"A  director  elected to fill a vacancy  shall hold  office  only until the next
election of directors by the  shareholders."  Because two directors of InterCept
resigned  last  February  as a result of the  board's  decision  to  discontinue
evaluating  a sale of the company,  this would mean that the board's  handpicked
directors who filled these vacancies would be up for election  together with the
two directors whose terms also expire at the annual meeting, creating a total of
four open  seats on the board.  Management  now has  informed  us,  without  any
apparent  embarrassment,  that we have somehow created "confusion" by seeking to
follow the letter of the company's own bylaws in nominating  directors.  We find
these comments to be the height of hypocrisy and misdirection.

     Moreover,  while the board has been  content  to let this  provision  stand
since 1998, on April 14, 2004, without the approval of shareholders  despite the
fact that a  shareholders  meeting is coming up, the board amended the bylaws to
remove the  "confusion"  that would have  allowed  shareholders  to exercise the
rights to which they have been led to believe they are entitled by the company's
own bylaws. If this provision of the bylaws has been allowed to stand for almost
six years,  what possible purpose could there be for "Fixing" it now, on the eve
of an election, other than management entrenchment?

     THE RIGHT TO CONTACT FELLOW SHAREHOLDERS

      The right to demand shareholder information is one of the most basic
rights held by shareholders because it provides them with a voice by allowing
them to contact other concerned shareholders. In addition to rights granted to
shareholders under Georgia common law, under the Georgia Business Corporation
Code shareholders holding more than 2% of a Georgia public company are entitled
to a record of the company's shareholders and other information. Although we
hold well over the required percentage of InterCept's common stock to exercise
this right, management has denied us this basic right with trumped-up requests
for unnecessary additional information. Although finally, on the eve of a court
hearing, you have agreed to provide us with some of this information, we have
yet to receive it and thus can not determine whether it will be sufficient.

      THE RIGHT TO INSPECT THE COMPANY'S BOOKS AND RECORDS

      We  have  requested  certain  of  InterCept's  books and records, to which
shareholders are entitled under the law,  including  information that would shed
light on the board of directors'  abrupt  decision to shut down the sale process
it began last year.  Given the many  questions  surrounding  this  decision,  we
believe  it  is  important  that  InterCept's  shareholders  get  some  type  of
explanation  for the board's  motivation.  This is all the more important in the
context of the  upcoming  election of  directors,  prior to which we believe the
company's  shareholders  should be  presented  with all of the  facts.  While we
suspect  there are good  reasons that you and the board do not want to turn over
this information,  we remind you once again that this is what being on the board
of a public company entails,  that is, being  accountable to the shareholders of
the company.

     While we  are  disappointed in the actions taken by you, management and the
board,  we are not  surprised,  given that this is hardly the first time we have
witnessed  management  entrenchment  activity  and  failure  to act in the  best
interests of the shareholders at InterCept.  Specifically, the facts surrounding
the  aforementioned  decision  by the board to  abruptly  end the sale  process,
despite  receiving  several  indications  of  interest  at what we believe  were
meaningful  premiums,  make very clear that the board  (excluding  of course the
independent  directors  who  quit as a result  of the  decision)  had only  been
interested  in selling to you, not in realizing  the maximum  value of InterCept
for its  shareholders.  We also find it very  troubling  that shortly before you
announced  your  plan to make an offer to take the  company  private,  InterCept
issued preferred stock to investors  granting  extraordinary  rights such as the
right to block any amendment to the company's charter or bylaws and to block any
sale of the  company,  even  should a  majority  of  shareholders  support  such
actions,  all  in  exchange  for  only  $10  million,  or  approximately  2%  of
InterCept's  total  assets  at the  time.  To put it  another  way,  holders  of
preferred representing approximately 3% of InterCept's stock now have more power
than a majority of InterCept's shareholders.

     You  seek  to make a great deal of the fact in your public comments that we
are in the business of making  investments.  It might  surprise you to know that
all of your  shareholders  have made an investment in your company,  and whether
they are looking for a "quick buck" or just a fair return,  they have a right to
protect their  investment  from management  entrenchment  and obstruction of the
voting franchise.  InterCept shareholders wondering who would do the best job of
maximizing the value of their  investment  might also be interested to know that
since the  inception  of our fund,  we have  delivered an  annualized  return of
30.4%,  during a period in which the S&P  Index's  annualized  return fell by 1%
(but then again, we have focused only on what's best for our investors).

     Mr.  Collins,  all  we  have  asked for is that the management of InterCept
allow its  shareholders  to exercise  their voting rights in a fairly  conducted
election.  Let's just say it: you and  management  are fighting this because you
are well aware that, if given the chance,  the  shareholders  of InterCept  will
replace you and a majority of the board.  Rest assured  however that we will not
permit you to deny your shareholders their rights.

                                      Sincerely,

                                      JANA Partners LLC



                                      Barry S. Rosenstein
                                      Managing Member

CC: THE OTHER MEMBERS OF THE BOARD OF DIRECTORS OF INTERCEPT
         Dr. James A. Verbrugge
         Mark Hawn
         John D. Schneider, Jr.
         Glenn W. Sturm
         Arthur G. Weiss