Edgar Filing: ALABAMA NATIONAL BANCORPORATION

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commissioner Only (as
[ ] Definitive Additional Materials permitted by Rule 14a-16(e)(2))
[ ] Soliciting Material Under Rule 14a-12

ALABAMA NATIONAL BANCORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

March 28, 2002

To the Stockholders of Alabama National BanCorporation:

You are invited to attend the 2002 Annual Meeting of Stockholders of
Alabama National BanCorporation (the "Company"), which will be held at the
principal office of the Company, 1927 First Avenue North, Birmingham, Alabama
35203, on Thursday, May 2, 2002 at 10:00 a.m., CDT. Formal notice of the Annual
Meeting, a Proxy Statement, and a form of Proxy accompany this letter.

Also enclosed is the Company's 2001 Annual Report to Stockholders.

Information about the meeting and the various matters on which the
Stockholders will act is included in the enclosed Notice of Annual Meeting of
Stockholders and Proxy Statement. Please carefully consider the enclosed Proxy
Statement and execute and return your Proxy so that the Company may be assured
of the presence of a quorum at the Annual Meeting. A postage prepaid envelope is
enclosed for your convenience in replying. The prompt return of your Proxy will
be of great assistance in reducing the expense of subsequent mailings. If you
attend the Annual Meeting, and so elect, you may withdraw your Proxy and vote in
person.

Sincerely,

John H. Holcomb, III
Chairman of the Board and
Chief Executive Officer

Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203

Notice of Annual Meeting of Stockholders
to be held May 2, 2002

To our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Alabama National BanCorporation ("ANB" or, the "Company") will be
held at 10:00 a.m., local time, on Thursday, May 2, 2002, at National Bank of
Commerce of Birmingham, 1927 First Avenue North, Birmingham, Alabama 35203, for
the following purposes:

1. to elect 15 directors to serve on the Board of Directors of the Company;

2. to amend the Company's Certificate of Incorporation to increase the maximum
size of the Board of Directors from fifteen to twenty total directors;

3. to amend the Company's Certificate of Incorporation to increase the total
authorized shares of common stock of the Company from 17,500,000 to
27,500,000;

4. to consider and vote upon the Second Amendment and Restatement of the
Alabama National BanCorporation Performance Share Plan to qualify certain
compensation payable thereunder for deductibility by the Company for
Federal income tax purposes;

5. to consider and vote upon the Second Amendment and Restatement of the
Alabama National BanCorporation Annual Incentive Plan to qualify certain
compensation payable thereunder for deductibility by the Company for
Federal income tax purposes;

6. to ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for 2002; and

7. to transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The Board of Directors has set March 8, 2002 as the record date for the
Annual Meeting. Only holders of record of ANB's common stock at the close of
business on the record date will be entitled to notice of, and to vote at, the
Annual Meeting.

The Annual Meeting may be adjourned from time to time without notice other
than announcement at the meeting or at adjournments thereof, and any business
for which notice is hereby given may be transacted at any such adjournment.

Details concerning those matters to come before the Annual Meeting are
provided in the accompanying Proxy Statement. A copy of ANB's Annual Report to
Stockholders for the year ended December 31, 2001 is enclosed. We hope you will
find it informative.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED, STAMPED ENVELOPE PROVIDED.
RETURNING YOUR PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
ANNUAL MEETING AND TO VOTE YOUR SHARES IN PERSON.

By order of the Board of Directors,

Kimberly Moore
Corporate Secretary
March 28, 2002

Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203

PROXY STATEMENT
Annual Meeting of Stockholders
to be held May 2, 2002

Solicitation of Proxies

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board of Directors") of Alabama National
BanCorporation, a Delaware bank holding corporation ("ANB" or, the "Company"),
to be voted at the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at 10:00 a.m., local time, on Thursday, May 2, 2002, at National Bank of
Commerce of Birmingham ("NBC"), 1927 First Avenue North, Birmingham, Alabama
35203, or at any adjournment or postponement thereof. The Proxy Statement and
Proxy are first being mailed to the Stockholders of ANB on or about March 28,
2002.

ANB will bear the cost of the solicitation of proxies. ANB will request
brokers or nominees to forward this Proxy Statement to their customers and
principals and will reimburse them for expenses so incurred. If deemed
necessary, ANB may also use its officers and regular employees, without
additional compensation, to solicit proxies personally or by telephone.

Stockholders Entitled to Vote

The Board of Directors has set March 8, 2002 as the record date for the
Annual Meeting. Only Stockholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on March 12, 2002, there were 12,350,088 shares of the
common stock of ANB, par value $1.00 per share ("Common Stock"), outstanding.
Each Stockholder is entitled to one vote in person or by proxy for each share of
Common Stock held on all matters properly to come before the Annual Meeting.

Vote Required

At the Annual Meeting, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum for the transaction
of business. Assuming the presence of a quorum, directors of the Company shall
be elected at the Annual Meeting (Proposal 1) by a plurality of the votes cast,
whether in person or by proxy. Proposals 2, 3, 4 and 5 require for adoption the
affirmative vote by the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the Annual Meeting in person or by proxy.
Proposal 6, ratification of auditors, requires for adoption the affirmative vote
of the holders of a majority of shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting.

A Stockholder may abstain or withhold his vote (collectively,
"abstentions") with respect to each item submitted for Stockholder approval.
Abstentions will be counted as present for purposes of determining the existence
of a quorum but will be counted as not voting in favor of any proposal brought
before the Annual Meeting. Since the election of directors (Proposal 1) and
ratification of auditors (Proposal 6) are each determined by the votes cast at
the Annual Meeting, abstentions will not

affect the outcome of these matters. For purposes of Proposals 2, 3, 4 and 5 an
abstention will have the same effect as a vote against each matter.

Generally, a broker is entitled to vote shares held in "street name" on
routine matters without instructions from the beneficial owner of such shares.
On the other hand, a broker may not be entitled to vote shares held in "street
name" on certain non-routine items absent instructions from the beneficial owner
of such shares (a "broker non-vote"). Broker non-votes, if any, while counted
for general quorum purposes, are not deemed to be present with respect to any
matter for which a broker does not have authority to vote.

Submission of Proxies

Please sign, date and return the Proxy in the enclosed envelope so the
Common Stock you own will be voted in accordance with your wishes. If you desire
to revoke your Proxy, you may do so either by attending the Annual Meeting in
person or by delivering written notice of revocation so that it is received by
ANB or its transfer agent, SunTrust Bank, on or before May 1, 2002. The address
for SunTrust Bank is Stock Transfer Department, P. O. Box 4625, Atlanta, Georgia
30302, Attention: Sue Hampton.

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Board of Directors has nominated 15 persons for election as directors
to serve until the next annual meeting of Stockholders and until their
successors are elected and qualified.

The persons named in the enclosed Proxy, unless a contrary direction is
indicated on the enclosed Proxy, intend to vote the shares appointing them as
proxies in favor of the nominees named herein. If any of the nominees should be
unable to serve, which the Board of Directors does not anticipate will occur,
the proxies will be voted for a substitute selected by the Board of Directors,
or the Board of Directors may decide not to elect an additional person as a
director.

Unless otherwise specified in the enclosed Proxy, it is intended that votes
will be cast for the election of all of the nominees as directors. Proxies
cannot be voted for a greater number of persons than the number of actual
nominees so named. Vacancies that occur on the Board of Directors may be filled
by remaining directors until the next annual meeting of Stockholders.

Information About the Nominees

Below is a description of each of the persons whom the Board of Directors
has nominated for election as a director of ANB at the 2002 Annual Meeting to
serve until the next annual meeting of Stockholders and until his successor has
been elected and qualified. The stock ownership with respect to each nominee for
election as a director is set forth in the table entitled "Security Ownership Of
Certain Beneficial Owners and Management."

W. Ray Barnes, 62, has served as a director of ANB since 1998. Mr. Barnes
was appointed to fill a vacancy on ANB's Board of Directors following the
closing of the merger of Community Financial Corporation ("CFC") with and into
ANB in 1998, pursuant to the provisions of the Agreement and Plan of Merger by
which ANB acquired CFC. Mr. Barnes has served as Chairman of the Board of
Georgia State Bank since 1986. Mr. Barnes has also served as Chairman and
President of Efficiency Lodge, Inc. (hotel company) since 1993.

Dan M. David, 56, has served as a director of ANB since 1997. Mr. David has
also served as Vice Chairman of ANB since 1997, upon the merger of First
American Bancorp ("FAB") with and into ANB (the "FAB Merger"). Mr. David serves
as Chairman and Chief Executive Officer of First American Bank, positions he has
held since 1995. Mr. David served as Chairman and Chief Executive Officer of FAB
from 1995 through 1997.

John V. Denson, 65, was appointed to the Board of Directors in December
2001 by the Board of Directors to fill an existing vacancy on the Board. This
appointment was made pursuant to the provisions of the Agreement and Plan of
Merger by which ANB acquired Farmers National Bancshares, Inc. ("Farmers
National"). Mr. Denson served on the Board of Directors of Farmers National from
1979 through 2001 and served as Chairman of the Board of Farmers National during
2001. Mr. Denson is a partner in the Opelika, Alabama law firm of Samford,
Denson, Horsley, Pettey & Bridges, where he has worked since 1960.

T. Morris Hackney, 70, has served as a director of ANB since 1995. Mr.
Hackney is Chairman of The Hackney Group, Inc. (holding company), a position he
has held since 1989. From 1975 through 1999, Mr. Hackney served as Chairman and
a director of Citation Corporation (manufacturer of durable goods). Mr. Hackney
also serves as a director of Meadowcraft, Inc.

John H. Holcomb, III, 50, has served as a director of ANB since 1995. Mr.
Holcomb has served as Chairman of the Board and Chief Executive Officer of ANB
since 1996. Mr. Holcomb has served as Chief Executive Officer of National Bank
of Commerce of Birmingham ("NBC") since 1990.

John D. Johns, 50, has served as a director of ANB since 1995. Mr. Johns is
currently President and Chief Executive Officer of Protective Life Corporation
(a publicly-traded insurance company) and has served in such capacity since
January 2002. Mr. Johns served as President and Chief Operating Officer of
Protective Life Corporation from 1996 until 2001. Mr. Johns also serves as a
director of Protective Life Corporation, Protective Life Insurance Company and
John H. Harland Co.

John J. McMahon, Jr., 59, has served as a director of ANB since 1997. Mr.
McMahon is Chairman of Ligon Industries, LLC (manufacturer of wastewater
treatment equipment and aluminum castings), a position he has held since 1999.
Mr. McMahon also serves as Chairman of the Executive Committee of McWane, Inc.
(pipe and valve manufacturing company) and has served in such position since
1999. Mr. McMahon served as Chairman of the Board of McWane, Inc. from 1995
until 1998. Mr. McMahon also serves as a director of John H. Harland Co.,
ProAssurance Corporation and Protective Life Corporation.

C. Phillip McWane, 44, has served as a director of ANB since 1995. Mr.
McWane has served as the Chairman of the Board of McWane, Inc. since 1999 and
served as President of McWane, Inc. from 1995 until 1998.

William D. Montgomery, 53, has served as a director of ANB since 1996. Mr.
Montgomery currently serves as Chairman of the Board of First Gulf Bank. Mr.
Montgomery is a certified public accountant in private practice. From 1974
through 1998, Mr. Montgomery was a partner with the firm of Johnson, Montgomery
and Associates, P.A.

Drayton Nabers, Jr., 61, has served as a director of ANB since 1995. Mr.
Nabers has served as Chairman of the Board of Directors of Protective Life
Corporation since 1996 and served as Chief Executive Officer of Protective Life
Corporation from 1996 through 2001. Mr. Nabers also serves as a director of
Energen Corporation and ProAssurance Corporation.

Victor E. Nichol, Jr., 55, has served as a director of ANB since 1995. Mr.
Nichol was appointed Vice Chairman of ANB in 2000 and previously served as ANB's
President and Chief Operating Officer from 1996 to 2000. Mr. Nichol was also
appointed Vice Chairman of NBC in 2000.

C. Lloyd Nix, 65, has served as a director of ANB since 1997. Dr. Nix is
retired from the practice of dentistry. From 1965 through 1999, Dr. Nix was
engaged in the private practice of dentistry in Decatur, Alabama.

G. Ruffner Page, Jr., 42, has served as a director of ANB since 1995. Mr.
Page is President of McWane, Inc., a position he has held since 1999. He served
as Executive Vice President of McWane, Inc. from 1994 until 1998. Mr. Page also
serves as a director of Protective Investment Company, a subsidiary of
Protective Life Corporation.

William E. Sexton, 70, has served as a director of ANB since 1997. Mr.
Sexton retired as Chairman of Sexton's, Inc. (dry cleaning and investments) in
2001, a position he had held since 1998. He served as President of Sexton's Inc.
from 1990 through 1998. Mr. Sexton served as Chairman of FAB from 1985 until
1995 and as Vice Chairman of FAB from 1995 through 1997.

W. Stancil Starnes, 53, has served as a director of ANB since 1995. Mr.
Starnes is a senior partner in the Birmingham law firm of Starnes & Atchison,
LLP where he has worked since 1975.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
DIRECTORS RECOMMENDED BY THE NOMINATING COMMITTEE AND NOMINATED BY THE BOARD OF
DIRECTORS.

The Board of Directors

The Board of Directors oversees the business and affairs of ANB and
monitors the performance of its management. Although the Board of Directors is
not involved in the day-to-day operations of ANB, the directors keep themselves
informed about ANB through meetings of the Board, reports from management and
discussions with key executives. Directors also communicate with ANB's outside
advisors, as necessary. The Board of Directors met six times in 2001.

Committees of the Board of Directors

The Bylaws of ANB provide for four standing committees of the Board of
Directors: the Executive Committee, the Nominating Committee, the Audit
Committee and the Compensation Committee. Each committee is composed of members
of the Board of Directors, and each committee reports its actions to the full
Board of Directors. None of the incumbent directors attended less than 75% of
the aggregate of (1) the total number of meetings of the Board of Directors and
(2) the total number of meetings held by all committees of the Board of
Directors on which he served.

The following table describes the functions and current membership for each
committee of the Board of Directors, as well as the number of meetings held in
2001.

Executive Committee - No Meetings in 2001

Functions Members
--------- -------

The Executive Committee has the authority to exercise John H. Holcomb, III
the full power of the Board of Directors, except that the Victor E. Nichol, Jr.
Executive Committee may not approve any merger, G. Ruffner Page, Jr.
consolidation or sale of substantially all of the assets of C. Phillip McWane
ANB, approve any amendment to ANB's Certificate of
Incorporation or Bylaws, appoint any members of any
committee of the Board of Directors or declare any
dividend or distribution.

Audit Committee - Four Meetings in 2001

Functions Members
--------- -------

The Audit Committee recommends to the Board of W. Stancil Starnes
Directors the appointment of independent auditors to William D. Montgomery
audit the books, records and accounts of ANB and its W. Ray Barnes
subsidiary banks (the "Banks"); discusses with the John D. Johns
independent auditors the plan and scope of their T. Morris Hackney
examination of the books and records of ANB and the G. Ruffner Page, Jr.
Banks and reviews the results thereof prior to C. Lloyd Nix
publication; and reviews all recommendations made by
the independent auditors regarding accounting methods
used and the system of internal controls utilized by
ANB and advises the Board of Directors with respect
thereto. See "AUDIT COMMITTEE REPORT."

Nominating Committee - One Meeting in 2001

Functions Members
--------- -------

The Nominating Committee meets annually to nominate John H. Holcomb, III
persons for election as directors of ANB at the Annual John J. McMahon, Jr.
Meeting of the Stockholders. No formal procedures C. Phillip McWane
whereby individual Stockholders can submit Drayton Nabers, Jr.
recommendations of persons to be considered for
nomination as a director of ANB have been instituted.
However, the Nominating Committee would consider
any such recommendations made to it in writing on a
timely basis. See "DEADLINE FOR SHAREHOLDER PROPOSALS."

Compensation Committee - Three Meetings in 2001

Functions Members
--------- -------

The Compensation Committee is authorized to John D. Johns
recommend to the Board of Directors from time to time G. Ruffner Page, Jr.
the compensation to be paid to officers, directors and Drayton Nabers, Jr.
committee members ("Executive Compensation") of John J. McMahon, Jr.
ANB. Executive Compensation may include, but is not W. Stancil Starnes
limited to, salary, bonus, performance share awards,
stock options, other annual compensation and any
combination thereof as the Compensation Committee
deems appropriate in light of the performance of ANB.
During 2001, the Compensation Committee served as
the Performance Committee pursuant to the ANB
Performance Share Plan. See "Compensation
Committee Report on Executive Compensation."

Director Compensation

Non-employee directors of ANB receive directors' fees of $8,500 per annum
and $1,000 for each Board of Directors meeting and each Committee meeting they
attend, and are reimbursed for all reasonable out-of-pocket expenses incurred in
the performance of their duties as a director. Under the terms of the ANB
Deferral of Compensation Plan for Non-Employee Directors adopted in 1996,
non-employee directors may voluntarily elect to defer to a specified date the
receipt of all or any portion of their directors' fees. Directors' fees so
deferred may be credited to the directors in cash or ANB Common Stock
equivalents or a combination thereof. Messrs. Hackney, Johns, McWane, Nabers,
Page, Starnes and McMahon also serve on the NBC Board of Directors and receive
NBC directors' fees of $9,000 per annum plus $200 for each NBC Board meeting and
Committee meeting attended. Mr. Montgomery also serves as Chairman of the Board
of the First Gulf Bank Board of Directors and receives Chairman's fees of $1,000
per month. Dr. Nix also serves on the Board of Directors of First American Bank
and receives director's fees of $600 for each First American Bank board meeting
attended, $400 for each board meeting missed and $200 for each committee meeting
attended. Mr. Barnes also serves as Chairman of the Board of Directors of
Georgia State Bank and receives director's fees of $450 per month.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of March 12, 2002 by (i) each
person or entity known by ANB to own more than 5% of the outstanding Common
Stock; (ii) each Named Executive Officer (as defined herein) of ANB; (iii) each
director of ANB; and (iv) all executive officers and directors of ANB as a
group.

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP/(1)//(2)/ PERCENT OF CLASS/(3)/
------------------------ ------------------------------ ---------------------

W. Ray Barnes/(4)/ 119,887 1.0%

Dan M. David/(5)/ 80,774 *

John V. Denson/(6)/ 11,197 *

T. Morris Hackney/(7)/ 18,267 *

John H. Holcomb, III/(8)//(18)/ 88,727 *

John D. Johns/(9)/ 44,202 *

William E. Matthews, V/(10)/ 54,968 *

John J. McMahon, Jr./(11)//(18)/ 323,088 2.6%

C. Phillip McWane/(12)//(18)/ 1,075,186 8.6%

William D. Montgomery 39,565 *

Richard Murray, IV/(13)/ 67,247 *

Drayton Nabers, Jr./(14)/ 34,605 *

Victor E. Nichol, Jr./(18)/ 106,980 *

C. Lloyd Nix/(15)/ 91,089 *

G. Ruffner Page, Jr./(16)//(18)/ 343,505 2.8%

William E. Sexton/(17)/ 46,230 *

W. Stancil Starnes 48,791 *

All directors & executive officers
as a group (19 persons) 2,645,841 21.2%

/(1) The number of shares reflected are shares which under applicable
regulations of the Securities and Exchange Commission are deemed to be
beneficially owned. Shares deemed to be beneficially owned under such
regulations include shares as to which, directly or indirectly, through any
contract, relationship, arrangement, understanding or otherwise, either
voting power or investment power is held or shared. Unless otherwise
stated, the named person has the sole voting and investment power for the
shares indicated./

/(2) The share amounts reported also include stock equivalents held by directors
under ANB's Deferral of Compensation Plan for Non-Employee Directors and by
certain executive officers under the ANB Plan for Deferral of Compensation
by Key Employees, entitling such directors and executive officers to
receive upon distribution a share of Common Stock for each stock
equivalent. The number of stock equivalents included are listed as follows:
Mr. McWane, 3,200; Mr. Holcomb, 5,010; Mr. Nichol, 7,864; Mr. Murray,
5,243; Mr. Matthews, 5,243; Mr. Hackney, 5,450; Mr. Johns, 6,985; Mr.
McMahon, 4,918; Mr. Montgomery, 3,984; Mr. Nabers, 5,888; Dr. Nix, 1,431;
Mr. Page, 5,366; Mr. Sexton, 3,636; Mr. Starnes, 7,374; Mr. Barnes, 2,184;
and Mr. Denson, 93./

/(3) Percentage of ownership is based on 12,455,692 shares of ANB Common Stock
representing 12,350,088 shares outstanding as of March 12, 2002, 26,492
shares underlying options held by persons listed in this table exercisable
within 60 days from said date and 79,112 shares of common stock equivalents
held in deferred compensation plans of certain executive officers and
directors. An asterisk means less than 1%./

/(4) Includes 3,094 shares held by Mr. Barnes' wife and 16,300 shares owned
directly by Efficiency Lodge, Inc., of which Mr. Barnes is a shareholder
and Chief Executive Officer./

/(5) Includes stock options to purchase 17,997 shares of ANB Common Stock. Does
not include 3,328 shares owned of record by Mr. David's wife, of which Mr.
David disclaims beneficial ownership./

/(6) Includes stock options to purchase 8,495 shares of ANB Common Stock./

/(7) Does not include 37,217 shares held by Mr. Hackney's wife, of which Mr.
Hackney disclaims beneficial ownership./

/(8) Includes 100 shares of ANB Common Stock of which Mr. Holcomb has beneficial
ownership by reason of the irrevocable proxy granted to him by James A.
Taylor in accordance with agreements made in conjunction with the merger of
National Commerce Corporation, the former parent of NBC, and Commerce
Bankshares, Inc. with and into ANB ("NBC Merger"). Also includes 700 shares
held by Mr. Holcomb as custodian for his three minor children and 500
shares held by Mr. Holcomb's wife. Also includes 3,832 shares held in ANB's
401(k) Employee Capital Accumulation Plan, for which Mr. Holcomb holds
investment power./

/(9) Does not include 1,000 shares owned by Mr. Johns' wife's Individual
Retirement Account, 1,500 shares held for the benefit of Mr. Johns' wife in
the James A. Dunlap Children's Trust and the Nancy D. Johns Subtrust, or
2,000 shares held by Mr. Johns' wife as custodian for their minor children.
Mr. Johns disclaims beneficial ownership of these shares./

/(10) Includes 200 shares held by Mr. Matthews as custodian for his two minor
children./

/(11) Includes 300,000 shares held in a family partnership pursuant to which Mr.
McMahon shares the power to vote and dispose of the shares with his wife,
and with his three children and the spouses of two of those children. Also
includes 15,000 shares held in three separate trusts for the benefit of Mr.
Phillip McWane's children. Mr. McMahon is the trustee for each of these
trusts. Does not include 96,830 shares held by Mr. McMahon's wife, of which
Mr. McMahon disclaims beneficial ownership./

/(12) Includes 164,542 shares held by the Estate of James R. McWane, of which
Mr. McWane is executor. Also includes 10,000 shares owned by H & P Partners
of Alabama, L.P., a family limited partnership, of which Mr. McWane has
shared voting control. Does not include 14,928 shares held by Mr. Page as
custodian for the minor children of Mr. McWane, of which Mr. McWane
disclaims beneficial ownership. The address for Mr. McWane is 2900 Highway
280, Suite 300, Birmingham, Alabama 35223./

/(13) Includes 1,600 shares held by Mr. Murray's wife. Also includes 3,626
shares held in ANB's 401(k) Employee Capital Accumulation Plan, for which
Mr. Murray holds investment power./

/(14) Includes 25,500 shares held by Mr. Nabers' wife and 3,000 shares held by
Mr. Nabers' daughter./

/(15) Includes 35,148 shares held jointly with Dr. Nix's wife and 14,533 shares
held by Dr. Nix's wife./

/(16) Includes 187,995 shares held by the Anna McWane Trust and 88,775 shares
held by the J.R. McWane, Jr. Trust. Mr. Page is the trustee for each of
these trusts. Also includes 1,500 shares held by Mr. Page as custodian for
his three minor children. Does not include 14,928 shares held by Mr. Page
as custodian for the minor children of Mr. Phillip McWane, of which Mr.
Page disclaims beneficial ownership. Does not include 8,000 shares held by
Mr. Page's wife, of which Mr. Page disclaims beneficial ownership./

/(17) Includes 29,138 shares owned directly by Mr. Sexton's wife, and 611 shares
held by the Sexton Foundation, of which Mr. Sexton is Chairman./

/(18) Each of these individuals has filed a joint Schedule 13G with the
Securities and Exchange Commission to acknowledge that they are part of a
group formed for the purpose of acquiring, holding, voting and disposing of
more than 5% of the outstanding Common Stock. These individuals have the
right to vote, in the aggregate, 1,951,914 shares or 15.8% of the
outstanding shares of ANB Common Stock./

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires ANB's
executive officers and directors, and persons who beneficially own more than 10%
of ANB's Common Stock ("Section 16 Insiders"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Section 16 Insiders are required by the SEC regulations to furnish ANB with
copies of all SEC forms required under Section 16(a) of the Securities Exchange
Act of 1934 ("Section 16(a) Forms"). Based solely on a review of the Section
16(a) Forms as furnished to ANB, and the representations of the Section 16
Insiders, ANB believes that for the period from January 1, 2001 through December
31, 2001, all Section 16 Insiders filed their Section 16(a) Forms in a timely
manner.

Executive Compensation and Other Information

Summary of Compensation

The following table sets forth a summary of the compensation paid or
accrued during each of the last three fiscal years with regard to (i) ANB's
Chief Executive Officer and (ii) the four (4) highest paid executive officers of
ANB who were serving in this capacity at the end of 2001 whose total salary and
bonus exceeded $100,000 during 2001 (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------- --------------------------------------
Awards Payouts
----------------------- ------------
Securities
Restricted Underlying
Stock Options/ LTIP All Other
Name and Salary Bonus Award(s) SARs Payouts/(1)/ Compensation
Principal Position Year ($) ($) ($) (#) ($) ($)
------------------------ ---- -------- -------- ---------- ---------- ------------ -------------

John H. Holcomb, III 2001 $325,000 $167,000 -0- -0- $133,112 $55,484/(2)/
Chairman and CEO 2000 300,000 122,000 -0- 40,000 94,400 26,896
1999 275,000 123,750 -0- -0- -0- 12,585

Victor E. Nichol, Jr. 2001 $245,000 $114,700 -0- -0- $106,489 $40,703/(2)/
Vice Chairman 2000 240,000 61,700 -0- 5,000 75,518 25,405
1999 235,000 63,450 -0- -0- -0- 8,954

Dan M. David 2001 $175,000 $ 74,000 -0- -0- $ -0- $11,240/(2)/
Vice Chairman 2000 168,000 60,000 -0- 5,000 -0- 10,740
1999 163,000 47,000 -0- -0- -0- 10,537

Richard Murray, IV 2001 $170,000 $103,500 -0- -0- $ 70,993 $45,506/(2)/
President and COO 2000 150,000 68,500 -0- 15,000 50,346 27,601
1999 140,000 70,000 -0- -0- -0- 6,778

William E. Matthews, V 2001 $145,000 $ 93,500 -0- -0- $ 70,993 $44,563/(2)/
Executive Vice President 2000 132,500 62,000 -0- 10,000 50,346 19,723
and CFO 1999 120,000 60,000 -0- -0- -0- 2,000

/(1) Long-term compensation is not yet determinable. The amount shown is
the best estimate available as of the date of the payout. The amounts
in this column relate to performance share payouts made to Messrs.
Holcomb, Nichol, Murray and Matthews in 2000 and 2001 under the ANB
Performance Share Plan. Each of the Named Executive Officers that
received payouts in 2000 and 2001 opted to defer such payouts in
accordance with the provisions of the ANB Performance Share Plan, with
the exception of Mr. Holcomb, who elected to accept a payout of
4,715.25 shares of Common Stock in 2001./

/(2) The amounts shown in this column for Messrs. Holcomb, Nichol, David,
Murray and Matthews represent ANB contributions to ANB's 401(k)
Employee Capital Accumulation Plan in the amount of $8,500 each, and
amounts of principal forgiven and payments made to such executives for
the purpose of paying interest due on certain executive loans in the
amount of $46,984 for Mr. Holcomb, $32,203 for Mr. Nichol, $37,006 for
Mr. Murray and $36,063 for Mr. Matthews. See "Certain Relationships
and Related Transactions." The amount shown in this column for Mr.
David also includes First American Bank payments of $2,740 in premiums
paid on a term life insurance policy for Mr. David./

Stock Options

Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year End Option Values

Number of Shares
Underlying Unexercised Value of Unexercised
Number of Shares Options at Fiscal in-the-Money Options at
Acquired on Value Year-End (#) Fiscal Year-End ($)
Name Exercise Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable/(1)/
---------------------- ---------------- ------------ ------------------------- ------------------------------

John H. Holcomb, III -0- N/A -0- / 40,000 -0- / $593,400
Victor E. Nichol, Jr -0- N/A -0- / 5,000 -0- / $74,175
Dan M. David/(2)/ 53,898 $1,535,285 17,997 / 5,000 $326,646 / $74,175
Richard Murray, IV -0- N/A -0- / 15,000 -0- / $222,525
William E. Matthews, V -0- N/A -0- / 10,000 -0- / $148,350

/(1) Based on $33.71 per share, the closing sale price reported by NASDAQ
for ANB on December 31, 2001./

/(2) As a result of the FAB Merger, ANB assumed certain stock option plans
of FAB which include: (i) the First American Bancorp Stock Option Plan
dated October 20, 1992, (ii) the First American Bancorp 1994 Stock
Option Plan and (iii) two non-qualified Stock Option Agreements dated
March 7, 1997 (collectively, the "FAB Plans"). Of Mr. David's options,
17,997 were awarded by FAB prior to the FAB Merger under certain of
the FAB Plans. ANB does not intend to make any additional awards under
the FAB Plans./

Long-Term Incentive Plans

Long-Term Incentive Plans - Awards In Last Fiscal Year/(1)/

Estimated Future Payouts under Non-Stock
Performance or Price-Based Plans
Number of Other Period Until -----------------
Shares, Units or Maturation or Threshold Target Maximum
Name Other Rights (#) Payout (#) (#) (#)
-------------------------------------------------------------------------------------------------------

John H. Holcomb, III 5,000 shares Four years 1,667 5,000 8,500
Victor E. Nichol, Jr 2,000 shares Four years 667 2,000 3,400
Dan M. David 2,000 shares Four years 667 2,000 3,400
Richard Murray, IV 3,000 shares Four years 1,000 3,000 5,100
Wm. E. Matthews, V 3,000 shares Four years 1,000 3,000 5,100

----------
/(1) On December 21, 2000, the Compensation Committee approved the award of the
2001 Performance Share Awards under the ANB Performance Share Plan to
certain senior officers including the grants detailed above. See
"Compensation Committee Report on Executive Compensation" for a description
of the Performance Share Plan and a description of the formula to be
applied in determining amounts payable./

Defined Benefit Plan

As a result of the NBC Merger, NBC became a wholly-owned subsidiary of ANB.
NBC has maintained the NBC Pension Plan for the benefit of its employees since
January 1, 1982. The NBC Pension Plan pays its participants a monthly retirement
income equal to 1.3% of each participant's "Average Monthly Earnings" multiplied
by the number of years of continuous service to NBC through December 31, 1999 of
such participant. Average Monthly Earnings equals the participant's annual
compensation converted to a monthly amount and then averaged over the sixty (60)
months immediately preceding the participant's "Normal Retirement Date" which,
if such participant was employed before January 1, 1989, is the first day of the
month coinciding with or immediately preceding a participant's sixty-fifth
(65th) birthday or, if such participant was first employed after January 1,
1989, is the later of the participant's sixty-fifth (65th) birthday or the first
day of the month either on or next following the completion of five years of
continuous service or, if earlier, five "service years." Annual compensation
means the participant's total compensation during a plan year, as reflected on
such participant's W-2 Form, excluding (even if includable in gross income)
reimbursements or other expense allowances, fringe benefits (cash or noncash),
moving expenses, deferred compensation, and welfare benefits, but including
salary reduction contributions (not includable in gross income) to certain plans
or arrangements that may be maintained by NBC. However, regardless of a
participant's actual annual compensation, each participant's annual compensation
for purposes of such plan is capped at $160,000, as required by law. The
following table reflects estimated annual benefits payable upon retirement under
the NBC Pension Plan based upon the participant's years of service and
compensation level.

Pension Plan Table/(1)/

Average Annual
Remuneration Years of Service
-------------------- ----------------
15 20 25 30 35
------- ------- ------- ------- -------

$125,000 ........... $24,375 $32,500 $40,625 $48,750 $56,875

$150,000 ........... $29,250 $39,000 $48,750 $58,500 $68,250

----------
/(1) Annual compensatio n for purposes of the NBC Pension Plan is capped at
$160,000./

Effective December 31, 1999, the NBC Pension Plan was amended and restated.
Pursuant to such restatement, the pension plan was frozen such that there will
be no accrual of future benefits after December 31, 1999. The annual
compensation and credited years of service attributable to each of Messrs.
Holcomb, Nichol, Murray and Matthews as of December 31, 1999 are as follows:

Annual Compensation Credited Years of Service
------------------- -------------------------
John H. Holcomb, III $160,000/(1)/ 19
Victor E. Nichol, Jr $160,000/(1)/ 6
Richard Murray, IV $160,000/(1)/ 9
William E. Matthews, V $140,799 8

----------
/(1) The maximum annual compensation for purposes of the NBC Pension Plan./

Employment Continuation Agreements

ANB has entered into Employment Continuation Agreements with each of the
Named Executive Officers which provide for certain benefits in the event of a
"change in control" of ANB. Upon a change of control, all stock options of each
Named Executive Officer become immediately vested and exercisable in full, and
all outstanding performance shares are paid in cash as if the applicable target
performance level(s) had been met (or, in some cases, exceeded). Each agreement
provides for a two-year employment period, during which time each Named
Executive Officer would be entitled to maintain his pre-change of control
position with ANB at the same base salary, bonus/incentive compensation and
benefits. If during this time, the Named Executive Officer terminates his
employment for "good reason" or if ANB terminates the Named Executive Officer's
employment other than for "cause", the Named Executive Officer would receive
certain benefits. Such benefits include (i) a payment equal to three times the
sum of (a) the annual base salary in effect at the time of the change in
control, (b) the average annual incentive plan bonus for the three years
preceding the change in control or the date of termination (whichever is
greater) and (c) the cash value of any performance shares awarded in the year in
which the change of control occurs; (ii) continuation for up to twenty-four
months in the Company's hospital, medical, accident, disability, and life
insurance plans as provided to the executive immediately prior to the date of
his termination of employment; (iii) supplemental retirement benefits in the
form of a deferred annuity contract payable upon the Named Executive Officer's
65th birthday; and (iv) an additional payment, if necessary, to reimburse the
executive for any additional tax (other than normal, Federal, state and local
income taxes) incurred as a result of any benefits received in connection with
the change in control.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee, which establishes the compensation of the
executive officers of ANB, is comprised of Messrs. Johns, McMahon, Nabers, Page
and Starnes. During 2001, there were no interlocking relationships between any
executive officers of ANB and any entity whose directors or executive officers
serve on ANB's Board of Directors and/or Compensation Committee.

Compensation Committee Report on Executive Compensation

The Compensation Committee has oversight of the compensation paid to the
Chief Executive Officer and certain other senior officers of ANB and its
subsidiaries including the Named Executive Officers. Total compensation for
these persons is reviewed and set annually and includes three primary types of
compensation: base salary, bonuses paid under the ANB Annual Incentive Plan, and
long-term incentive compensation under the Performance Share Plan and other
long-term plans. The following discussion is applicable to executive officers of
ANB, including the Chief Executive Officer and the Named Executive Officers.

Base Salary. Executive officers' base salaries are determined by several
factors, but principally by the level of responsibilities required by the
position. In establishing base salaries, the Compensation Committee reviews
recommendations by the Chief Executive Officer and considers information
provided by an outside compensation consultant relating to compensation paid by
other local banking companies and bank holding companies of comparable size.
Individual competence, length of service in a position, and comparisons to
salaries for similar positions in other comparable companies guide the
determination of the appropriate level of an executive officer's salary. Company
performance may also be a factor in determining the amount of any base salary
increase. The

Committee's compensation strategy for executive officers is to pay salaries at
or near the median. Performance-based cash bonus and performance share awards,
when totaled, are used to provide significant performance-based compensation.
Based on these factors, Mr. Holcomb's base salary for calendar year 2001 was set
at $325,000. The base salaries and incentive bonuses for Messrs. Holcomb,
Nichol, Murray and Matthews, each of whom is also an officer of NBC, are paid by
NBC. The base salary and incentive bonus for Mr. David are paid by First
American Bank. ANB reimburses NBC and First American Bank, as applicable, for a
portion of the base salary and bonus of these individuals based on an allocation
of time that such executives spent on ANB holding company matters.

Annual Incentive Plan. The Annual Incentive Plan ("AIP") was established
for the purpose of rewarding, retaining, and providing incentives for
performance through annual bonuses for those employees who contribute most to
the operating progress of ANB. The Compensation Committee sets the total target
amount of bonuses for each year and reviews the methodology used to determine
individual bonuses. Individual bonuses of employees participating in the AIP are
determined by ANB's executive officers with the approval of the Chief Executive
Officer. The Compensation Committee specifically reviews and approves each
annual bonus paid to the executive officers participating in the AIP, including
the Chief Executive Officer.

Each participant is assigned a target bonus percentage expressed as a
percentage of each employee's salary. The target bonus percentages were set at
amounts ranging from 27.5% to 50% for 2001 by the Compensation Committee. The
target bonus percentage is established by determining the desired total
incentive compensation component for the particular employee and by reviewing
the practices of certain peer banks as reflected in available surveys. Bonus
payments under the AIP, when made, may range from 33% to 200% of the target
amount. Other than the Chief Executive Officer, an individual's AIP bonus is
based upon a combination of ANB's performance, departmental performance and the
individual's performance. The AIP bonus of the Chief Executive Officer is based
on ANB's performance according to a range fixed for the year by the Compensation
Committee relating to certain operating earnings per share goals plus the
achievement of certain other objectives. The AIP bonus relating to 2001 for Mr.
Holcomb was determined based on ANB operating earnings per share during 2001.

Performance Share Plan. The Performance Share Plan ("PSP") is administered
by the Compensation Committee. The overall purpose of the PSP is to promote the
long-term success of ANB and its subsidiaries. The PSP is a key component of
executive compensation, and is designed to attract individuals of outstanding
ability and to encourage key employees to acquire a proprietary interest in ANB,
to continue employment with ANB and to render superior performance during such
employment. ANB develops its Performance Share Award amounts under the PSP by
reviewing the long-term incentive opportunities provided to executives in
similar positions at peer banks and determining the desired total long-term
compensation component of the particular employee's compensation package.

The Compensation Committee, from time to time, may select participants to
receive incentive compensation awards under the PSP ("Performance Share
Awards"). Each Performance Share Award granted will generally represent one
share of ANB Common Stock. Each Performance Share Award is awarded as of January
1 of the year of award, regardless of the actual date of grant ("Date of
Grant").

At the time the Compensation Committee grants Performance Share Awards, the
Compensation Committee is required to fix an Award Period comprised of a number
of calendar years not to exceed five (5) years. In its discretion, the
Compensation Committee may subdivide the Award Period into

one interim period which is a period of calendar years chosen by the
Compensation Committee commencing upon any Date of Grant but which is less than
the Award Period (an "Interim Period").

No Performance Share Award will be paid unless the participant meets the
conditions established by the Compensation Committee for the Award Period or
Interim Period. If, at the close of any Award Period or Interim Period
applicable to a Performance Share Award, the Compensation Committee determines
that the participant has met the conditions for payment of the Performance Share
Award, then, unless otherwise directed by the Compensation Committee, the
Performance Share Award will be paid to the participant as promptly as possible.
Generally, all payments of Performance Share Awards to participants will be made
partly in shares of ANB Common Stock and partly in cash, with the cash portion
being equal to the amount of Federal, state and local taxes which the
participant's employer, whether ANB or a subsidiary of ANB, is required to
withhold on account of said payment.

The Performance Share Awards made relating to 2001 were determined by
calculating the desired total long-term compensation component of the particular
employee's compensation package and by comparison of this long-term component to
long-term awards made at a peer group of comparable banks and bank holding
companies. Award payments can range from zero to 200% of a grant. For example,
if ANB ranks in the top 25% of the peer group in terms of return on average
equity, then 125% of the award is earned. If ANB ranks at the top 10%, 170% of
the award is earned. If ANB's performance is at the median or threshold, 50% of
the award is earned. If ANB's results are below the median, no portion of the
award is earned. In December 2000, the Compensation Committee established
Performance Share Awards relating to 2001 that will be paid after four years and
will include results for fiscal years 2001, 2002, 2003 and 2004. Mr. Holcomb was
granted a Performance Share Award in 2001 at a target of 5,000 shares based on
target long-term compensation for Mr. Holcomb set by the Compensation Committee
in conformance with overall compensation criteria for Mr. Holcomb.

Limits to Tax Deductibility of Executive Compensation. Under Section 162(m)
of the Internal Revenue Code, the Company may not take tax deductions for
amounts greater than $1 million that are paid annually to executives whose pay
must be disclosed separately in the Company's Proxy Statement, unless the
payments are made under qualifying performance-based compensation plans which
meet certain specific requirements. The Company's executive compensation plans
have been designed to comply with these specific requirements although the
Company's Performance Share Plan and Annual Incentive Plan must be approved by
its Stockholders. These plans are being submitted to the Stockholders at the
Annual Meeting and are described in Proposal 4 and Proposal 5 in this Proxy
Statement.

Compensation Committee:

John D. Johns, Chairman
John J. McMahon, Jr.
Drayton Nabers, Jr.
G. Ruffner Page, Jr.
W. Stancil Starnes

Stock Performance Graph

The following graph sets forth the cumulative total stockholder return
(assuming reinvestment of dividends) to ANB's stockholders during the period
beginning December 31, 1996 and ending on December 31, 2001, compared to an
overall stock market index (NASDAQ Stock Market, U.S. Companies) and the SNL All
Bank Index. Additionally, since ANB used a peer group index of 15 banks, bank
holding companies and thrifts selected by ANB (the "Prior Year Peer Group") as
its peer group for the 2001 Proxy Statement, SEC rules require that the 2002
Proxy Statement include in its graph the Prior Year Peer Group index as well as
the SNL All Bank Index so that a comparison can be made of the two peer groups.

[Performance Graph Appears Here]

---------------------------------------------------------------
INDEX 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------------------------------------------------------------------------------------------------

Alabama National BanCorporation $100.00 $151.77 $156.82 $114.36 $142.87 $219.49
NASDAQ Total US/(1)/ 100.00 122.48 172.68 320.89 193.01 153.15
SNL All Bank Index/(2)/ 100.00 151.53 163.92 158.86 187.62 189.51
ANB Peer Group 100.00 161.89 166.02 129.46 162.82 209.39

----------
/(1) Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2002./

/(2) Source: SNL Securities, Inc./

The Companies included in the Prior Year Peer Group are as follows:

ABC BanCorp Piedmont BanCorp, Inc./(1)/
Bank of Granite Corporation Republic Bancshares, Inc.
Capital City Bank Group, Inc. Seacoast Banking Corporation of Florida
Century South Banks, Inc./(1)/ Simmons First National Corporation
First United Bancshares, Inc./(1)/ The South Financial Group, Inc.
Independent Bank Corp. Sterling Bancorp
LSB Bancshares, Inc. Sterling Bancshares, Inc.
North Fork BanCorporation, Inc. WesBanco, Inc.
Peoples Holding Company

----------
/(1) This Company was acquired by another entity during 2000 or 2001. The
performance graph above includes the effect of this Company through the
date of its acquisition./

Certain Relationships and Related Transactions

NBC's main office is occupied under a lease with an affiliated party,
Woodward Properties, of which (i) Mr. Ruffner Page, as Custodian of the three
minor children of Mr. Phillip McWane, (ii) Mr. Phillip McWane, (iii) Mr. John
McMahon and (iv) a family partnership, of which Mr. and Mrs. McMahon have
beneficial ownership, are partners. NBC has leased 77,591 square feet at an
annual rental rate of $15.60 per square foot through the year 2020, subject to
adjustment based on the Consumer Price Index. ANB believes this lease represents
an arms-length rate and terms for comparable space in the Birmingham market.

ANB and the Banks have and expect to continue to have banking and other
transactions in the ordinary course of business with directors and executive
officers of ANB and their affiliates, including members of their families or
corporations, partnerships or other organizations in which such directors or
executive officers have a controlling interest, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. Such transactions are not
expected to involve more than the normal risk of collectibility nor present
other unfavorable features to ANB and the Banks. Each of the Banks is subject to
limits on the aggregate amount it can lend to the Banks' and ANB's directors and
officers as a group. This limit is currently equal to two times the applicable
entity's unimpaired capital and surplus. Loans to individual directors and
officers must also comply with the Bank's lending policies and statutory lending
limits, and directors with a personal interest in any loan application are
excluded from the consideration of such loan application.

During 2001, the law firm of Starnes & Atchison LLP, of which W. Stancil
Starnes is a partner, rendered various legal services to ANB and its
subsidiaries. During 2001, the law firm of Samford, Denson, Horsley, Pettey &
Bridges, of which John V. Denson is a partner, rendered various legal services
to a subsidiary of ANB.

During each of 1999 and 2000, each of Messrs. Holcomb, Nichol, Murray,
Matthews and John R. Bragg, Executive Vice President, became indebted to ANB in
connection with individual loans in favor of ANB. The purpose of each of such
loans was to finance the payment of certain federal income taxes resulting from
the application of the Alternative Minimum Tax for these executive officers
related to the exercise of incentive stock options to acquire shares of ANB
common stock. The executives were subject to such tax, even though none of the
underlying shares acquired were sold. Pursuant to separate promissory notes and
pledge agreements between each of these executive officers and ANB, such
executive officers pledged shares of Common Stock as collateral for two separate
promissory notes in the original aggregate principal amounts described below.
All unpaid or unforgiven amounts on these notes are due on the earlier of the
tenth anniversary of each note or upon an event of default as described in the
individual notes. Each such note bears interest at an annual rate equal to the
London Interbank Offered Rate ("LIBOR") plus 1%. Pursuant to the terms of the
above-referenced notes, so long as such executive officer remains employed by
ANB, 10% of the principal amount of the applicable note shall be forgiven by ANB
on each of the first ten anniversaries of such note.

Aggregate of Principal and
Name of Aggregate Original Interest due on Notes as
Executive Officer Principal Amount of Notes of December 31, 2001
---------------------- ------------------------- ---------------------------
John H. Holcomb, III $177,147 $156,292
Victor E. Nichol, Jr $122,918 $104,853
John R. Bragg $127,671 $108,442
Richard Murray, IV $141,139 $120,664
William E. Matthews, V $137,570 $117,545

INDEPENDENT ACCOUNTANTS

Appointment of Independent Auditors. At the recommendation of the Audit
Committee, the Board of Directors approved the engagement of
PricewaterhouseCoopers LLP as ANB's independent auditors for the year ending
December 31, 2002.

Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting with the opportunity to make a statement if they so desire and will be
available to answer questions of Stockholders.

Audit Fees. The aggregate fees and expenses billed by
PricewaterhouseCoopers LLP for the audit of ANB's annual financial statements
for the fiscal year ended December 31, 2001 and the reviews of the financial
statements included in ANB Forms 10-Q for the fiscal year ended December 31,
2001 totaled $188,000.

Financial Information Systems Design and Implementation Fees. During the
fiscal year ended December 31, 2001, ANB was not charged any fees by
PricewaterhouseCoopers LLP related to the design or implementation of a
financial information system.

All Other Fees. PricewaterhouseCoopers LLP billed ANB $752,855 during the
fiscal year ended December 31, 2001, for services other than those discussed
above. These fees are broken down as follows:

Tax Services $ 94,063

Subsidiary and Benefit Plan Audits 49,150

Internal Audit Fees 493,400

Benefit Plan Actuarial Fees 80,300

Other Audit Related Services 35,942
--------

TOTAL $752,855

The Audit Committee considered the provision of non-audit services by
PricewaterhouseCoopers LLP in its determination regarding PricewaterhouseCoopers
LLP's independence.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is composed of seven
directors who are independent directors as defined under the rules of The Nasdaq
Stock Market, Inc. The Audit Committee operates under a written charter adopted
by the Board of Directors on April 20, 2000. The Audit Committee hereby submits
the following report:

.. We have reviewed and discussed with management ANB's audited financial
statements as of and for the year ended December 31, 2001.

.. We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standard No. 61, Communication with
Audit Committees, as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants.

.. We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the
Independence Standards Board, and have discussed with the auditors the
auditors' independence.

Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in ANB's Annual Report on Form 10-K for the year ended December 31, 2001. It
should be noted that management is responsible for the Company's financial
reporting process including its system of internal control, and of the
preparation of consolidated financial statements in accordance with generally
accepted accounting principles. The Company's independent auditors are
responsible for auditing those financial statements. Our responsibility is to
monitor and review these processes. It is not our duty or our responsibility to
conduct auditing or accounting reviews or procedures.

Audit Committee:

W. Ray Barnes C. Lloyd Nix
T. Morris Hackney G. Ruffner Page, Jr.
John D. Johns W. Stancil Starnes, Chairman
William D. Montgomery

INTRODUCTION TO PROPOSED AMENDMENTS TO THE
CERTIFICATE OF INCORPORATION

The Amendments described in Proposals 2 and 3 are contained within the
Restated Certificate of Incorporation set forth in Appendix A to this Proxy
Statement (the "Restated Certificate"), in substantially the form in which they
will take effect if the Amendments are approved by the Stockholders. The
Restated Certificate also contains all amendments made to the Company's
Certificate of Incorporation to date. The following description of the
Amendments is qualified in its entirety by reference to Appendix A.

PROPOSAL 2

APPROVAL OF INCREASE TO THE MAXIMUM SIZE OF THE BOARD OF DIRECTORS
FROM FIFTEEN TO TWENTY

Article FIFTH of the Company's Certificate of Incorporation currently
provides that the Company shall have not less than three nor more than fifteen
directors. The Board of Directors has approved and recommends that the
Stockholders approve an amendment to the Certificate of Incorporation that
increases the maximum number of directors from fifteen to twenty.

The purpose of this proposed amendment to the Certificate of Incorporation
is to enable the Company to take timely advantage of the availability of
well-qualified candidates and to increase the Company's ability to attract
high-quality individuals to serve as directors of the Company.

Accordingly, it is proposed that Article FIFTH of the Company's Certificate
of Incorporation be amended to read as follows:

"FIFTH. The number of Directors which shall constitute the
whole Board of Directors shall be as determined from time to
time by resolution and adopted by the affirmative vote of a
majority of the Board of Directors, but shall not be less
than three (3) nor more than twenty (20) Directors; provided
that the number of Directors shall not be decreased if such
decrease would have the effect of shortening the term of an
incumbent Director."

Required Vote. In order to be adopted, this proposal must receive the
affirmative vote of the holders of a majority of the Common Stock of the Company
eligible to be voted at the Annual Meeting. As a result, any shares not voted
(whether by abstention, broker non-vote or otherwise) will have the same effect
as a vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
PROPOSAL 2.

PROPOSAL 3

APPROVAL OF INCREASE TO THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK

The Board of Directors has approved and recommends to the Stockholders that
they consider and approve the proposed amendment of the Company's Certificate of
Incorporation to increase the number of authorized shares from 17,600,000 to
27,600,000, of which 27,500,000 shares will be Common Stock, and 100,000 shares
will be preferred stock, $1.00 par value ("Preferred Stock"). The effect of the
proposed amendment is to increase the authorized shares of Common Stock from
17,500,000 to 27,500,000. If the proposed amendment is approved by the
Stockholders, paragraph A of Article FOURTH of ANB's Certificate of
Incorporation would read in its entirety as follows:

"A. The total number of shares of stock which the
Corporation shall have authority to issue is 27,600,000,
consisting of (i) 27,500,000 shares of common stock, par
value $1.00 per share ("Common Stock"), and (ii) 100,000
shares of preferred stock, par value $1.00 per share
("Preferred Stock")."

Pursuant to Delaware corporate law, the Board of Directors is authorized to
issue from time to time any and all authorized and unissued shares of Common
Stock for any proper corporate purpose without prior stockholder approval,
except as may be required for a particular transaction by such law, ANB's
Certificate of Incorporation, or by the rules of the NASDAQ Stock Market, or any
other stock exchange on which ANB's securities may then be listed.

As of March 12, 2002, there were 12,350,088 shares of Common Stock
outstanding. An aggregate of 674,936 shares of Common Stock are reserved for
issuance upon exercise of options and awards granted or to be granted under
ANB's employee benefit plans.

The Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock is in the best interests of ANB and its
Stockholders. The proposed increase in the number of authorized shares of Common
Stock will give ANB greater flexibility by allowing shares of Common Stock to be
issued by the Board of Directors without the delay and expense of a special
meeting of Stockholders. For example, if the opportunity arises, the Board of
Directors may deem it appropriate to make either a private or public offering of
ANB's Common Stock in order to facilitate possible future mergers or
acquisitions. The current amount of authorized but unissued shares of Common
Stock could limit the timing of any such future proposed acquisitions or
mergers, if ANB were required to hold a special meeting of its Stockholders to
facilitate the issuance of additional shares of Common Stock in such
transactions.

Stockholders do not now have preemptive rights to subscribe for or purchase
additional shares of Common Stock and the Stockholders will have no preemptive
rights to subscribe for or purchase any of the additional shares authorized by
the proposed amendment.

Possible Effects of the Proposal - Anti-Takeover Considerations. If the
proposed amendment is adopted, the authority of the Board of Directors to issue
the newly authorized but unissued shares of Common Stock might be considered as
having the effect of discouraging an attempt by another person or entity to
effect a takeover or otherwise gain control of ANB, because the issuance of
additional shares of Common Stock would dilute the voting power of the Common
Stock then outstanding.

ANB is presently authorized to issue 100,000 shares of Preferred Stock,
$1.00 par value per share. No shares of the Preferred Stock have been issued,
and ANB has no present intention to issue any such shares. The Board of
Directors has the authority, without action by the Stockholders, to create one
or more series of Preferred Stock and determine the number of shares,
designation, price, sinking fund terms, conversion, and voting rights with
respect to any such series. The issuance of any such series of Preferred Stock
could be used to render more difficult an unfriendly tender offer, proxy
contest, merger, or other change in control of ANB.

The authority of the Board of Directors to issue additional shares of
Common Stock or shares of Preferred Stock could be used by the Board of
Directors in a manner calculated to prevent the removal of management and make
more difficult or discourage a change in control of ANB.

ANB is not aware of any efforts to accumulate ANB's securities or to obtain
control of ANB, and ANB has no present intention or agreement to issue any
additional shares of Common Stock other than shares which may be issued from
time to time pursuant to employee benefit plans and outstanding options.

Required Vote. An affirmative vote by the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
required to adopt the proposal to increase the number of authorized shares of
capital stock. As a result, any shares not voted (whether by abstention, broker
non-vote or otherwise) will have the same effect as a vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
PROPOSAL 3.

PROPOSALS TO APPROVE COMPENSATION PLANS

As set forth in the following proposals, the Company is currently seeking
approval of (i) the Second Amendment and Restatement of the Alabama National
BanCorporation Performance Share Plan (the "Performance Share Plan"), and (ii)
the Second Amendment and Restatement of the Alabama National BanCorporation
Annual Incentive Plan (the "Annual Incentive Plan"), in order to qualify certain
compensation payable thereunder for deductibility by the Company for Federal
income tax purposes.

The Board of Directors has adopted the Performance Share Plan to assure
that any awards made to the Company's executive officers which will vest, if at
all, upon the attainment of performance objectives will continue to qualify as
"other performance-based compensation" under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). In addition, the Board of
Directors has adopted the Annual Incentive Plan which will permit the Company to
award similarly qualified annual cash bonuses to the Company's executive
officers based on a determination by the Compensation Committee that performance
objectives established by the Compensation Committee and based on those criteria
set forth in the Annual Incentive Plan have been attained in whole or in part.
Future awards to

executive officers under each of these plans may be dependent on the approval of
the plans by the Company's Stockholders at the Annual Meeting.

Under Section 162(m) of the Code, no deduction is allowed in any taxable
year of the Company for compensation in excess of $1 million paid to each of its
Chief Executive Officer and its four most highly paid other executive officers
who are serving in such capacities as of the last day of such taxable year. An
exception to this rule applies to certain performance-based compensation that is
paid pursuant to a plan or program approved by the Company's Stockholders and
that specifies the performance objectives to be obtained, the class of employees
eligible to receive awards and the maximum amount that can be paid to eligible
employees under such plan or program. To qualify for the exception available for
performance-based compensation, Stockholders must approve the performance
objectives to which such awards relate.

On March 12, 2002, the closing price of the Company's Common Stock on the
NASDAQ National Market System was $35.10 per share.

PROPOSAL 4

APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT
OF THE ALABAMA NATIONAL BANCORPORATION
PERFORMANCE SHARE PLAN

The Board of Directors has adopted and is seeking approval by the
Stockholders of the Performance Share Plan. The purpose of the Performance Share
Plan is to further the long-term growth in profitability of the Company by
offering long-term incentives in addition to current compensation to key
employees of the Company who will be largely responsible for such growth.

The Performance Share Plan authorizes the award of performance shares to a
select group of executive officers and key employees which will vest based on
the attainment of certain preestablished levels of performance with respect to
certain objective measurements of performance set forth in the Performance Share
Plan.

The following summary of the Performance Share Plan is qualified in its
entirety by reference to the complete text of the plan, which is attached hereto
as Appendix B. The existence of the Performance Share Plan shall not preclude
the Company from making any additional payments outside the Performance Share
Plan to participants therein or to other employees.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
PROPOSAL 4.

Description of Performance Share Plan

Eligibility. The Performance Share Plan authorizes the Committee to make
awards of performance shares representing shares of the Company's Common Stock
(the "Performance Shares") to officers and other key employees of the Company
and its subsidiaries, including all of the Company's Named Executive Officers.
The number of eligible participants in the Performance Share Plan will vary from
year to year at the discretion of the Committee. During 2001, sixteen employees
(including all of the Company's Named Executive Officers) were eligible to
receive awards under the Performance Share Plan and it is expected that
approximately the same number of employees will be eligible for awards under the
Performance Share Plan in 2002.

Administration. The Performance Share Plan is administered by a Committee
designated by the Board of Directors which shall be composed of at least three
directors of the Company. The Compensation Committee currently serves as the
Committee. The Committee has the authority to determine (i) which eligible
employees will be participants, (ii) the performance objectives with respect to
any awards made thereunder, (iii) subject to the limitations set forth in the
Performance Share Plan, the terms and conditions of all awards made thereunder,
and (iv) subject to the maximum limitations set forth in the Performance Share
Plan, the amount of compensation that may be payable to any participant upon the
attainment of the applicable performance objectives.

Performance Criteria. The Committee will award a number of Performance
Shares with respect to a multi-year performance period (the "Performance
Period") and pursuant to performance objectives (the "Performance Objectives")
it shall establish. The Performance Objectives may be based upon any of the
following areas: (i) net income per share, (ii) return on average equity, and
(iii) other reasonable bases; PROVIDED THAT, unless the Committee otherwise
determines at the time of the grant of Performance Shares to an executive
officer, the Performance Objectives with respect to the award shall be related
to at least one of the criteria established in (i) and (ii), which may be
determined solely by reference to the performance of the Company, a subsidiary
or division or based on comparative performance relative to other companies. The
Performance Objectives selected by the Committee for each Performance Period
will be established prior to the beginning of such Performance Period (or at
such later time as may be permitted under Section 162(m) of the Code). A
determination of whether the applicable Performance Objectives have been
attained, in whole or in part, will be made by the Committee following the end
of the relevant Performance Period.

Payment. If the Committee determines that the Performance Objectives for a
Performance Period have been attained, a participant will be entitled to
receive, as soon as practicable after such determination has been made, a
payment equal to the value of one share of the Company's Common Stock for each
Performance Share earned with respect to such Performance Period. The
Performance Share Plan provides that payment of awards shall, unless otherwise
directed by the Committee, be made partly in shares of Common Stock and partly
in cash, with the cash portion being approximately equal to the Federal, state
and local taxes required to be withheld as a result of such award. The maximum
number of Performance Shares which may be earned under the Performance Share
Plan shall not exceed an aggregate of 400,000 subject to adjustment to reflect a
change in the Company's Common Stock. No participant may earn more than 25% of
the Performance Shares available under the Performance Share Plan.

Termination of Employment. If a participant's employment is terminated by
death, disability or by retirement on or after normal retirement age or prior to
normal retirement age at the request of the

Company, after any Performance Shares have been awarded, such participant will
receive a pro-rata payment with respect to any outstanding Performance Shares
based on the period of employment during the applicable Performance Period and
determined by reference to the performance achieved as of the end of the fiscal
year immediately preceding the termination date. If a participant's employment
is terminated by reason of (i) retirement prior to normal retirement age at the
request of the participant and approved in writing by the Company, (ii) the
divestiture of a business segment or a significant portion of the assets of the
Company, or (iii) a significant reduction by the Company in its work force, the
determination of whether any payment with respect to any unvested portion of an
award shall be at the discretion of the Committee. If a participant's employment
is terminated for any other reason, any unvested portion of a participant's
Performance Share award will be forfeited.

Amendment and Termination. The Board of Directors of the Company may amend,
suspend or terminate the Performance Share Plan at any time, provided that no
amendment may, without Stockholder approval, (i) increase the total number of
Performance Shares which may be awarded under the Performance Share Plan or (ii)
change the definition of Performance Share under the Performance Share Plan.
Notwithstanding anything else in the Performance Share Plan to the contrary, no
awards may be made to participants under the Performance Share Plan after
December 31, 2005.

Plan Termination. In the event the Board of Directors terminates the
Performance Share Plan, such termination shall not adversely affect any right or
obligation with respect to a Performance Share Award theretofore made.

Change in Control. In the event of a Change in Control (as defined in the
Performance Share Plan), the Performance Share Plan will automatically terminate
and each participant shall be deemed to have earned Performance Shares with
respect to all outstanding awards based upon performance as of the December 31st
preceding the date of such Change in Control, provided that, in no event shall
the number of Performance Shares earned be less than the aggregate number of
Performance Shares at the target performance level with respect to all such
outstanding awards. Each Performance Share so earned shall be canceled in
exchange for a payment in cash of an amount equal to the greater of the value of
the Common Stock immediately preceding such Change in Control or the value as
determined in connection with such Change in Control. In addition, each of the
Named Executive Officers have entered into Employment Continuation Agreements
with the Company which could impact the amount of Performance Share Award
payments upon a Change in Control. See "Employment Continuation Agreements."

Deferral of Payments of Performance Shares. Each participant who is a
management or highly compensated employee and who is entitled to participate in
the Alabama National BanCorporation Deferral of Compensation Plan for Key
Employees may elect to defer payment of any Performance Share payment in
accordance with said deferral plan.

Federal Income Tax Consequences

The following is a brief summary of the significant aspects of current
Federal income tax treatment of the Performance Share Awards that may be granted
under the Performance Share Plan. This summary does not cover the tax effect, if
any, of any state or local tax laws or any foreign tax laws.

Payments made under the Performance Share Plan will be taxable to the
recipients thereof when paid, and the Company or the subsidiary of the Company
which employs or employed the recipient will generally be entitled to a Federal
income tax deduction in the calendar year for which the amount is paid. To the
extent that payment is made in the form of Common Stock, the amount of taxable
income to the participant and the deduction to the Company will be equal to the
fair market value of the Common Stock on the date of payment.

New Plan Benefits Table

Because payment of any award will be contingent on the attainment of
Performance Objectives established for such Performance Period by the Committee,
the amounts payable to eligible participants under the Performance Share Plan
for any calendar year during which the Performance Share Plan is in effect
cannot be determined. The table set forth below illustrates the estimated
amounts that were payable for 2001 under the Performance Share Plan to each of
the individuals and to the executive officers as a group. Non-employee directors
do not participate in the Performance Share Plan.

NEW PLAN BENEFITS

Name and Position Dollar Value ($)
----------------- ----------------

John H. Holcomb, III
Chairman of the Board and Chief Executive Officer $133,112

Victor E. Nichol, Jr.
Vice Chairman $106,489

Richard Murray, IV
President and Chief Operating Officer $ 70,993

William E. Matthews, V
Executive Vice President and Chief Financial Officer $ 70,993

All Executive Officers
as a group (five persons) $452,580

PROPOSAL 5

APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT
OF THE ALABAMA NATIONAL BANCORPORATION
ANNUAL INCENTIVE PLAN

To further its policy of providing the Company's key employees the
opportunity to earn competitive levels of incentive compensation based primarily
on the performance of the Company, the Board of Directors adopted the original
Annual Incentive Plan in 1996. The Board of Directors has since amended the plan
and adopted additional amendments to the Annual Incentive Plan effective
February 27, 2002. The existing Annual Incentive Plan is attached as Appendix C.

The principal features of the Annual Incentive Plan are summarized below.
The description below is qualified in its entirety to a complete text of the
Annual Incentive Plan, which is attached hereto as Appendix C. The existence of
the Annual Incentive Plan shall not preclude the Company from making additional
payments outside the Annual Incentive Plan to participants therein or to other
employees.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
PROPOSAL 5.

Description of Annual Incentive Plan

Eligibility. The Annual Incentive Plan authorizes the Compensation
Committee to award annual incentive compensation to officers and other key
employees of the Company and its subsidiaries, including all of the Company's
Named Executive Officers. The number of eligible participants in the Annual
Incentive Plan will vary from year to year at the discretion of the Compensation
Committee. During 2001, approximately seven employees (including all of the
Company's Named Executive Officers) were eligible to receive incentive
compensation under the predecessor to the Annual Incentive Plan and it is
expected that approximately the same number of employees will be eligible for
the Annual Incentive Plan in 2002.

Performance Criteria. At the beginning of each calendar year (or such other
date as may be required or permitted under Section 162(m)), the Compensation
Committee will establish performance objectives that must be attained in order
for the Company to pay bonuses under the Annual Incentive Plan. The performance
objectives will be based upon one or more of the following criteria: (i) net
income; (ii) operating income; (iii) income per share; (iv) return on equity;
(v) return on assets; (vi) return on average equity; (vii) return on average
assets; (viii) total return; (ix) division or subsidiary income; or (x) other
reasonable bases; PROVIDED THAT, to the extent required by Section 162(m), all
awards made to certain executive officers of the Company will be based upon the
criteria in (i) through (ix) above.

Payment of Annual Awards. If any of the performance objectives established
by the Compensation Committee is satisfied, the Compensation Committee may award
an annual bonus to an eligible participant in an amount equal to 200% of such
participant's base salary, up to a maximum of $900,000. The Compensation
Committee has the discretion to pay amounts which are less than the maximum
amount payable under the Annual Incentive Plan based on individual performance
or such other criteria as the Compensation Committee shall deem relevant, and
may establish annually rules or procedures that will limit the amounts payable
to each participant to a level which is below the maximum amount authorized.

Administration. The Compensation Committee shall administer and interpret
the Annual Incentive Plan in all events. The Annual Incentive Plan shall be
interpreted in a manner which is consistent with the requirements to qualify the
payments made thereunder as performance-based compensation under Section 162(m).
Prior to making any payment to any executive officer pursuant to the Annual
Incentive Plan, the Compensation Committee must ensure that the performance
objectives have been attained and must approve the amount payable to such
executive officer.

Amendment and Termination. The Board of Directors may at any time amend,
terminate or suspend the Annual Incentive Plan. However, no such action shall be
effective without approval by the Stockholders of the Company to the extent that
such approval is required to continue to qualify the payments under the Annual
Incentive Plan for treatment as performance-based compensation under Section
162(m).

Deferral of Payments Under Annual Incentive Plan. Each participant who is a
management or highly compensated employee and who is entitled to participate in
the Alabama National BanCorporation Deferral of Compensation Plan for Key
Employees may elect to defer payments made under the Annual Incentive Plan in
accordance with said deferral plan.

Federal Income Tax Consequences

Payments made under the Annual Incentive Plan will be taxable to the
recipients thereof when paid, and the Company or the subsidiary of the Company
which employs or employed the recipient will generally be entitled to a Federal
income tax deduction in the calendar year for which the amount is paid.

New Plan Award Table

Because payment of any award will be contingent on the attainment of
performance objectives established for such year by the Committee, the amounts
payable to eligible participants under the Annual Incentive Plan for any
calendar year during which the Annual Incentive Plan is in effect cannot be
determined. The table set forth below illustrates the amounts that were payable
for 2001 under the predecessor to the Annual Incentive Plan to each of the
individuals and to the executive officers as a group. Non-employee directors do
not participate in the Annual Incentive Plan.

NEW PLAN BENEFITS

Name and Position Dollar Value ($)
----------------- ----------------

John H. Holcomb, III
Chairman of the Board and Chief Executive Officer $167,000

Victor E. Nichol, Jr.
Vice Chairman $114,700

Dan M. David
Vice Chairman $ 74,000

Richard Murray, IV
President and Chief Operating Officer $103,500

William E. Matthews, V
Executive Vice President and Chief Financial Officer $ 93,500

All Executive Officers
as a group (seven persons) $632,700

PROPOSAL 6

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

General

The independent public accounting firm of PricewaterhouseCoopers LLP (and
its predecessor, Coopers & Lybrand, LLP) has been engaged by the Company since
1996, and has audited the financial statements of the Company for the year ended
December 31, 2001.

At the direction of the Board of Directors, the ratification of the
appointment of PricewaterhouseCoopers LLP for the year ending December 31, 2002
is being presented to the Stockholders for approval at the Annual Meeting (the
"Appointment of Accountants"). If the Appointment of Accountants is not
ratified, the Board of Directors will reconsider its appointment of independent
accountants. It is expected that a representative of PricewaterhouseCoopers LLP
will be present at the Annual Meeting to respond to appropriate questions, and
will be given the opportunity to make a statement if he so desires.

Vote Required; Board Recommendations

The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting is required to approve the Appointment of Accountants.
Accordingly, abstentions or broker non-votes will not affect the Appointment of
Accountants. Unless instructed to the contrary, the shares represented by the
proxies will be voted to approve the Appointment of Accountants.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
PROPOSAL 6.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of ANB does
not know of any business which will be presented for consideration at the Annual
Meeting other than that specified herein and in the Notice of Annual Meeting of
Stockholders, but if other matters are presented, it is the intention of the
persons designated as proxies to vote in accordance with their judgment on such
matters.

DEADLINE FOR SHAREHOLDER PROPOSALS

Proposals of Stockholders intended to be presented at ANB's 2003 Annual
Meeting of Stockholders must be received by ANB by November 21, 2002 to be
considered for inclusion in ANB's proxy statement relating to such meeting.

A Stockholder must notify ANB before February 4, 2003 of a proposal for the
2003 Annual Meeting which the Stockholder intends to present other than by
inclusion in ANB's proxy material. If ANB does not receive such notice prior to
February 4, 2003, proxies solicited by the Board of Directors of ANB will be
deemed to have conferred discretionary authority to vote upon any such

matter. Any proposal must be submitted in writing by Certified Mail - Return
Receipt Requested, to Alabama National BanCorporation, Attention: John H.
Holcomb, III, 1927 First Avenue North, Birmingham, Alabama 35203.

A COPY OF ANB'S 2001 ANNUAL REPORT TO STOCKHOLDERS WHICH INCLUDES ANB'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001, INCLUDING THE
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES THERETO, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, IS ENCLOSED WITH THIS PROXY STATEMENT.
IF SUCH ANNUAL REPORT IS NOT SO INCLUDED, PLEASE ADDRESS NOTIFICATION TO ALABAMA
NATIONAL BANCORPORATION, ATTENTION: KIMBERLY MOORE, CORPORATE SECRETARY, 1927
FIRST AVENUE NORTH, BIRMINGHAM, ALABAMA 35203.

APPENDIX A
----------

RESTATED CERTIFICATE OF INCORPORATION OF
ALABAMA NATIONAL BANCORPORATION

----------

Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware

----------

The undersigned, Alabama National BanCorporation (the "Corporation"),
a corporation existing under the laws of the State of Delaware, hereby
certifies as follows:

1. The name of the Corporation is ALABAMA NATIONAL BANCORPORATION.

2. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on February 28,
1994.

3. The Restated Certificate of Incorporation as hereinafter set forth
has been duly adopted in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware.

4. The text of the Certificate of Incorporation is amended and restated in
full to read as follows:

FIRST. The name of the Corporation is Alabama National BanCorporation.

SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

THIRD. The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on are to do any or all the
things herein mentioned, as fully and to the same extent as natural persons
might or could do, and in any part of the world, and to engage in any
lawful act or activity for which Corporations may be organized under the
General Corporation Law of the State of Delaware, as amended.

A-1

FOURTH.

A. The total number of shares of stock which the Corporation shall
have authority to issue is twenty-seven million six hundred thousand
(27,600,000) shares, consisting of twenty-seven million five hundred
thousand (27,500,000) shares of Common Stock, par value $1.00 per share
(the "Common Stock"), and one hundred thousand (100,000) shares of
Preferred Stock, par value $1.00 per share (the "Preferred Stock").

B. Shares of Preferred Stock may be issued from time to time in one or
more classes or series as may be determined from time to time by the Board
of Directors of the Corporation (the "Board of Directors"), each such class
or series to be distinctly designated. Except in respect of the particulars
fixed by the Board of Directors for classes or series provided for by the
Board of Directors as permitted hereby, all shares of Preferred Stock shall
be of equal rank and shall be identical. All shares of any one series of
Preferred Stock so designated by the Board of Directors shall be alike in
every particular except that shares of any one series issued at different
times may differ as the dates from which dividends thereon shall be
cumulative. The voting rights, if any, of each such class or series and the
preferences and relative, participating, optional and other special rights
of each such class or series and the qualifications, limitations and
restrictions thereof, if any, may differ from those of any and all other
classes or series at any time outstanding; and the Board of Directors of
the Corporation is hereby expressly granted authority to fix, by
resolutions duly adopted prior to the issuance of any shares of a
particular class or series of Preferred Stock so designated by the Board of
Directors, the voting powers of stock of such class or series, if any, and
the designations, preferences and relative, participating, optional and
other special rights and the qualifications, limitations and restrictions
of such class or series, including, but without limiting the generality of
the foregoing, the following:

(1) The distinctive designation of, and the number or
shares of Preferred Stock, which shall constitute such class or
series, and such number may be increased (except where otherwise
provided by the Board of Directors) or decreased (but not below
the number of shares thereof then outstanding) from time to time
by like action of the Board of Directors;

(2) The rate and time at which, and the terms and
conditions upon which, dividends, if any, on Preferred Stock of
such class or series shall be paid, the extent of the preference
or relation, if any, of such dividends to the dividends payable
on any other class or classes or series of the same or other
classes of stock and whether such dividends shall be cumulative
or non-cumulative;

(3) The right, if any, of the holders of Preferred
Stock of such class or series to convert the same into, or
exchange the same for shares of any other class or classes or of
any series of the same or any other class or classes of stock and
the terms and conditions of such conversion or exchange;

(4) Whether or not Preferred Stock of such class or
series shall be subject to redemption, and the redemption price
or prices and the time or times at which, and the terms and
conditions upon which, Preferred Stock of such class or series
may be redeemed;

A-2

(5) The rights, if any, of the holders of Preferred
Stock of such class or series upon the voluntary or involuntary
liquidation of the Corporation;

(6) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the Preferred Stock
of such class or series; and

(7) The voting powers, if any, of the holders of
Preferred Stock of such class or series.

C. Except as otherwise provided in this Certificate of Incorporation,
the Board of Directors shall have authority to authorize the issuance, from
time to time without any vote or other action by the stockholders, of any
or all shares of stock of the Corporation of any class or series at any
time authorized, and any securities convertible into or exchangeable for
any such shares, and any options, rights or warrants to purchase or acquire
any such shares, in each case to such persons and on such terms (including
as a dividend or distribution on or with respect to, or in connection with
a split or combination of, the outstanding shares of stock of the same or
any other class) as the Board of Directors from time to time in its
discretion lawfully may determine; provided, however, that the
consideration for the issuance of shares of stock of the Corporation having
par value (unless issued as such a dividend or distribution or in
connection with such a split or combination) shall not be less than such
par value. Shares so issued shall be fully paid stock, and the holders of
such stock shall not be liable to any further call or assessments thereon.

D. Each holder of Common Stock shall be entitled to one vote for each share
of Common Stock held by him.

E. The term "Voting Stock" shall mean all stock of the Corporation which by
its terms may be voted on all matters submitted to the stockholders of the
Corporation.

FIFTH. The number of Directors which shall constitute the whole Board
of Directors shall be as determined from time to time by resolution and
adopted by the affirmative vote of a majority of the Board of Directors,
but shall not be less than three (3) or more than twenty (20) Directors;
provided that the number of Directors shall not be decreased if such
decrease would have the effect of shortening the term of an incumbent
Director.

SIXTH.

A. No action shall be taken by stockholders of the Corporation except
at an annual or special meeting of stockholders of the Corporation, and the
right of stockholders to act by written consent in lieu of a meeting is
specifically denied.

B. The Board of Directors shall have concurrent power with the
stockholders as set forth in this Certificate of Incorporation to adopt,
amend, or repeal (collectively "Amend") the ByLaws of the Corporation. The
Board of Directors may Amend the ByLaws of the Corporation upon the
affirmative vote of the number of directors which shall constitute, under
the terms of the ByLaws, the action of the Board of Directors. The
stockholders may amend the ByLaws of the Corporation upon the affirmative
vote of the holders of not less than a majority of the votes entitled to be
cast by the holders of all of the outstanding shares of the Voting Stock,
voting together as a class.

A-3

SEVENTH. Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder
thereof, or on application of any receiver or receivers appointed for the
Corporation under the provisions of Section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the provisions of Section 279
of Title 8 of the Delaware Code, order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of the Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the Corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court
to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

EIGHTH. No Director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for a breach of a
fiduciary duty as a Director, except that a Director may be liable (a) for
any breach of the Director's duty of loyalty to the Corporation or its
stockholders, (b) for acts and omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174
of the Delaware General Corporation Law, as amended, or any successor
provision thereto, and (d) for any transaction from which the Director
derives any improper personal benefits. Neither the repeal or the
modification of this Article EIGHTH nor the adoption of any provisions of
the Certificate of Incorporation of the Corporation inconsistent with this
Article EIGHTH shall adversely affect the rights of any Director of the
Corporation with respect to any matter occurring, or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise,
prior to such repeal, modification or adoption or an inconsistent
provision.

NINTH. When considering a merger, consolidation, business combination
(as defined in Section 203 of the Delaware General Corporation Law) or
similar transaction, the Board of Directors, committees of the Board of
Directors, individual Directors and individual Officers may, in considering
the best interests of the Corporation and its stockholders, consider the
effects of any such transaction upon the employees, customers and suppliers
of the Corporation, and upon communities in which offices of the
Corporation are located, to the extent permitted by Delaware law.

[SIGNATURE PAGE FOLLOWS]

A-4

IN WITNESS WHEREOF, Alabama National BanCorporation has caused this
Restated Certificate of Incorporation to be signed by John H. Holcomb, III,
its Chairman and Chief Executive Officer, this day of , 2002.
----- -------------

ALABAMA NATIONAL BANCORPORATION

By:
-------------------------------------
John H. Holcomb, III
Chairman and Chief Executive Officer

A-5

APPENDIX B
----------

SECOND AMENDMENT AND RESTATEMENT OF THE
ALABAMA NATIONAL BANCORPORATION
PERFORMANCE SHARE PLAN

1. Purpose. The purpose of the Alabama National BanCorporation Performance
Share Plan (the "Plan") is to further the long-term growth in profitability
of Alabama National BanCorporation (the "Company") by offering long-term
incentives in addition to current compensation to those key executives who
will be largely responsible for such growth.

2. Certain Definitions.

(a) "Award" means the award of Performance Shares to a Participant pursuant
to the terms of the Plan.

(b) "Award Period" means the period of calendar years (but no more
than five years) fixed by the Committee with respect to all Awards with the
same Date of Grant, commencing with each Date of Grant, except that (i) the
Award Period for an Employee whose normal retirement date (as determined
under the Company's corporate policy covering retirement of salaried
employees) is less than the period otherwise fixed by the Committee from
the applicable Date of Grant shall be the period beginning with such Date
of Grant and ending on the December 31st immediately preceding such normal
retirement date and (ii) the Award Period for a recently hired Employee may
be for such lesser period as determined by the Committee.

(c) "Committee" means the committee of the Board of Directors of the
Company which shall administer the Plan in accordance with Section 3.

(d) "Common Stock" means the common stock, par value $1.00 per share, of
the Company.

(e) "Company" means Alabama National BanCorporation, a Delaware
corporation.

(f) "Date of Grant" means as of January 1 of any year in which an Award is
made.

(g) "Employee" means any person (including any officer) employed by
the Company or any subsidiary of the Company on a full-time salaried basis.

(h) "Fair Market Value" of the Common Stock means the average of the
daily closing prices for a share of the Common Stock for the twenty (20)
trading days ending on the fifth business day prior to the date of payment
of Performance Shares for an Award Period or an Interim Period, as the case
may be, on the Composite Tape for New York Stock Exchange - Listed Stocks,
or, if the Common Stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on which the Common Stock is
listed, or, if the Common Stock is not listed on any such Exchange, the
average of the daily closing bid quotations with respect to a share of the
Common Stock for such twenty (20) trading days on the National Association
of Securities Dealers, Inc., Automated Quotations System or any system then
in use.

B-1

(i) "Interim Period" means a period of calendar years chosen by the
Committee commencing with any Date of Grant, which period is less than the
Award Period commencing on the Date of Grant.

(j) "Net Income Per Share" for the Company, or any other corporation,
means net income for the year divided by average common shares outstanding
during the year, computed in accordance with generally accepted accounting
principles as reported in the Company's Annual Report to Stockholders or
its equivalent.

(k) "Participant" means an Employee who is selected by the Committee to
receive an Award under the Plan.

(l) "Performance Share" means the equivalent of one share of Common Stock.

(m) "Return on Average Equity" for the Company, or any other
corporation, for a period is obtained by dividing (i) Net Income Per Share
of Common Stock for the year, by (ii) average Stockholders' Equity Per
Share at the beginning of the year and at the end of the year, computed in
accordance with generally accepted accounting principles as reported in the
Company's Annual Report to Stockholders or its equivalent.

(n) "Section 162(m)" means Section 162(m) of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder.

(o) "Stockholders' Equity Per Share" for the Company, or any other
corporation, for a particular point in time is obtained by dividing (i)
stockholders' equity by (ii) outstanding common shares, computed in
accordance with generally accepted accounting principles as reported in the
Company's Annual Report to Stockholders or its equivalent.

3. Administration of the Plan. The Plan shall be administered by a
Committee designated by the Board of Directors, which shall be composed of
not less than three members of the Board of Directors. No member of the
Committee shall be eligible to participate in the Plan while serving as a
member of the Committee. Initially, the Committee shall be the Compensation
Committee. Subject to the provisions of the Plan, the Committee shall have
the authority to select the Employees who are to participate in the Plan,
to determine the Award to be made to each Employee selected to participate
in the Plan, and to determine the conditions subject to which Awards will
become payable under the Plan.

The Committee shall have full power to administer and interpret the
Plan and to adopt such rules and regulations consistent with the terms of
the Plan as the Committee deems necessary or advisable in order to carry
out the provisions of the Plan. Except as otherwise provided in the Plan,
the Committee's interpretation and construction of the Plan and its
determination of any conditions applicable to Performance Share Awards or
the reasons for any terminations of Participants shall be conclusive and
binding on all Participants.

In connection with its determination as to the payment of Performance
Shares, the Committee has full discretion to adjust Net Income Per Share or
Stockholders' Equity Per Share to recognize special or nonrecurring
situations or circumstances for the Company, or any other corporation, for
any year.

The Plan shall be unfunded. Benefits under the Plan shall be paid from
the general assets of the Company.

B-2

4. Participation. Participants in the Plan shall be selected by the Committee
from those Employees who, in the estimation of the Committee, have a substantial
opportunity to influence the long-term profitability of the Company.

5. Performance Share Awards.

(a) After appropriate approval of the Plan, and thereafter from time
to time, the Committee shall select Employees to receive Awards in any year
as of the Date of Grant. Any Employee may be granted more than one Award
under the Plan, but no Employee may be granted, in the aggregate, more than
25% of the Performance Shares which are the subject of this Plan. Awards of
Performance Shares hereunder shall not be made unless any such Award is in
compliance with all applicable laws.

(b) No Participant shall be entitled to receive any dividends or
dividend equivalents on Performance Shares; with respect to any Performance
Shares, no Participant shall have any voting or any other rights of a
Company stockholder; and no Participant shall have any interest in or right
to receive any shares of Common Stock prior to the time when the Committee
determines the form of payment of Performance Shares pursuant to Section 6.

(c) Payment of the Award to any Participant shall be made in
accordance with Section 6 and shall be subject to such conditions for
payment as the Committee may prescribe at the time the Award is made. The
Committee may prescribe different conditions for different Participants.
Such conditions may be expressed in terms of: i) the growth in Net Income
Per Share during the Award Period, or ii) average Return on Average Equity
in comparison with other banks and bank holding companies, or iii) other
reasonable bases; provided that, to the extent the Committee determines
that it is necessary to qualify compensation under Section 162(m), the
performance criteria shall be based on one or more of the criteria listed
in (i) or (ii) above. The Committee may prescribe conditions such that
payment of an Award may be made with respect to a number of shares of
Common Stock that is greater than the number of Performance Shares awarded.
However, the Committee may not provide for payment of greater than 125% of
the number of Performance Shares awarded.

(d) Each Award shall be made in writing and shall set forth the terms
and conditions set by the Committee for payment of such Award including,
without limitation, the length of the Award Period and whether there will
be an Interim Period with respect to the Award and if so, the length of the
Interim Period.

6. Payment of Performance Share Awards.

(a) Subject to the right of certain management or highly compensated
employees to defer payment of an Award as discussed in this Section 6(b)
below, payment of Performance Share Awards shall be as follows:

Each Participant granted an Award shall be entitled to payment of
the Award as of the close of the Award Period applicable to such
Award, but only if and after the Committee has determined that the
conditions for payment of the Award set by the Committee have been
satisfied. At the time of grant of each Award, the Committee shall
decide whether there will be an Interim Period. If the Committee
determines that there shall be an Interim Period for the Award to any
Participant, each such Participant granted an Award with an Interim
Period shall be entitled to partial payment on account thereof as of
the close of the Interim Period, but only if and after the

B-3

Committee has determined that the conditions for partial payment of
the Award set by the Committee have been satisfied. Performance Shares
paid to a Participant for an Interim Period may be retained by the
Participant and shall not be repaid to the Company, notwithstanding
that based on the conditions set for payment at the end of the Award
Period such Participant would not have been entitled to payment of
some or any of his Award. Any Performance Shares paid to a Participant
for the Interim Period during an Award Period shall be deducted from
the Performance Shares to which such Participant is entitled at the
end of the Award Period.

Unless otherwise directed by the Committee, payment of Awards
shall be made as promptly as possible by the Company after the
determination by the Committee that payment has been earned. Unless
otherwise directed by the Committee, all payments of Awards to
Participants shall be made partly in shares of Common Stock and partly
in cash, with the cash portion being approximately equal to the amount
of federal, state and local taxes which the Participant's employer is
required to withhold on account of said payment. The Committee, in its
discretion, may provide for payment of cash and distribution of shares
of Common Stock in such other proportions as the Committee deems
appropriate, except and provided that the Committee must pay in cash
an amount equal to the federal, state and local taxes which the
Participant's employer is required to withhold on account of said
payment. There shall be deducted from the cash portion of all Awards
all taxes to be withheld with respect to such Awards.

For payment of each Award, the number of shares of Common Stock
to be distributed to Participants shall equal the Fair Market Value of
the total Performance Shares determined by the Committee to have been
earned by the Participant, less the portion of the Award that was paid
in cash, divided by the Fair Market Value of a Performance Share. To
the extent that shares of Common Stock are available in the treasury
of the Company on the date payment is to be made, such shares may be
issued in payment of Awards.

(b) Each Participant who is a management or highly compensated
employee and who is entitled to participate in the Alabama National
BanCorporation Deferral of Compensation Plan for Key Employees may elect to
defer payment of any Award in accordance with said plan.

7. Death or Disability. If, prior to the close of an Award Period, a
Participant's employment terminates by reason of his death or by his total
and permanent disability (as determined under the Company's Pension Plan),
payment of his outstanding Award or Awards shall be made as promptly as
possible after death or the date of the determination of total and
permanent disability, and the number of Performance Shares to be paid shall
be computed as follows: First, determine (based on the conditions set by
the Committee for payment of Awards for the subject Award Period) the
number of Performance Shares that would have been paid if each subject
Award Period had ended on the December 31st immediately preceding the date
of death or the date of determination of total and permanent disability.
Then, multiply each above-determined number by a fraction, the numerator of
which is the number of months during the subject Award Period that the
Participant was an active Employee, and the denominator of which is the
number of months in the Award Period. This product shall be reduced by any
Performance Shares for which payment has been made with respect to any
Interim Period during each Award Period. In this instance, the Fair Market
Value of the Common Stock shall be based on the twenty (20) days
immediately preceding the date of death or the date of the determination of
total and permanent disability.

B-4

8. Retirement Prior to Close of an Award Period. If, prior to the close of
an Award Period, a Participant's employment terminates by reason of his
retirement on or after his normal retirement date (as determined under the
Company's Pension Plan) or prior to his normal retirement date if such
retirement was at the request of his employer, payment of the Participant's
outstanding Award or Awards will be made as promptly as possible after such
retirement and such payment shall be computed in the same manner as in
Section 7, using the effective date of retirement in place of the date of
death or determination of total and permanent disability.

9. Termination Under Certain Circumstances. If, prior to the close of an
Award Period, a Participant's employment terminates by reason of (i) his
retirement prior to his normal retirement date (as determined under the
Company's Pension Plan) and such retirement was at the request of the
Participant and approved in writing by his employer, (ii) the divestiture
by the Company of one or more of its business segments or a significant
portion of the assets of a business segment, or (iii) a significant
reduction by the Company in its salaried work force, the determination of
whether such Participant shall receive payment of his outstanding Award or
Awards shall be within the exclusive discretion of the Committee. Payment,
if any, of his Award or Awards to such Participant shall be made as of the
close of each such Award Period by multiplying the amount of payment
otherwise due under the Award at that date had the Participant remained
employed through such date by a fraction, the numerator of which is the
number of months during the subject Award Period that the Participant was
an active Employee and the denominator of which is the number of months in
the Award Period.

10. Voluntary Termination or Discharge. If, prior to the close of an Award
Period, a Participant's status as an Employee terminates and there is no
payment due under the terms of Sections 7, 8, 9, or 20, all of such
Participant's outstanding Performance Shares shall forthwith and
automatically be canceled and all rights of the former holder of such
canceled Performance Shares in respect to such canceled Performance Shares
shall forthwith terminate.

11. Limitation on Awards and Payments. The maximum number of Performance
Shares which may be awarded under the Plan shall not exceed an aggregate of
400,000 (except as adjusted in accordance with Section 18); provided,
however, that since January 1, 1996 for the term of the Plan, payments of
Awards shall involve no more than 400,000 shares of Common Stock (similarly
adjusted in accordance with Section 18). If any Performance Shares awarded
under the Plan are not paid because of death, total and permanent
disability, retirement, voluntary termination, discharge or cancellation or
because they lapse when conditions to their payment are not met, they shall
thereupon become available again for award under the Plan.

12. Term of Plan. This Plan was originally effective January 1, 1996 as it
was approved by the stockholders of the Company at the Annual Meeting of
Stockholders held on June 6, 1996. This Plan was first amended pursuant to
an Amendment approved by the Board of Directors of the Company at a meeting
held on April 16, 1998. This Restated Plan shall be effective April 20,
2000, as it was approved by the Board of Directors of the Company at a
meeting held on April 20, 2000. The Board of Directors of the Company may
terminate the Plan at any time. If not sooner terminated, the Plan will
expire on the date on which all of the Performance Shares subject to award
under the Plan have been paid, but no grant of Awards may be made after
December 31, 2005. Termination or expiration shall not adversely affect any
right or obligation with respect to an Award theretofore made.

13. Cancellation of Performance Shares. With the written consent of a
Participant holding Performance Shares granted to him under the Plan, the
Committee may cancel such Performance Shares.

B-5

In the event of any such cancellation, all rights of the former holder of
such canceled Performance Shares in respect to such canceled Performance
Shares shall forthwith terminate; and in no such event may such Participant
be granted another Award within twelve months thereafter.

14. No Assignment of Interest. The interest of any Participant in the Plan
shall not be assignable, either by voluntary assignment or by operation of
law, and any assignment of such interest, whether voluntary or by operation
of law, shall render the Award void, except that cash or shares of Common
Stock payable under the Plan shall be transferable by testamentary will or
by the laws of descent and distribution. All shares of Common Stock paid
pursuant to this Plan are to be taken subject to an investment
representation by the Participant or other recipient that any such shares
are acquired for investment and not with a view to distribution and that
such shares shall not be transferred or sold until registered in compliance
with the Securities Act of 1933 or unless an exemption therefrom is
available in the opinion of the counsel for the Company.

15. Designation of Beneficiary. Each Participant may designate a
beneficiary or beneficiaries (which beneficiary may be an entity other than
a natural person) to receive any payments which may be made following the
Participant's death. Such designation may be changed or canceled at any
time without the consent of any such beneficiary. Any such designation,
change or cancellation must be made in a form approved by the Compensation
Committee and shall not be effective until received by the Compensation
Committee. If no beneficiary has been named, or the designated beneficiary
or beneficiaries shall have predeceased the Participant, the beneficiary
shall be the Participant's spouse or, if no spouse survives the
Participant, the Participant's estate. If a Participant designates more
than one beneficiary, the rights of such beneficiaries shall be payable in
equal shares, unless the Participant has designated otherwise.

16. Employment Rights. An Award made under the Plan shall not confer any right
on the Participant to continue in the employ of the Company or any subsidiary or
limit in any way the right of his employer to terminate his employment at any
time.

17. Expenses. The expenses of administering the Plan shall be borne by the
Company.

18. Dilution, Recapitalization and Other Adjustments. In case the Company
shall at any time issue any shares of Common Stock (i) in a stock split or
other increase of outstanding shares of Common Stock, by reclassification
or otherwise, whereby the par value of shares is reduced, or (ii) in
payment of a stock dividend, the number of Performance Shares which have
been awarded but not paid, the maximum number of Performance Shares which
may be awarded under the Plan, and the maximum number of shares of Common
Stock which may be issued in payment of the Awards (see Section 11) shall
be increased proportionately; and in like manner, in case of any
combination of shares of Common Stock, by a reverse stock split,
reclassification or otherwise, the number of Performance Shares which have
been awarded but not paid, the maximum number of Performance Shares which
may be awarded under the Plan, and the maximum number of shares of Common
Stock which may be issued in payment of the Awards shall be reduced
proportionately.

19. Amendment and Termination of the Plan. The Board of Directors of the
Company may amend, suspend or terminate the Plan at any time; provided,
however, that no amendment may, without stockholder approval, increase the
total number of Performance Shares which may be awarded or paid under the
Plan or change the definition of Performance Share.

B-6

20. Plan Termination. The Board of Directors may terminate the Plan at any
time in their discretion and in such event no Awards shall be made after
the date of such Plan Termination. Payment of all Awards outstanding at the
date of Plan Termination shall be made as promptly as possible after such
date and payment of each such Award shall be computed in the same manner as
in Section 7 using the effective date of Plan Termination in place of the
date of death or the date of the determination of total and permanent
disability, except that the Common Stock will be priced at Fair Market
Value based on the twenty (20) trading days immediately preceding the date
of Plan Termination.

21. Change in Control. In the event of a Change in Control, each
Participant shall be deemed to have earned Performance Shares with respect
to each of his or her Awards outstanding at the date of such Change in
Control. The number of Performance Shares so earned shall be computed by
determining (based on the conditions set by the Committee for payment of
Awards for the subject Award Period) the number of Performance Shares that
would have been paid if each subject Award Period had ended on the December
31st immediately preceding the Change of Control provided that in no event
shall the number of Performance Shares earned be less than the aggregate
number of Performance Shares at the target performance level (as identified
in the applicable award letter) with respect to all such Awards. Thus, in
the event of a Change in Control, the minimum Performance Shares to be
awarded shall be equal to the aggregate number of Performance Shares that
would have been awarded at the end of the Award Period(s) if the target
performance level(s) applicable thereto had been met. Performance Share
Awards granted in the year of the Change in Control shall be earned at the
same percentage as Awards granted in the year preceding the year of the
Change in Control. Each Performance Share so earned shall be canceled in
exchange for an immediate payment in cash of an amount equal to the Change
in Control Price.

For purposes of this Section 21, the following terms shall have the
meanings ascribed thereto:

"Change in Control" means (i) acquisition by any person (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934
(the "Exchange Act")) of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of 20% or more of the Common Stock
then outstanding; or (ii) the consummation of (A) any consolidation or
merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Common Stock
are converted into cash, securities or other property, other than a
merger of the Company in which the holders of Common Stock immediately
prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger as
they had in Common Stock immediately prior to the merger, or (B) any
sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the
assets of the Company, including, without limitation, any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all, of the assets of the
Company.

"Change in Control Price" means the greater of (x) the price per
share of Common Stock immediately preceding any transaction resulting
in a Change in Control or (y) the highest price per share of Common
Stock offered in conjunction with any transaction resulting in a
Change in Control (as determined in good faith by the Committee if any
part of the offered price is payable other than in cash).

22. Construction. The use of the masculine gender herein shall be deemed to
refer to the feminine as well. All headings are included for convenience of
reference and shall not be deemed a part of this Plan.

B-7

23. Interpretation. Notwithstanding anything else contained in this Plan to
the contrary, if any Award of Performance Shares is intended, at the time
of grant, to be other performance based compensation within the meaning of
Section 162(m)(4)(C) of the Code, to the extent required to so qualify any
award hereunder, the Committee shall not be entitled to exercise any
discretion otherwise authorized under this Plan with respect to such Award
if the ability to exercise such discretion (as opposed to the exercise of
such discretion) would cause such Award to fail to qualify as other
performance based compensation.

B-8

APPENDIX C
----------

SECOND AMENDMENT AND RESTATEMENT OF THE
ALABAMA NATIONAL BANCORPORATION
ANNUAL INCENTIVE PLAN

1. Plan Purpose. The purpose of the annual incentive plan (the "Plan") is to
------------
reward certain key employees of Alabama National BanCorporation (the
"Corporation") with a variable component of pay based upon performance. For
any given year of this Plan (a "Plan Year"), this variable award can only
be earned if the predetermined performance criteria outlined in this Plan
are met for such Plan Year. The Plan is designed to assure that amounts
paid to certain key employees of the Corporation will not fail to be
deductible by the Corporation for Federal income tax purposes because of
the limitations imposed by Section 162(m) of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder ("Section
162(m)").

Financial performance criteria will be established each Plan Year for
the Corporation, each of its divisions and each of its subsidiaries. Annual
incentive awards will be based upon performance in relation to these
predetermined criteria.

2. Effective Date. The effective date of this amendment and restatement of the
--------------
Plan shall be February 27, 2002.

3. Eligibility and Participation. Eligibility for the Plan is restricted to
-----------------------------
certain key employees of the Corporation and its affiliates.

The Chief Executive Officer of the Corporation (the "CEO") will
nominate participants ("Participants") to be approved by the Compensation
Committee of the Board of Directors of the Corporation (the "Compensation
Committee"). Participation will be reevaluated and redetermined on an
annual basis.

4. Target Incentive Awards. If the Compensation Committee certifies that any of
-----------------------
the performance objectives established for the relevant year under this
Plan has been satisfied, each Participant will be entitled (subject to any
adjustments provided herein) to receive a target incentive award equal to a
percentage of the Participant's base salary up to a maximum of $900,000.
The appropriate percentage will be defined as set forth herein.

The Compensation Committee may, in its sole discretion, adjust an
individual Participant's target percentage in order to reflect special
circumstances, including, among others:

. Market differentials for specific specialized jobs.

. Responsibility for a specific profit center within a division.

. Need for special performance focus in a given area for a
specified period of time.

C-1

5. Award Determination. For each given Plan Year, a Participant's award will be
-------------------
a function of performance against pre-established objectives, as illustrated:

Payout as a % of
Rating Target Award
------ ----------------

Maximum 200%
Target 100
Threshold 33
Below Threshold 0

Threshold, Target and Maximum performance levels will be defined at
the beginning of each Plan Year for each performance measure. Individual
ratings will be determined by the Compensation Committee at the beginning
of each Plan Year.

6. Performance Criteria. The apportionment of the award opportunity among
--------------------
performance criteria will be determined at the beginning of each Plan Year
(or at such other date as may be required or permitted under Section
162(m)). The performance objectives will be based upon the relative or
comparative achievement of one or more of the following criteria, as
determined and weighted by the Compensation Committee: (i) net income; (ii)
operating income; (iii) income per share; (iv) return on equity; (v) return
on assets; (vi) return on average equity; (vii) return on average assets;
(viii) total return; (ix) division or subsidiary income; or (x) other
reasonable bases provided that to the extent required by Section 162(m),
all awards made to certain executive officers of the Company under the Plan
shall be based on one or more of the criteria listed in (i) through (ix)
above.

7. Determination of Whether Criteria are Achieved. The determination of whether
----------------------------------------------
the performance criteria have been achieved by the Corporation or any
subsidiary or division of the Corporation shall be made by the Compensation
Committee, which may in its sole discretion include or exclude the effects
of accounting, tax or reserve changes, or other non-recurring items,
including, without limitation, extraordinary investment gains or losses and
accretive or dilutive effects of mergers, acquisitions and other
non-recurring transactions.

8. Discretionary Judgment. Notwithstanding anything else contained in this Plan
----------------------
to the contrary, the Compensation Committee shall have the right, in its
absolute discretion, (i) to reduce or eliminate the amount otherwise
payable to any Participant under the Plan based on individual performance
or any other factors that the Compensation Committee, in its discretion,
shall deem appropriate and (ii) to establish rules or procedures that have
the effect of limiting the amount payable to each Participant to an amount
that is less than the maximum amount otherwise authorized under the Plan.

9. Incentive Reserve. The Corporation shall maintain an incentive reserve and
-----------------
upon authorization by the Compensation Committee shall credit annually to the
incentive reserve for each fiscal year an incentive provision which may not be
more than five percent (5%) of the Corporation's income before income tax for
such year, determined in accordance with generally accepted accounting
principles. The

C-2

Compensation Committee may direct that any lesser amount be credited to the
incentive reserve and may determine whether and to what extent a
non-recurring gain or loss may be included in the amount of income before
income tax for purposes of the incentive reserve amount.

In any Plan Year the Compensation Committee may pay any part or all of
the incentive reserve as awards. Any part of the incentive reserve which is
not paid in any Plan Year may remain in the incentive reserve and be
carried forward to the next Plan Year.

10. Form and Timing of Payments.
----------------------------

(a) Subject to paragraphs (b) and (c) below, payments will be made in
cash as soon as practical after award amounts are approved by the Board of
Directors of the Corporation.

(c) Notwithstanding anything in the Plan to the contrary, the
Compensation Committee may defer all or any portion of any distribution of
an award to be made hereunder to the extent such distribution, when added
to all other payments to be made to a Participant in a calendar year, would
not be deductible compensation paid by the Corporation for federal income
tax purposes within the meaning of Section 162 of the Internal Revenue Code
of 1986, as amended (the "Code"). The deferred amount of the award shall be
paid to such Participant (or, in the event of his or her death, to his or
her designated beneficiary or, if none, to his or her estate) in a lump
sum, or in installments, if necessary to preserve the deductibility of such
payment, as of the earliest date that the payment of the deferred amount,
or portion thereof, when added to all other payments to be made to a
Participant in a calendar year, would be deductible by the Company for
federal income tax purposes within the meaning of Section 162 of the Code
(including Section 162(m)).

11. Change of Position. In the event that a Participant changes positions during
------------------
the Plan Year, whether due to promotion, demotion or lateral move, awards
will be prorated for the Plan Year based on the time in each position.

12. Newly Hired Employees. An employee hired into an eligible position during
---------------------
the first six (6) months of a Plan Year may participate in the Plan for the
balance of the Plan Year on a pro rata basis.

13. Termination of Employment. In the event a Participant voluntarily resigns
-------------------------
employment or is terminated involuntarily before the end of the Plan Year,
any award will be forfeited. In the event of death, permanent disability or
normal retirement, the award will be paid on a pro rata basis at the end of
the Plan Year, after approval by the Board of Directors.

C-3

14. Withholding. The Corporation shall withhold from award payments any required
-----------
Federal, State or local taxes.

15. Governance. The Compensation Committee shall be responsible for the
----------
administration, interpretation and governance of the Plan. Actions
requiring Compensation Committee approval include final determination of
Plan participation, identification of performance criteria and final award
determination. The decisions of the Compensation Committee shall in all
respects be final and binding on all Participants. The Compensation
Committee shall have the authority to delegate its responsibilities
hereunder to the CEO as to Participants other than the executive officers
of the Corporation. However, in no event shall the Plan be interpreted in a
manner which would cause any amount payable under the Plan to any Covered
Employee to fail to qualify as performance-based compensation under Section
162(m). "Covered Employee" shall have the meaning set forth in Section
162(m).

16. Amendment, Modification or Termination of the Plan. The Board of Directors
---------------------------------------------------
reserves the right to amend, modify, suspend or terminate the Plan at any
time. However, no such action shall be effective without approval by the
stockholders of the Corporation to the extent necessary to continue to
qualify the amounts payable hereunder to Covered Employees as
performance-based compensation under Section 162(m). Furthermore, the Board
of Directors may not, without stockholder approval, amend the formula for
computing credits to the Incentive Reserve.

17. Employment At Will. Nothing in the Plan shall interfere with or limit in any
------------------
way the Corporation's right to terminate a Participant's employment at any
time. The Plan shall not be construed as a contract of employment or
compensation agreement.

18. Designation of Beneficiary. Each Participant may designate a beneficiary or
--------------------------
beneficiaries (which beneficiary may be an entity other than a natural
person) to receive any payments which may be made following the
Participant's death. Such designation may be changed or canceled at any
time without the consent of any such beneficiary. Any such designation,
change or cancellation must be made in a form approved by the Compensation
Committee and shall not be effective until received by the Compensation
Committee. If no beneficiary has been named, or the designated beneficiary
or beneficiaries shall have predeceased the Participant, the beneficiary
shall be the participant's spouse, or, if no spouse survives the
Participant, the Participant's estate. If a Participant designates more
than one beneficiary, the rights of such beneficiaries shall be payable in
equal shares, unless the Participant has designated otherwise.

19. Interpretation. Notwithstanding anything else contained in this Plan to the
--------------
contrary, to the extent required to so qualify any award as other
performance based compensation within the meaning of Section 162(m), the
Compensation Committee shall not be entitled to exercise any discretion
otherwise authorized under this Plan with respect to such award if the
ability to exercise such discretion (as opposed to the exercise of such
discretion) would cause such award to fail to qualify as other performance
based compensation.

C-4

REVOCABLE PROXY
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203

This Proxy is solicited on behalf of the Board of Directors of Alabama
National BanCorporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on May 2, 2002, and at any postponement or adjournments
thereof (the "Annual Meeting").

The undersigned, being a Stockholder of the Company, hereby appoints John
H. Holcomb, III and Victor E. Nichol, Jr., and each of them, as Proxies, each
with the power to appoint his substitute, and hereby authorizes them, or either
of them, to represent the undersigned at the Annual Meeting and to act with
respect to all votes that the undersigned would be entitled to cast, if then
personally present, on the following matters in accordance with the following
instructions:

For All Nominees Withhold
----------------- --------
(other than struck
out below)

1. To elect 15 directors to serve on the Board of Directors until the next [ ] [ ]
annual meeting and until their successors are duly elected and
qualified.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME:

W. Ray Barnes; Dan M. David; John V. Denson; T. Morris Hackney; John H.
Holcomb, III; John D. Johns; John J. McMahon, Jr.; C. Phillip McWane;
William D. Montgomery; Drayton Nabers, Jr.; Victor E. Nichol, Jr.; C. Lloyd
Nix; G. Ruffner Page, Jr.; William E. Sexton; and W. Stancil Starnes.

For Against Withhold
--- ------- --------

2. To amend the Company's Certificate of Incorporation to increase the maximum [ ] [ ] [ ]
size of the Board of Directors as described in the accompanying Proxy
Statement.

3. To amend the Company's Certificate of Incorporation to increase the total [ ] [ ] [ ]
authorized shares of common stock as described in the accompanying Proxy
Statement.

4. To approve the Second Amendment and Restatement of the Company's [ ] [ ] [ ]
Performance Share Plan as described in the accompanying Proxy Statement.

CONTINUED AND TO BE DATED AND SIGNED ON THE RESERVE SIDE.

For Against Withhold
--- ------- --------

5. To approve the Second Amendment and Restatement of the Company's Annual [ ] [ ] [ ]
Incentive Plan as described in the accompanying Proxy Statement.

6. To ratify the Appointment of Accountants as described in the accompanying [ ] [ ] [ ]
Proxy Statement.

The undersigned acknowledges that the Annual Meeting may be postponed or
adjourned to a date subsequent to the date set forth above, and intends that
this Proxy shall be effective at the Annual Meeting after such postponement(s)
or adjournment(s). This Proxy is revocable, and the undersigned may revoke it at
any time by delivery of written notice of such revocation to the Company or its
agent, SunTrust Bank, prior to the date of the Annual Meeting, or by attendance
at the Annual Meeting.

This Proxy when properly executed will be voted in the manner directed by
the undersigned. If no direction is made, this Proxy will be voted FOR Proposals
1 through 6.

PLEASE SIGN EXACTLY AS NAME APPEARS HEREIN

Dated: , 2002
-------------------------------------

------------------------------------------------
Signature

NOTE: Please sign exactly as name appears herein. When
signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporation name by
president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.

PLEASE MARK, DATE AND SIGN THIS PROXY AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOP