Promissory Note Dated April 15, 1999

EXHIBIT 10.17


$16,000.00 Birmingham, Alabama
April 15, 1999


PROMISSORY NOTE
---------------


FOR VALUE RECEIVED, without grace, WILLIAM G. SANDERS, JR. (the "Borrower"), promises to pay to the order of Alabama National BanCorporation, a Delaware corporation (herein called the "Lender," and together with any subsequent holder of this note called the "Holder"), in the manner set forth below, the principal sum of Sixteen Thousand and 00/100 Dollars ($16,000.00), plus interest at the rate set forth below.


This Note shall bear interest (computed on an Actual/360 Day Basis) on the unpaid principal balance hereof, from the date of disbursement until payment in full, at a fixed interest rate equal to six percent (6.0%) per annum.


Principal and interest shall be payable under this Note on April 15, 2000.


The Borrower further agrees with the Holder as follows:


SECTION 1 Rules of Construction. This Note is subject to the rules of
--------------------- construction set forth in the Security Documents.


SECTION 2 Definitions. As used in this Note, capitalized terms that are
------------ not otherwise defined herein have the meanings defined for them in the Security Documents and the following terms are defined as follows:


(a) Actual/360 Day Basis means a method of computing interest and
-------------------- other charges on the basis of an assumed year of 360 days for the actual number of days elapsed, meaning that the interest accrued for each day will be computed by multiplying the interest rate applicable on that day by the unpaid principal balance on that day and dividing the result by 360.


(b) Business Day means any day, excluding Saturday and Sunday, on
------------ which the Lender's main office in Birmingham, Alabama, is open to the public for carrying on substantially all of its banking business.


(c) Credit Documents means this Note, the Security Documents and all
---------------- other documents now or hereafter executed or delivered in connection with the transactions contemplated thereby.


(d) Default Rate means a rate of interest equal to four percentage
------------ points (400 basis points) in excess of the highest interest rate that would otherwise be payable on the principal indebtedness evidenced by this Note from time to time in the absence of the existence of a default, or the maximum rate permitted by law, whichever is less.


(e) Event of Default is defined in Section 8. An Event of Default
---------------- "exists" if an Event of Default has occurred and is continuing.


(f) Obligors means the Borrower, each other person executing any
-------- Security Document as a grantor, (if the Borrower or any such grantor is a partnership) any general partner thereof, and any other maker, endorser, surety, guarantor or other person now or hereafter liable for the payment or performance, in whole or in part, of any of the obligations evidenced by this Note.


(g) Security Documents means the Pledge Agreement dated of even date
------------------ herewith executed by the Borrower in favor of the Lender and all other documents now or hereafter securing or guaranteeing the obligations evidenced by this Note, or any part thereof.


SECTION 3 Place and Time of Payments.
--------------------------


(a) All payments by the Borrower to the Holder under this Note shall be made in lawful currency of the United States and in immediately available funds to the Lender at its Main Office in Birmingham, Alabama or at such other address within the continental United States as shall be specified by the Holder by notice to the Borrower. Any payment received by the Holder after 2:00 p.m. (Birmingham, Alabama time) on a Business Day (or at any time on a day that is not a Business Day) shall be deemed made by the Borrower and received by the Holder on the following Business Day.


(b) All amounts payable by the Borrower to the Holder under this Note or any of the other Credit Documents for which a payment date is expressly set forth herein or therein shall be payable on the specified due date without notice or demand by the Holder. All amounts payable by the Borrower to the Holder under this Note or the other Credit Documents for which no payment date is expressly set forth herein or therein shall be payable ten days after written demand by the Holder to the Borrower. The Holder may, at its option, send written notice or demand to the Borrower of amounts payable on a specified due date pursuant to this Note or the other Credit Documents, but the failure to send such notice shall not affect or excuse the Borrower's obligation to make payment of the amounts due on the specified due date.


(c) Payments that are due on a day that is not a Business Day shall be payable on the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.


SECTION 4 Default Rate. If an Event of Default exists, this Note shall
------------ bear interest at the Default Rate, until the earlier of (a) such time as all amounts due hereunder are paid in full or (b) no such Event of Default exists.


SECTION 5 Security Documents. This Note with interest is secured by and
------------------ entitled to the benefits of the Security Documents. Reference to the Security Documents is hereby made for all of the provisions thereof. This Note shall be secured by all security documents that by their terms secure this Note, whether or not described herein, and all such documents shall constitute Security Documents.


SECTION 6 Events of Default. The occurrence of any of the following
----------------- events shall constitute an event of default ("Event of Default") under this Note (whatever the reason for such event and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any Governmental Requirement): (a) any representation or warranty made in any of the Credit Documents shall prove to be false or misleading in any material respect as of the time made; or (b) any report, certificate, financial statement or other instrument furnished in connection with this Note or any of the other Credit Documents shall prove to be false or misleading in any material respect as of the time furnished; or (c) default shall be made in the payment when due of any of the obligations evidenced by this Note or any part thereof; or (d) any default or event of default, as therein defined, shall occur under any of the other Credit Documents (after giving effect to any applicable notice, grace or cure period specified therein).


SECTION 7 Acceleration. If an Event of Default exists that does not
------------ already result in the automatic acceleration of this Note under another Credit Document, the Holder shall have the right without further notice to the Borrower to declare the entire unpaid principal balance of the indebtedness evidenced by this Note, with accrued interest, to be immediately due and payable.


SECTION 8 Certain Waivers and Agreements by Obligors.
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(a) As to the obligations evidenced by this Note, each Obligor severally (1) waive ...