Promissory Note

Exhibit 10.31
-------------


$18,283.00 Birmingham, Alabama
April 15, 2000


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 eighteen thousand two hundred eighty-three and no/100 Dollars ($18,283.00), 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 or complete forgiveness, whichever occurs first, at the rate per annum equal to the LIBOR-Based Rate (as defined below) adjusted on each Interest Rate Determination Date (as defined below). If in the Lender's opinion it is impossible or impractical to determine the LIBOR-Based Rate for a certain year, this Note shall bear interest at the Prime Rate until the next Interest Rate Determination Date. Interest payable hereunder shall be payable on each Interest Rate Determination Date, commencing April 15, 2001.


Notwithstanding anything to the contrary contained herein, if the Borrower remains continually employed by the Lender or one of its subsidiaries or affiliates (hereinafter referred to as a "Qualifying Employer") as of the first ten (10) anniversaries of this Note, ten percent (10%) of the original principal balance ($1,828.30) of this Note shall be forgiven as of each such anniversary, commencing April 15, 2001. In addition, as long as the Borrower remains continually employed by a Qualifying Employer, upon the occurrence of (x) a Change in Control (as hereinafter defined), (y) the Borrower's death or (z) the Total Disability (as hereinafter defined) of the Borrower, the entire principal balance then remaining unpaid hereunder, shall be immediately forgiven in full.


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:


(1) 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.


(2) 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.


(3) Change in Control of the Lender means (i) any transaction, whether by
------------------------------- merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, of fifty percent (50%) or more of the outstanding shares of Common Stock of the Lender; or (ii) the sale of all or substantially all of the assets of the Lender; or (iii) the liquidation of the Lender.


(4) 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.


(5) 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.


(6) Event of Default is defined in Section 6. An Event of Default
---------------- "exists" if an Event of Default has occurred and is continuing.


(7) Interest Rate Determination Date means the fifteenth (15) day of
-------------------------------- April of each year during the term hereof.


(8) LIBOR-Based Rate means a fixed rate of one percent (100 basis points)
---------------- in excess of the per annum rate of interest most recently published in The Wall Street Journal as of the close of business on the date hereof and on and after the most recent Interest Rate Determination Date (being the rate quoted for the immediately preceding business day) as the London Interbank Offered Rate for U.S. dollar deposits having a term of ninety (90) days. The Lender shall determine the LIBOR-Based Rate on the date hereof and on each Interest Rate Determination Date.


(9) 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.


(10) Prime Rate means a floating interest rate equal to the rate of
---------- interest designated by the Lender from time to time as its "prime rate."


(11) 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.


(12) Total Disability means the Borrower's inability, as a result of
---------------- illness or injury, to perform the normal duties of the Borrower's employment for a period of ninety (90) consecutive days.


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


(1) 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.


(2) The amount 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.


(3) 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 (1) such time as all amounts due hereunder are paid in full or (2) 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, 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): (1) 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 ...