Amendment One, Performance Share And Deferral Plan For Non-employee Directors

Exhibit 10.42A

AMENDMENT ONE

ALABAMA NATIONAL BANCORPORATION PERFORMANCE SHARE AND DEFERRAL PLAN

FOR NON-EMPLOYEE DIRECTORS OF

AFFILIATE BANKS This Amendment One to the Alabama National BanCorporation Performance Share and Deferral Plan for Non-Employee Directors of Affiliate Banks is hereby made as of this 30 th day of December, 2005, by Alabama National BanCorporation. WITNESSETH :

WHEREAS , Alabama National BanCorporation (the " Employer" ) has previously adopted and approved the Alabama National BanCorporation Performance Share and Deferral Plan for Non-Employee Directors of Affiliate Banks (the " Plan" );

WHEREAS , pursuant to duly adopted resolutions, the Board of Directors of the Employer has elected to adopt an amendment (the " Amendment" ) to the Plan in order to ensure that amounts deferred under the Plan and allocated as a share allotment are not required to be classified as a liability of the Employer pursuant ...