8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2007

ALABAMA NATIONAL BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25160	63-1114426
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1927 First Avenue North, Birmingham, Alabama 35203

(Address of principal executive offices, including zip code)

(205) 583-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Special Long-Term Performance Share Award Grants and Establishment of Performance Criteria Under the Performance Share Plan

On January 17, 2007, the Compensation Committee of Alabama National BanCorporation (the “Company”) approved the grant to the Chief Executive Officer and the next four highly compensated executive officers of the Company (the “Executives”) of 2007 special long-term retention equity awards under the Company’s Performance Share Plan (the “Long-Term PSP Awards”).

The performance criteria established by the Committee to determine whether the Long-Term PSP Awards are payable is the tangible book value per share of the Company at the end of the award period. The target award is based on tangible book value per common share of $30.00. The Committee selected an award period of seven years, ending on December 31, 2013. The payout, if any, of the Long-Term PSP Awards granted to Executives under the Performance Share Plan will occur in 2014, after the completion of the award period. The primary purpose of the Long-Term PSP Awards is for the awards to serve as a retention incentive for the Executives during the seven-year award period.

A copy of the form of Notice of Long-Term PSP Award for Executives under the Performance Share Plan is included with this Current Report on Form 8-K as Exhibit 10.1. A copy of the Performance Share Plan is attached as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 6, 2005.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
10.1	Form of Notice of Long-Term PSP Award under the Performance Share Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alabama National Bancorporation
By:	/s/ William E. Matthews, V William E. Matthews, V Executive Vice President and Chief Financial Officer

Dated: January 18, 2007

INDEX TO EXHIBITS

Exhibit Number	Exhibit
10.1	Form of Notice of Long-Term PSP Award under Performance Share Plan

EX-10.1

EXHIBIT 10.1

Form of Notice of Long-Term PSP Award under the Performance Share Plan

To:	[Name of Executive Officer]
From:	Compensation Committee of the Board of Directors of Alabama National BanCorporation
Date:	, 2007
Re:	Performance Share Plan Award

We are pleased to inform you that Alabama National BanCorporation (“ANB”) has granted you an award under the Alabama National BanCorporation Performance Share Plan (the “Plan”). Your award has been set at a target award amount of              shares (the “Award”). This memorandum sets forth some of the specific terms of your Award, and you should retain it for future reference. References to defined terms in the Plan are capitalized in this memorandum. The prospectus for the Plan, which attaches a copy of the Plan, is being separately delivered to you.

The Award Period applicable to this Award is the seven-year period beginning on January 1, 2007, and ending on December 31, 2013. The condition for payment of the Award is that the tangible book value per common share of ANB as of December 31, 2013, is not less than $30.00 per share, and, you remain an employee with ANB or one of its affiliates through the end of the Award Period. The payout of the Award will occur after the completion of the Award Period or as otherwise provided by the Plan. There are no Interim Periods.

The Compensation Committee will meet after the close of the Award Period to determine whether the condition for payment of the Award has been satisfied. If, at the close of the Award Period, the Compensation Committee determines that the Award is payable, then, unless otherwise directed by the Compensation Committee, the Award will be paid to you as promptly as possible. The Award is payable in shares of ANB’s common stock. ANB has the right to withhold and pay taxes that it determines are appropriate and necessary with respect to any payment of the Award. Rather than receive the Award at the end of the Award Period, you may elect to defer payment of the Award in accordance with the Alabama National BanCorporation Plan for the Deferral of Compensation by Key Employees.

This memorandum is the writing required by Section 5(d) of the Plan. In addition to the matters covered by this memorandum, you should pay particular attention to the Plan, since it sets forth other provisions applicable to your Award. Furthermore, in the event of any inconsistency between the terms set forth herein and the terms of the Plan, the terms of the Plan shall govern the Award.

We congratulate you on your Award. Thank you for your service to ANB.

Acknowledged this      day of                         , 2007.

(signature)