0000931763-03-000574 Sample Contracts

GUARANTEE AGREEMENT by and between ALABAMA NATIONAL BANCORPORATION and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of December 19, 2002
Guarantee Agreement • March 19th, 2003 • Alabama National Bancorporation • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 19, 2002, is executed and delivered by Alabama National BanCorporation, a Delaware corporation (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Alabama National Statutory Trust II, a Connecticut statutory trust (the “Issuer”).

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FIRST AMENDMENT TO NATIONAL BANK OF COMMERCE BUILDING AMENDED, RESTATED AND CONSOLIDATING LEASE
Lease Agreement • March 19th, 2003 • Alabama National Bancorporation • State commercial banks • Alabama

THIS FIRST AMENDMENT TO NATIONAL BANK OF COMMERCE BUILDING AMENDED, RESTATED AND CONSOLIDATING LEASE (this “Amendment”) is entered into as of the 31st day of December, 2001, by and between WOODWARD PROPERTIES, LLP, a limited liability partnership whose present address is P.O. Box 43327, Birmingham, Alabama 35243 (“Lessor”), and NATIONAL BANK OF COMMERCE OF BIRMINGHAM, a national banking association whose present address is P.O. Box 10686, Birmingham, Alabama 35202 (“Lessee”).

SECOND AMENDMENT TO NATIONAL BANK OF COMMERCE BUILDING AMENDED, RESTATED AND CONSOLIDATING LEASE
Lease Agreement • March 19th, 2003 • Alabama National Bancorporation • State commercial banks • Alabama

THIS SECOND AMENDMENT TO NATIONAL BANK OF COMMERCE BUILDING AMENDED, RESTATED AND CONSOLIDATING LEASE (this “Amendment”) is entered into as of the 28th day of February, 2003, by and between WOODWARD PROPERTIES, LLP, a limited liability partnership whose present address is P.O. Box 43327, Birmingham, Alabama 35243 (“Lessor”), and NATIONAL BANK OF COMMERCE OF BIRMINGHAM, a national banking association whose present address is P.O. Box 10686, Birmingham, Alabama 35202 (“Lessee”).

FOURTH NOTE MODIFICATION AGREEMENT
Fourth Note Modification Agreement • March 19th, 2003 • Alabama National Bancorporation • State commercial banks • Alabama

THIS FOURTH NOTE MODIFICATION AGREEMENT dated as of May 31, 2002 but executed on June 5, 2002 (“this Agreement”), is entered into by AMSOUTH BANK, an Alabama banking corporation and formerly known as AmSouth Bank of Alabama (the “Lender”), and ALABAMA NATIONAL BANCORPORATION, a Delaware corporation (the “Borrower”).

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