Summary of Compensation Arrangements



 Exhibit 10.39 
 SUMMARY OF COMPENSATION ARRANGEMENTS 
 WITH NAMED EXECUTIVE OFFICERS AND DIRECTORS 

(EFFECTIVE JANUARY 1, 2007) 
 Named Executive
Officers 
 The following summarizes the current cash compensation and benefits received by Alabama National’s Chief Executive
Officer, its Chief Financial Officer and its next three most highly compensated executive officers for the fiscal year ended December 31, 2006 (the “Named Executive Officers”). The following is intended to be a summary of existing
oral, at will arrangements, and in no way is intended to provide any additional rights to any of the Named Executive Officers. 
 None of
Alabama National’s executive officers has a written employment agreement with Alabama National. The executive officers of Alabama National serve at the discretion of the Board of Directors. The Compensation Committee of the Board (the
“Committee”) reviews and determines the salaries that are paid to Alabama National’s executive officers, including the Named Executive Officers. The salaries of the Named Executive Officers as of January 1, 2007, are as follows:

  

				
	 Name and Position
	  	Salary
		
	 John H. Holcomb, III
 Chairman and Chief Executive Officer
	  	$	500,000
		
	 Dan M. David
 Vice Chairman
	  	$	230,000
		
	 Richard Murray, IV
 President and Chief Operating Officer
	  	$	305,000
		
	 William E. Matthews, V
 Executive Vice President and Chief Financial Officer
	  	$	285,000
		
	 James R. Thompson, III
 Chief Executive Officer of First American Bank
	  	$	235,000

 The Named Executive Officers are eligible to receive an annual incentive bonus under Alabama
National’s Annual Incentive Plan (the “AIP”). The Named Executive Officers are also eligible to participate in Alabama National’s executive and regular benefit plans and programs, including long-term incentive compensation plans.
All executive benefit plans and agreements are filed as exhibits to Alabama National’s Exchange Act filings. Information regarding these plans and agreements, as well as compensation earned by the Named Executive Officers during fiscal 2006,
will be included in the Company’s 2007 Proxy Statement. 
 Directors 
 Current director compensation arrangements provide that non-employee directors of Alabama National will receive an annual retainer of $26,000, as well as
an attendance fee of $1,100 for each meeting of the Board of Directors and $1,100 for each meeting of a committee of the Board of Directors that they attend ($550 per conference call meeting of a committee). Chairpersons of committees receive an
attendance fee of $2,200 for each committee meeting they attend ($1,100 per conference call meeting of a committee). Employee directors of ANB do not receive any board fees. 







 Six of Alabama National’s directors, Messrs. McWane, Page, McMahon, Montgomery, Barnes and Greene,
also serve on the board of directors of one of Alabama National’s subsidiary banks, and receive an attendance fee of $200 for each subsidiary bank board meeting and committee meeting attended. Four Alabama National directors, Ms. Bradley,
Mr. Denson, Dr. Nix and Mr. Plunk, also serve on an advisory board of First American Bank and receive fees of $200 per meeting attended. Employee directors of subsidiary banks do not receive any board fees. 
 Non-employee directors may elect to defer payment to a specified date of all or any portion of their annual retainer and attendance fees under the ANB
Deferral of Compensation Plan for Non-Employee Directors. In addition, non-employee directors that serve on certain bank subsidiary boards, may elect to defer subsidiary bank board fees under the ANB Deferral of Compensation Plan for Non-Employee
Directors of the Subsidiary Banks. Fees that are deferred under these plans may be credited to the directors, at the election of the director, in cash or common stock equivalents or a combination thereof. The common stock equivalents are converted
into shares of Alabama National common stock only after termination of service on the applicable board. The common stock equivalents are credited with dividend equivalents that are equal in value to the dividends on our common stock.