**Exhibit 10.1**

**SEVENTH AMENDMENT TOCREDIT AGREEMENT**

**THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT**(“this Amendment”) dated as of May 31, 2003 isentered into by **ALABAMA NATIONAL BANCORPORATION**, a Delaware corporation (the “Borrower”) and **AMSOUTH BANK**, an Alabama banking corporationand formerly known as AmSouth Bank of Alabama (the “Lender”).

**Recitals**

A.         The Borrower and the Lender have entered into a Credit Agreement dated as of December 29, 1995 as amended by a FirstAmendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a Fifth Amendment thereto dated as ofMay 31, 2001 and a Sixth Amendment thereto dated as of May 31, 2002 (as so amended, the “Agreement”).

B.         The Borrower and the Lender now desire to further amend the definitions of “Facility Termination Date” and “Maximum Credit Amount” and to makethe other changes set forth in this Amendment.

**Agreement**

**NOW, THEREFORE**, in consideration of the recitals and the mutual obligations and covenants contained herein, the Borrower and the Lender hereby agree as follows:

1.          Capitalized terms used in this Amendment and not otherwise defined herein have the respectivemeanings attributed thereto in the Agreement.

2.          Thedefined term “Facility Termination Date” set forth in Article I of the Agreement is hereby further amended to read, in its entirety, as follows:

“Facility Termination Date” means May 31, 2004, as such date may be extended from time to time pursuant to Section 2.5 or accelerated pursuant to Section7.2.

3.          The defined term “Maximum CreditAmount” set forth in Article I of the Agreement is hereby amended to read, in its entirety, as follows:

“Maximum CreditAmount” means $30,000,000.

4.          The reference in Section 2.1 of the Agreement to the figure “$35,000,000” is hereby amended to read “$30,000,000”.

5.          Notwithstanding the execution ofthis Amendment, all of the indebtedness evidenced by the Note shall remain in full force and effect, as modified hereby, and all of the collateral described in the Agreement and the Credit Documents shall remain subject to the liens, securityinterests and assignments of the Agreement and the Credit Documents as security for the indebtedness evidenced by the Note and all other indebtedness described therein; and nothing contained in this Amendment shall be construed to constitute anovation of the indebtedness evidenced by the Note or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by the Note; (b) the liens,security interests, assignments and conveyances effected by the Agreement or the Credit Documents, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or onaccount of the Note or the Agreement or the Credit Documents; or (d) any other security or instrument now or hereafter held by the Lender as security for or as evidence of any of the above-described indebtedness.

6.          All references in the Credit Documents to “Credit Agreement” shallrefer to the Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time.

7.          The Borrower certifies that the organizational documents of the Borrower have not been amended since May 31, 1999.

8.          The Borrower hereby represents and warrants to the Lender that all representations andwarranties contained in the Agreement are true and correct as of the date hereof (except representations and warranties that are expressly limited to an earlier date); and the Borrower hereby certifies that no Event of Default nor any event that,upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing.

9.          Except as hereby amended, the Agreement shall remain in full force and effect as written. This Amendment may be executed in one or more counterparts, each ofwhich shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. The covenants and agreements contained in this Amendment shall apply to and inure to the benefit of and be binding upon the partieshereto and their respective successors and permitted assigns.

10.       Nothingcontained herein shall be construed as a waiver, acknowledgment or consent to any breach of or Event of Default under the Agreement and the Credit Documents not specifically mentioned herein, and the consents granted herein are effective only in thespecific instance and for the purposes for which given.

11.       This Amendmentshall be governed by the laws of the State of Alabama.

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**IN WITNESS WHEREOF**, the Borrower and the Lender have caused this Amendment to be executed and delivered bytheir duly authorized corporate officers as of the date set forth below their signature.

 

 

    

**ALABAMA** **NATIONAL** **BANCORPORATION**

     

By 

/s/ WILLIAM E. MATTHEWS V

 

 

 

 

     

 

**Its Executive Vice President and Chief Financial Officer**

 

     

 Dated: May 23, 2003

 

    

**AMSOUTH** **BANK**

     

By 

/s/ JOHN M. KETTIG

 

 

 

 

     

 

**Its Senior Vice President**

 

     

 Dated: May 23, 2003

 

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