Sixth Note Modification to the Credit Agreement



 Exhibit 10.2 
  
 SIXTH NOTE MODIFICATION AGREEMENT 
  
 THIS SIXTH NOTE MODIFICATION AGREEMENT dated as of May 31, 2004 (“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”). 
  
 Recitals 
  
 A. The Borrower and the Lender have entered into a Credit Agreement dated as of December 29, 1995 as amended by a First Amendment 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 of May 31, 2001, a Sixth Amendment
thereto dated as of May 31, 2002, a Seventh Amendment thereto dated as of May 31, 2003 and an Eighth Amendment thereto dated as of May 31, 2004 (as so amended, the “Credit Agreement”) pursuant to the terms of which the Lender has made a
line of credit available to the Borrower, as evidenced by a master note dated December 29, 1995 executed and delivered by the Borrower to the Lender, as modified by a Note Modification Agreement dated as of January 20, 1997, a Second Note
Modification Agreement dated as of May 31, 2000, a Third Note Modification Agreement dated as of May 31, 2001, a Fourth Note Modification Agreement dated as of May 31, 2002, and a Fifth Note Modification Agreement dated as of May 31, 2003 (as so
modified, the “Master Note”). 
  
 B. The Borrower has
requested the Lender to consent to a further modification of the Master Note as provided below. The Lender has agreed to such modification of the Master Note, provided the Borrower executes this Agreement. 
  
 Agreement 
  
 NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreement of the parties hereto, the parties hereto hereby agree as follows: 
  
 1. The first sentence of the first paragraph of the Master Note is hereby further amended to read, in its entirety, as follows:

  
 FOR VALUE RECEIVED, ALABAMA NATIONAL
BANCORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of AMSOUTH BANK, an Alabama banking corporation (herein called the “Lender,” and together with any subsequent holder of this note
called the “Holder”), the principal sum of Thirty Million and No/100 Dollars ($30,000,000.00), or so much thereof as may be advanced by the Lender from time to time under the Credit Agreement dated as of 

  









 
December 29, 1995 between the Borrower and the Lender as amended by a First Amendment 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 of May 31, 2001, a Sixth Amendment thereto dated as of May 31, 2002, a Seventh
Amendment thereto dated as of May 31, 2003 and an Eighth Amendment thereto dated as of May 31, 2004 (as so amended and as further amended from time to time, the “Credit Agreement”). 
  
 2. Interest on the Master Note shall continue to be payable
as provided in the Credit Agreement. 
  
 3.
Notwithstanding the execution of this Agreement, the Master Note shall remain in full force and effect, as modified hereby; and nothing herein contained and nothing done pursuant hereto shall be construed 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 Master Note, except as expressly modified hereby; (b) the lien, security interest, security title, assignment or conveyance
effected by the Credit Agreement, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or any party or parties whatsoever who may now or hereafter be liable under or on account of the Master Note or the Credit
Agreement; or (d) any other security or instrument held by the Lender now or hereafter as security for or evidence of the above-described indebtedness or any thereof. 
  
 4. This Agreement shall be binding upon the successors and assigns of the parties hereto. 
  
 5. This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama. 
  
 [Remainder of
page left intentionally blank] 
  

 2 








 IN WITNESS WHEREOF, the Lender and the Borrower have executed this Agreement all as of the day and
year first above written but actually on the date set forth below their signature. 
  

			
	AMSOUTH BANK
		
	By:	 	 /s/ John M. Kettig

	 	 	 Its Senior Vice President

	
	 May 13, 2004

	
	ALABAMA NATIONAL BANCORPORATION
		
	By:	 	 /s/ William E. Matthews, V

	 	 	 Its Executive V.P. and C.F.O.

	
	 May 12, 2004



  

 3