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                                                                    Exhibit 10.8
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                       AMENDMENT AND RESTATEMENT OF THE
                        ALABAMA NATIONAL BANCORPORATION
                            PERFORMANCE SHARE PLAN

1.   Purpose. The purpose of the Alabama National BanCorporation Performance
Share Plan (the "Plan") is to further the long-term growth in profitability of
Alabama National BanCorporation (the "Company") by offering long- term
incentives in addition to current compensation to those key executives who will
be largely responsible for such growth.

2.   Certain Definitions.

     (a)  "Award" means the award of Performance Shares to a Participant
pursuant to the terms of the Plan.

     (b)  "Award Period" means the period of calendar years (but no more than
five years) fixed by the Committee with respect to all Awards with the same Date
of Grant, commencing with each Date of Grant, except that (i) the Award Period
for an Employee whose normal retirement date (as determined under the Company's
corporate policy covering retirement of salaried employees) is less than the
period otherwise fixed by the Committee from the applicable Date of Grant shall
be the period beginning with such Date of Grant and ending on the December 31st
immediately preceding such normal retirement date and (ii) the Award Period for
a recently hired Employee may be for such lesser period as determined by the
Committee.

     (c)  "Committee" means the committee of the Board of Directors of the
Company which shall administer the Plan in accordance with Section 3.

     (d)  "Common Stock" means the common stock, par value $1.00 per share, of
the Company.

     (e)  "Company" means Alabama National BanCorporation, a Delaware
corporation.

     (f)  "Date of Grant" means as of January 1 of any year in which an Award is
made.

     (g)  "Employee" means any person (including any officer) employed by the
Company or any subsidiary of the Company on a full-time salaried basis.

     (h)  "Fair Market Value" of the Common Stock means the average of the
daily closing prices for a share of the Common Stock for the twenty (20) trading
days ending on the fifth business day prior to the date of payment of
Performance Shares for an Award Period or an Interim Period, as the case may be,
on the Composite Tape for New York Stock Exchange - Listed Stocks, or, if the
Common Stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on which the Common Stock is listed, or, if the
Common Stock is not listed on any such Exchange, the average of the daily
closing bid quotations with respect to a share of the Common Stock for such
twenty (20) trading days on the National Association of Securities Dealers,
Inc., Automated Quotations System or any system then in use.

     (i)  "Interim Period" means a period of calendar years chosen by the
Committee commencing with any Date of Grant, which period is less than the Award
Period commencing on the Date of Grant.

     (j)  "Net Income Per Share" for the Company, or any other corporation,
means net income for the year divided by average common shares outstanding
during the year, computed in accordance with generally accepted accounting
principles as reported in the Company's Annual Report to Stockholders or its
equivalent.

     (k)  "Participant" means an Employee who is selected by the Committee to
receive an Award under the Plan.

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     (l)  "Performance Share" means the equivalent of one share of Common Stock.

     (m)  "Return on Average Equity" for the Company, or any other corporation,
for a period is obtained by dividing (i) Net Income Per Share of Common Stock
for the year, by (ii) average Stockholders' Equity Per Share at the beginning of
the year and at the end of the year, computed in accordance with generally
accepted accounting principles as reported in the Company's Annual Report to
Stockholders or its equivalent.

     (n)  "Section 162(m)" means Section 162(m) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder.

     (o)  "Stockholders' Equity Per Share" for the Company, or any other
corporation, for a particular point in time is obtained by dividing (i)
stockholders' equity by (ii) outstanding common shares, computed in accordance
with generally accepted accounting principles as reported in the Company's
Annual Report to Stockholders or its equivalent.

3.   Administration of the Plan. The Plan shall be administered by a Committee
designated by the Board of Directors, which shall be composed of not less than
three members of the Board of Directors. No member of the Committee shall be
eligible to participate in the Plan while serving as a member of the Committee.
Initially, the Committee shall be the Compensation Committee. Subject to the
provisions of the Plan, the Committee shall have the authority to select the
Employees who are to participate in the Plan, to determine the Award to be made
to each Employee selected to participate in the Plan, and to determine the
conditions subject to which Awards will become payable under the Plan.

     The Committee shall have full power to administer and interpret the Plan
and to adopt such rules and regulations consistent with the terms of the Plan as
the Committee deems necessary or advisable in order to carry out the provisions
of the Plan. Except as otherwise provided in the Plan, the Committee's
interpretation and construction of the Plan and its determination of any
conditions applicable to Performance Share Awards or the reasons for any
terminations of Participants shall be conclusive and binding on all
Participants.

     In connection with its determination as to the payment of Performance
Shares, the Committee has full discretion to adjust Net Income Per Share or
Stockholders' Equity Per Share to recognize special or nonrecurring situations
or circumstances for the Company, or any other corporation, for any year.

     The Plan shall be unfunded. Benefits under the Plan shall be paid from the
general assets of the Company.

4.   Participation. Participants in the Plan shall be selected by the Committee
from those Employees who, in the estimation of the Committee, have a substantial
opportunity to influence the long-term profitability of the Company.

5.   Performance Share Awards.

     (a)  After appropriate approval of the Plan, and thereafter from time to
time, the Committee shall select Employees to receive Awards in any year as of
the Date of Grant. Any Employee may be granted more than one Award under the
Plan, but no Employee may be granted, in the aggregate, more than 25% of the
Performance Shares which are the subject of this Plan. Awards of Performance
Shares hereunder shall not be made unless any such Award is in compliance with
all applicable laws.

     (b)  No Participant shall be entitled to receive any dividends or dividend
equivalents on Performance Shares; with respect to any Performance Shares, no
Participant shall have any voting or any other rights of a Company stockholder;
and no Participant shall have any interest in or right to receive any shares of
Common Stock prior to the time when the Committee determines the form of payment
of Performance Shares pursuant to Section 6.

     (c)  Payment of the Award to any Participant shall be made in accordance
with Section 6 and shall be subject to such conditions for payment as the
Committee may prescribe at the time the Award is made. The

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Committee may prescribe different conditions for different Participants. Such
conditions may be expressed in terms of: (i) the growth in Net Income Per Share
during the Award Period, or (ii) average Return on Average Equity in comparison
with other banks and bank holding companies, or (iii) other reasonable bases;
provided that, to the extent the Committee determines that it is necessary to
qualify compensation under Section 162(m), the performance criteria shall be
based on one or more of the criteria listed in (i) or (ii) above. The Committee
may prescribe conditions such that payment of an Award may be made with respect
to a number of shares of Common Stock that is greater than the number of
Performance Shares awarded. However, the Committee may not provide for payment
of greater than 125% of the number of Performance Shares awarded.

     (d)  Each Award shall be made in writing and shall set forth the terms
and conditions set by the Committee for payment of such Award including, without
limitation, the length of the Award Period and whether there will be an Interim
Period with respect to the Award and if so, the length of the Interim Period.

6.   Payment of Performance Share Awards.

     (a)  Subject to the right of certain management or highly compensated
employees to defer payment of an Award as discussed in this Section 6(b) below,
payment of Performance Share Awards shall be as follows:

          Each Participant granted an Award shall be entitled to payment of the
     Award as of the close of the Award Period applicable to such Award, but
     only if and after the Committee has determined that the conditions for
     payment of the Award set by the Committee have been satisfied. At the time
     of grant of each Award, the Committee shall decide whether there will be an
     Interim Period. If the Committee determines that there shall be an Interim
     Period for the Award to any Participant, each such Participant granted an
     Award with an Interim Period shall be entitled to partial payment on
     account thereof as of the close of the Interim Period, but only if and
     after the Committee has determined that the conditions for partial payment
     of the Award set by the Committee have been satisfied. Performance Shares
     paid to a Participant for an Interim Period may be retained by the
     Participant and shall not be repaid to the Company, notwithstanding that
     based on the conditions set for payment at the end of the Award Period such
     Participant would not have been entitled to payment of some or any of his
     Award. Any Performance Shares paid to a Participant for the Interim Period
     during an Award Period shall be deducted from the Performance Shares to
     which such Participant is entitled at the end of the Award Period.

          Unless otherwise directed by the Committee, payment of Awards shall be
     made as promptly as possible by the Company after the determination by the
     Committee that payment has been earned. Unless otherwise directed by the
     Committee, all payments of Awards to Participants shall be made partly in
     shares of Common Stock and partly in cash, with the cash portion being
     approximately equal to the amount of federal, state and local taxes which
     the Participant's employer is required to withhold on account of said
     payment. The Committee, in its discretion, may provide for payment of cash
     and distribution of shares of Common Stock in such other proportions as the
     Committee deems appropriate, except and provided that the Committee must
     pay in cash an amount equal to the federal, state and local taxes which the
     Participant's employer is required to withhold on account of said payment.
     There shall be deducted from the cash portion of all Awards all taxes to be
     withheld with respect to such Awards.

          For payment of each Award, the number of shares of Common Stock to be
     distributed to Participants shall equal the Fair Market Value of the total
     Performance Shares determined by the Committee to have been earned by the
     Participant, less the portion of the Award that was paid in cash, divided
     by the Fair Market Value of a Performance Share. To the extent that shares
     of Common Stock are available in the treasury of the Company on the date
     payment is to be made, such shares may be issued in payment of Awards.

     (b)  Each Participant who is a management or highly compensated employee
and who is entitled to participate in the Alabama National BanCorporation
Deferral of Compensation Plan for Key Employees may elect to defer payment of
any Award in accordance with said plan.

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7.   Death or Disability. If, prior to the close of an Award Period, a
Participant's employment terminates by reason of his death or by his total and
permanent disability (as determined under the Company's Pension Plan), payment
of his outstanding Award or Awards shall be made as promptly as possible after
death or the date of the determination of total and permanent disability, and
the number of Performance Shares to be paid shall be computed as follows: First,
determine (based on the conditions set by the Committee for payment of Awards
for the subject Award Period) the number of Performance Shares that would have
been paid if each subject Award Period had ended on the December 31st
immediately preceding the date of death or the date of determination of total
and permanent disability. Then, multiply each above-determined number by a
fraction, the numerator of which is the number of months during the subject
Award Period that the Participant was an active Employee, and the denominator of
which is the number of months in the Award Period. This product shall be reduced
by any Performance Shares for which payment has been made with respect to any
Interim Period during each Award Period. In this instance, the Fair Market Value
of the Common Stock shall be based on the twenty (20) days immediately preceding
the date of death or the date of the determination of total and permanent
disability.

8.   Retirement Prior to Close of an Award Period. If, prior to the close of an
Award Period, a Participant's employment terminates by reason of his retirement
on or after his normal retirement date (as determined under the Company's
Pension Plan) or prior to his normal retirement date if such retirement was at
the request of his employer, payment of the Participant's outstanding Award or
Awards will be made as promptly as possible after such retirement and such
payment shall be computed in the same manner as in Section 7, using the
effective date of retirement in place of the date of death or determination of
total and permanent disability.

9.   Termination Under Certain Circumstances. If, prior to the close of an Award
Period, a Participant's employment terminates by reason of (i) his retirement
prior to his normal retirement date (as determined under the Company's Pension
Plan) and such retirement was at the request of the Participant and approved in
writing by his employer, (ii) the divestiture by the Company of one or more of
its business segments or a significant portion of the assets of a business
segment, or (iii) a significant reduction by the Company in its salaried work
force, the determination of whether such Participant shall receive payment of
his outstanding Award or Awards shall be within the exclusive discretion of the
Committee. Payment, if any, of his Award or Awards to such Participant shall be
made as of the close of each such Award Period by multiplying the amount of
payment otherwise due under the Award at that date had the Participant remained
employed through such date by a fraction, the numerator of which is the number
of months during the subject Award Period that the Participant was an active
Employee and the denominator of which is the number of months in the Award
Period.

10.  Voluntary Termination or Discharge. If, prior to the close of an Award
Period, a Participant's status as an Employee terminates and there is no payment
due under the terms of Sections 7, 8, 9, or 20, all of such Participant's
outstanding Performance Shares shall forthwith and automatically be cancelled
and all rights of the former holder of such cancelled Performance Shares in
respect to such cancelled Performance Shares shall forthwith terminate.

11.  Limitation on Awards and Payments. The maximum number of Performance Shares
which may be awarded under the Plan shall not exceed an aggregate of 400,000
(except as adjusted in accordance with Section 18); provided, however, that
since January 1, 1996 for the term of the Plan, payments of Awards shall involve
no more than 400,000 shares of Common Stock (similarly adjusted in accordance
with Section 18). If any Performance Shares awarded under the Plan are not paid
because of death, total and permanent disability, retirement, voluntary
termination, discharge or cancellation or because they lapse when conditions to
their payment are not met, they shall thereupon become available again for award
under the Plan.

12.  Term of Plan. This Plan was originally effective January 1, 1996 as it was
approved by the stockholders of the Company at the Annual Meeting of
Stockholders held on June 6, 1996. This Restated Plan shall be effective April
16, 1998, as it was approved by the Board of Directors of the Company at a
meeting held on April 16, 1998. The Board of Directors of the Company may
terminate the Plan at any time. If not sooner terminated, the Plan will expire
on the date on which all of the Performance Shares subject to award under the
Plan have been paid, but no grant of Awards may be made after December 31, 2005.
Termination or expiration shall not adversely affect any right or obligation
with respect to an Award theretofore made.

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13.  Cancellation of Performance Shares. With the written consent of a
Participant holding Performance Shares granted to him under the Plan, the
Committee may cancel such Performance Shares. In the event of any such
cancellation, all rights of the former holder of such cancelled Performance
Shares in respect to such cancelled Performance Shares shall forthwith
terminate; and in no such event may such Participant be granted another Award
within twelve months thereafter.

14.  No Assignment of Interest. The interest of any Participant in the Plan
shall not be assignable, either by voluntary assignment or by operation of law,
and any assignment of such interest, whether voluntary or by operation of law,
shall render the Award void, except that cash or shares of Common Stock payable
under the Plan shall be transferable by testamentary will or by the laws of
descent and distribution. All shares of Common Stock paid pursuant to this Plan
are to be taken subject to an investment representation by the Participant or
other recipient that any such shares are acquired for investment and not with a
view to distribution and that such shares shall not be transferred or sold until
registered in compliance with the Securities Act of 1933 or unless an exemption
therefrom is available in the opinion of the counsel for the Company.

15.  Designation of Beneficiary. Each Participant may designate a beneficiary or
beneficiaries (which beneficiary may be an entity other than a natural person)
to receive any payments which may be made following the Participant's death.
Such designation may be changed or cancelled at any time without the consent of
any such beneficiary. Any such designation, change or cancellation must be made
in a form approved by the Compensation Committee and shall not be effective
until received by the Compensation Committee. If no beneficiary has been named,
or the designated beneficiary or beneficiaries shall have predeceased the
Participant, the beneficiary shall be the Participant's spouse or, if no spouse
survives the Participant, the Participant's estate. If a Participant designates
more than one beneficiary, the rights of such beneficiaries shall be payable in
equal shares, unless the Participant has designated otherwise.

16.  Employment Rights. An Award made under the Plan shall not confer any right
on the Participant to continue in the employ of the Company or any subsidiary or
limit in any way the right of his employer to terminate his employment at any
time.

17.  Expenses. The expenses of administering the Plan shall be borne by the
Company.

18.  Dilution, Recapitalization and Other Adjustments. In case the Company shall
at any time issue any shares of Common Stock (i) in a stock split or other
increase of outstanding shares of Common Stock, by reclassification or
otherwise, whereby the par value of shares is reduced, or (ii) in payment of a
stock dividend, the number of Performance Shares which have been awarded but not
paid, the maximum number of Performance Shares which may be awarded under the
Plan, and the maximum number of shares of Common Stock which may be issued in
payment of the Awards (see Section 11) shall be increased proportionately; and
in like manner, in case of any combination of shares of Common Stock, by a
reverse stock split, reclassification or otherwise, the number of Performance
Shares which have been awarded but not paid, the maximum number of Performance
Shares which may be awarded under the Plan, and the maximum number of shares of
Common Stock which may be issued in payment of the Awards shall be reduced
proportionately.

19.  Amendment and Termination of the Plan. The Board of Directors of the
Company may amend, suspend or terminate the Plan at any time; provided, however,
that no amendment may, without stockholder approval, increase the total number
of Performance Shares which may be awarded or paid under the Plan or change the
definition of Performance Share.

20.  Plan Termination. The Board of Directors may terminate the Plan at any time
in their discretion and in such event no Awards shall be made after the date of
such Plan Termination.

     Plan Termination shall occur automatically and without requirement of any
action by the Board of Directors upon a "Change in Control". "Change in Control"
means (i) acquisition by any person (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")) of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of the
Common Stock then outstanding; or (ii) the

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consummation of (A) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Common Stock are converted into cash, securities or other
property, other than a merger of the Company in which the holders of Common
Stock immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger as they
had in Common Stock immediately prior to the merger, or (B) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company,
including, without limitation, any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all or substantially
all, of the assets of the Company.

     Payment of all Awards outstanding at the date of Plan Termination shall
be made as promptly as possible after such date and payment of each such Award
shall be computed in the same manner as in Section 7 using the effective date of
Plan Termination in place of the date of death or the date of the determination
of total and permanent disability, except that the Common Stock will be priced
at Fair Market Value based on the twenty (20) trading days immediately preceding
the date of Plan Termination.

21.  Construction. The use of the masculine gender herein shall be deemed to
refer to the feminine as well. All headings are included for convenience of
reference and shall not be deemed a part of this Plan.

22.  Interpretation. Notwithstanding anything else contained in this Plan to the
contrary, if any Award of Performance Shares is intended, at the time of grant,
to be other performance based compensation within the meaning of Section
162(m)(4)(C) of the Code, to the extent required to so qualify any award
hereunder, the Committee shall not be entitled to exercise any discretion
otherwise authorized under this Plan with respect to such Award if the ability
to exercise such discretion (as opposed to the exercise of such discretion)
would cause such Award to fail to qualify as other performance based
compensation.






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