AMENDMENT ONE ALABAMA NATIONAL BANCORPORATION PERFORMANCE SHARE AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS OF AFFILIATE BANKS

Exhibit 10.42A

AMENDMENT ONE

ALABAMA NATIONAL BANCORPORATION

PERFORMANCE SHARE AND DEFERRAL PLAN

FOR NON-EMPLOYEE DIRECTORS OF

AFFILIATE BANKS

This Amendment One to the Alabama National BanCorporation Performance Share and Deferral Plan for Non-Employee Directors of Affiliate Banks is hereby made as of this 30 ^th day of December, 2005, by Alabama National BanCorporation.

WITNESSETH :

WHEREAS , Alabama National BanCorporation (the “Employer”) has previously adopted and approved the Alabama National BanCorporation Performance Share and Deferral Plan for Non-Employee Directors of Affiliate Banks (the “Plan”);

WHEREAS , pursuant to duly adopted resolutions, the Board of Directors of the Employer has elected to adopt an amendment (the “Amendment”) to the Plan in order to ensure that amounts deferred under the Plan and allocated as a share allotment are not required to be classified as a liability of the Employer pursuant to Financial Accounting Standards Board Statement 123 (revised 2004), Share-Based Payment (“FAS 123(R)”); and

WHEREAS , the Employer now desires to amend the Plan in accordance Section&n