FIRST AMENDMENT TO THE THIRD AMENDMENT AND RESTATEMENT OF THE ALABAMA NATIONAL BANCORPORATION PERFORMANCE SHARE PLAN

Exhibit 10.3A

FIRST AMENDMENT TO

THE THIRD AMENDMENT AND RESTATEMENT OF

THE ALABAMA NATIONAL BANCORPORATION

PERFORMANCE SHARE PLAN

(Effective as of December 30, 2005)

Recitals

WHEREAS , the Board of Directors and the stockholders of Alabama National BanCorporation (the “Corporation”) have previously adopted and approved the Alabama National BanCorporation Performance Share Plan (as amended and restated through the date hereof, the “Performance Share Plan”);

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

WHEREAS , the Board of Directors of the Corporation is permitted to amend the Pe