Filed by Alabama National BanCorporation

Pursuant to Rule 425 under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Alabama National BanCorporation

Commission File No. 0-25160

On October 23, 2007, Alabama National BanCorporation issued the attached press release

announcing its financial results for the nine months and quarter ended September 30, 2007.

 

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Alabama National BanCorporation Announces

Third Quarter 2007 Earnings

FOR IMMEDIATE RELEASE – Birmingham, Alabama (October 23, 2007) – Alabama National BanCorporation (“ANB”) (NASDAQ/Global Select Market: ALAB) today announced earnings for the quarter and nine-month period ended September 30, 2007.

For the 2007 third quarter, ANB reported net income of $19.8 million, or $0.95 per diluted share. Nine months year-to-date net income was $61.8 million, or $2.96 per diluted share. As previously reported, ANB sold its ANB Insurance Services, Inc. subsidiary during the 2007 second quarter. Earnings from the operation of this subsidiary and the gain from its sale are carried as income from discontinued operations in the income statement.

Excluding the discontinued insurance operations from all periods, ANB reported earnings from continuing operations of $19.8 million in the 2007 third quarter, down 6.1% from the $21.1 million earned in the 2007 second quarter and down 1.4% from the 2006 third quarter’s $20.1 million in net income from continuing operations. Diluted earnings per share (continuing operations) of $0.95 in the 2007 third quarter were 5.6% below the $1.01 reported in the 2007 second quarter and 9.7% below the $1.06 reported in the year ago third quarter. Diluted cash earnings per share (continuing operations) were $0.99 in the 2007 third quarter, as compared with $1.05 and $1.10 in the 2007 second quarter and 2006 third quarter, respectively.

Total revenue from continuing operations in the 2007 third quarter was $85.1 million. This revenue total was down 0.9% from the $85.9 million reported in the 2007 second quarter, and up 10.6% from the 2006 third quarter’s $76.9 million.

For the nine months ended September 30, 2007, ANB’s $60.6 million in income from continuing operations equated to $2.91 in diluted earnings per share, down 5.8% from the $3.09 earned in the first nine months of 2006. Year-to-date revenue for the first nine months of 2007 was $253.7 million, up 13.1% from the 2006 nine months.

ANB’s third quarter 2007 taxable equivalent net interest margin declined to 3.63%, down from the 3.72% reported in the 2007 second quarter. On a year-to-date basis, the 2007 nine months net interest margin of 3.70% was 0.21% below levels for the same period in 2006. Ending loans (excluding loans held for sale) grew $56.5 million during the 2007 third quarter, representing a 4.0% annualized growth rate for the quarter. During the nine months ended September 30, 2007, ending loans grew $305.9 million, representing an annualized growth rate of 7.5%. Ending deposits of $5.68 billion at September 30, 2007 were down slightly from second quarter levels and grew at a 2.8% annualized rate for the first nine months of 2007. Ending total assets at September 30, 2007 were $7.97 billion.

On the credit quality front, ANB recognized $2.7 million in net charge-offs for the 2007 third quarter, representing 0.19% of loans on an annualized basis, bringing the nine month year-to-date annualized net charge-off rate to 0.13%. The company recorded a provision for loan losses of $3.3 million in the 2007 third quarter, up from $1.1 million recorded in the 2006 third quarter. Nonaccrual loans were $20.2 million at quarter end, or 0.35% of total loans. Other real estate owned at September 30, 2007 was $8.0 million, bringing total nonperforming assets to $28.2 million. As a percentage of period-end loans and other real estate owned, nonperforming assets rose to 0.49% as compared with 0.18% in the year ago quarter and 0.32% in the quarter ended June 30, 2007.

“We look forward to our forthcoming merger with RBC Centura Banks, Inc.,” said John H. Holcomb III, Chairman and CEO. “Our planning efforts with our new partner are focused on ensuring a smooth transition for our customers as we prepare to introduce additional products and services as part of the RBC family.”

ANB’s performance resulted in a return on average tangible assets of 1.04% and a return on average tangible equity of 14.25% for the 2007 third quarter, down from 1.22% and 17.00%, respectively, in the

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2006 third quarter. On a 2007 year-to-date basis, these ratios were 1.10% and 15.04%, respectively. Tangible book value per share at September 30, 2007 was $27.29.

ANB is a bank holding company operating 103 banking locations through ten bank subsidiaries in Alabama, Florida and Georgia. Alabama subsidiaries include: First American Bank in north central Alabama; and Alabama Exchange Bank in Tuskegee. Florida subsidiaries are: Indian River National Bank in Vero Beach; First Gulf Bank, N.A. in Escambia County, Florida and Baldwin County, Alabama; Florida Choice Bank in metropolitan Orlando and central Florida; Community Bank of Naples, N.A.; CypressCoquina Bank in Ormond Beach; and Millennium Bank in Gainesville. ANB has two subsidiaries in Georgia: Georgia State Bank and The Peachtree Bank, both in metropolitan Atlanta. ANB provides full banking services to individuals and businesses. Commercial mortgage services, including the origination of permanent commercial real estate mortgage loans for various lenders, are provided by Byars and Company, a division of First American Bank. Brokerage services are provided to customers through First American Bank’s wholly owned subsidiary, NBC Securities, Inc. Investments are not bank guaranteed, not FDIC insured and may lose value.

Alabama National BanCorporation common stock is traded on the NASDAQ Global Select Market under the symbol “ALAB.”

Conference Call:

Alabama National will not be holding a conference call this quarter to discuss these results.

Many of the comparisons of financial data from period to period presented in the narrative of this release have been rounded from actual values reported in the attached selected unaudited financial tables. The percentage changes presented above are based on a comparison of the actual values recorded in the attached tables, not the rounded values.

This press release, including the attached selected unaudited financial tables which are a part of this release, contains financial information determined by methods other than in accordance with generally accepted accounting principles (“GAAP”). These “non-GAAP” financial measures are “cash earnings” (cash earnings per share), “tangible book value” (tangible book value per share), “return on average tangible equity” and “return on average tangible assets.” ANB’s management uses these non-GAAP measures in its analysis of ANB’s performance. Cash earnings is defined as net income plus amortization expense (net of tax) applicable to intangible assets that do not qualify as regulatory capital. Cash earnings per basic and diluted share is defined as cash earnings divided by basic and diluted common shares outstanding. ANB’s management includes cash earnings measures to compare the company’s earnings exclusive of non-cash amortization expense and because it is a measure used by many investors as part of their analysis of ANB’s performance. Tangible book value is defined as total equity reduced by recorded intangible assets. Tangible book value per share is defined as tangible book value divided by total common shares outstanding. This measure is important to many investors in the marketplace that are interested in changes from period to period in book value per share exclusive of changes in intangible assets. Goodwill, an intangible asset that is recorded in a purchase business combination, has the effect of increasing total book value while not increasing the tangible assets of the company. For companies such as Alabama National that have engaged in multiple business combinations, purchase accounting requires the recording of significant amounts of goodwill related to such transactions. Return on average tangible equity is defined as annualized earnings for the period divided by average equity reduced by average goodwill and other intangible assets. Return on average tangible assets is defined as annualized earnings for the period divided by average assets reduced by average goodwill and other intangible assets. ANB’s management includes these measures because it believes that they are important when measuring the company’s performance exclusive of the effects of goodwill and other intangibles recorded in recent acquisitions, and these measures are used by many investors as part of their analysis of ANB. These disclosures should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Refer to the “Reconciliation Table” in the attached unaudited financial tables for a more detailed analysis of these non-GAAP performance measures and the most directly comparable GAAP measures.

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This press release contains forward-looking statements as defined by federal securities laws. Statements contained in this press release which are not historical facts are forward-looking statements. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. ANB undertakes no obligation to update these statements following the date of this press release. In addition, ANB, through its senior management, may make from time to time forward-looking public statements concerning the matters described herein. Such forward-looking statements are necessarily estimates reflecting the best judgment of ANB’s senior management based upon current information and involve a number of risks and uncertainties. Certain factors which could affect the accuracy of such forward-looking statements are identified in the public filings made by ANB with the Securities and Exchange Commission, and forward looking statements contained in this press release or in other public statements of ANB or its senior management should be considered in light of those factors. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.

Where You Can Find Additional Information About ANB’s Proposed Merger with RBC Centura Banks, Inc.

The proposed merger of ANB with RBC Centura Banks, Inc., a wholly-owned subsidiary of Royal Bank of Canada (“RBC”), will be submitted to ANB’s stockholders for consideration. RBC will file with the SEC a Registration Statement on Form F-4 that includes a preliminary version of a proxy statement of ANB that also constitutes a preliminary prospectus of RBC. RBC intends to file the F-4 with the SEC on or about November 30, 2007. Following the F-4 being declared effective by the SEC, ANB intends to mail the final proxy statement/prospectus to its stockholders. ANB stockholders are urged to read the final proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. You may obtain a free copy of the F-4 (when it becomes available) and the final proxy statement/prospectus (when it becomes available) and other documents related to the merger filed by ANB and RBC with the SEC at the SEC’s website at www.sec.gov. You may also obtain documents filed with the SEC by RBC free of charge from RBC’s website (www.rbc.com) under the heading “News and Information – Investor Relations” and then under the heading “Regulatory Filings” and then under the heading “Link to EDGAR Information and Filings” and then, once it is filed, to the F-4 (or the most recent amendment thereto). You may also obtain documents filed with the SEC by ANB free of charge from ANB’s website (www.alabamanational.com) under the heading “Financial Reports” and then under the item “SEC Filings.”

Participants in the Merger

RBC, RBC Centura Banks, Inc., ANB and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ANB stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of ANB stockholders in connection with the merger will be set forth in the final proxy statement/prospectus when it becomes available. You can find information about RBC’s executive officers and directors in its management proxy circular filed with the SEC as an exhibit to its Form 6-K on February 9, 2007. You can find information about ANB’s executive officers and directors in its definitive proxy statement filed with the SEC on April 12, 2007. You can obtain free copies of these documents from the websites of RBC, ANB or the SEC.

Contacts: Alabama National BanCorporation

 

John H. Holcomb III Chairman of the Board and Chief Executive Officer (205) 583-3648		William E. Matthews, V Executive Vice President and Chief Financial Officer (205) 583-3650

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ALABAMA NATIONAL BANCORPORATION

(Unaudited Financial Highlights)

(in thousands, except per share amounts and percentages)

 

		Three Months Ended September 30,								Percentage Change (b)
		2007				2006
Net interest income		$	63,731			$	58,196			9.5	%
Noninterest income			21,354				18,736			14.0
Total revenue			85,085				76,932			10.6
Provision for loan and lease losses			3,267				1,130			189.1
Noninterest expense			52,182				45,288			15.2
Income from continuing operations before taxes			29,636				30,514			(2.9	)
Income taxes			9,852				10,446			(5.7	)
Net income from continuing operations			19,784				20,068			(1.4	)
Income from discontinued operations (net of tax)			2				45			(95.6	)
Net income		$	19,786			$	20,113			(1.6	)%
Weighted average common and common equivalent shares outstanding
Basic			20,604				18,834			9.4	%
Diluted			20,751				19,012			9.1
Net income per common share from continuing operations
Basic		$	.96			$	1.07			(9.9	)%
Diluted			.95				1.06			(9.7	)
Net income per common share
Basic		$	.96			$	1.07			(10.1	)%
Diluted			.95				1.06			(9.9	)
Cash earnings per share from continuing operations (a)
Total		$	20,632			$	20,943			(1.5	)%
Basic			1.00				1.11			(9.9	)
Diluted			.99				1.10			(9.7	)
Cash dividends declared on common stock		$	.41			$	.375
Return on average assets			1.00	%			1.18	%
Return on average tangible assets			1.04				1.22
Return on average equity			8.96				11.41
Return on average tangible equity			14.25				17.00
Noninterest Income
Service charge income		$	4,903			$	4,042			21.3	%
Investment services income			1,189				1,292			(8.0	)
Wealth management income			6,373				5,371			18.7
Gain on sale of mortgages			2,945				2,774			6.2
Commercial mortgage banking income			363				518			(29.9	)
Gain on disposal of assets			131				13			907.7
Bank owned life insurance			1,142				988			15.6
Other			4,308				3,738			15.2
Total noninterest income		$	21,354			$	18,736			14.0	%

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(a)	Cash earnings exclude the effect on earnings of amortization expense applicable to intangible assets that do not qualify as regulatory capital.

(b)	Percentage change based on actual not rounded values.

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		Nine Months Ended September 30,								Percentage Change (b)
		2007				2006
Net interest income		$	190,988			$	169,714			12.5	%
Noninterest income			62,706				54,546			15.0
Total revenue			253,694				224,260			13.1
Provision for loan and lease losses			8,302				4,293			93.4
Noninterest expense			153,983				132,704			16.0
Income from continuing operations before taxes			91,409				87,263			4.8
Income taxes			30,791				30,110			2.3
Net income from continuing operations			60,618				57,153			6.1
Income from discontinued operations (net of tax)			1,151				150			667.3
Net income		$	61,769			$	57,303			7.8	%
Weighted average common and common equivalent shares outstanding
Basic			20,702				18,336			12.9	%
Diluted			20,861				18,521			12.6
Net income per common share from continuing operations
Basic		$	2.93			$	3.12			(6.1	)%
Diluted			2.91				3.09			(5.8	)
Net income per common share
Basic		$	2.98			$	3.13			(4.5	)%
Diluted			2.96				3.09			(4.3	)
Cash earnings per share from continuing operations (a)
Total		$	63,275			$	59,454			6.4	%
Basic			3.06				3.24			(5.7	)
Diluted			3.03				3.21			(5.5	)
Cash dividends declared on common stock		$	1.23			$	1.125
Return on average assets			1.06	%			1.18	%
Return on average tangible assets			1.10				1.22
Return on average equity			9.49				11.71
Return on average tangible equity			15.04				17.08
Noninterest Income
Service charge income		$	13,015			$	11,753			10.7	%
Investment services income			3,914				3,122			25.4
Wealth management income			18,409				16,102			14.3
Gain on sale of mortgages			9,811				8,046			21.9
Commercial mortgage banking income			1,159				1,534			(24.4	)
Gain on disposal of assets			624				552			13.0
Securities (losses) gains			—				(1,250	)		NM
Bank owned life insurance			3,367				2,528			33.2
Other			12,407				12,159			2.0
Total noninterest income		$	62,706			$	54,546			15.0	%

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(a)	Cash earnings exclude the effect on earnings of amortization expense applicable to intangible assets that do not qualify as regulatory capital.

(b)	Percentage change based on actual not rounded values.

NM	– Not meaningful

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		September 30, 2007			December 31, 2006			Percentage Change
Total assets		$	7,967,331		$	7,671,274		3.9	%
Earning assets			7,152,863			6,856,309		4.3
Securities (a)			1,253,681			1,265,774		(1.0	)
Loans held for sale			22,018			27,652		(20.4	)
Loans and leases, net of unearned income			5,761,997			5,456,136		5.6
Allowance for loan and lease losses			71,026			68,246		4.1
Deposits			5,682,313			5,567,603		2.1
Short-term borrowings			149,300			161,830		(7.7	)
Long-term debt			460,339			402,399		14.4
Stockholders’ equity			880,956			853,623		3.2

 

(a)	Excludes trading securities

ASSET QUALITY ANALYSIS

(in thousands, except percentages)

 

		As of / For the Three Months Ended
		Sept 30, 2007				June 30, 2007				Sept 30, 2006
Nonaccrual loans		$	20,239			$	10,686			$	8,344
Restructured loans			—				—				—
Loans past due 90 days or more and still accruing			-0-				-0-				-0-
Total nonperforming loans			20,239				10,686				8,344
Other real estate owned			7,969				7,678				381
Total nonperforming assets			28,208				18,364				8,725
Total non performing assets as a percentage of period-end loans and other real estate (a)			0.49	%			0.32	%			0.18	%
Allowance for loan and lease losses		$	71,026			$	70,474			$	61,354
Provision for loan and lease losses			3,267				3,273				1,130
Loans charged off			2,981				2,799				848
Loan recoveries			266				323				333
Net loan and lease losses			2,715				2,476				515
Allowance for loan and lease losses as a percentage of period-end loans and leases (a)			1.23	%			1.24	%			1.26	%
Allowance for loan and lease losses as a percentage of period-end nonperforming loans			350.94				659.50				735.31
Net losses to average loans and leases (annualized)			0.19				0.18				0.04
		For the Nine Months Ended September 30,								Percentage Change
		2007				2006
Provision for loan and lease losses		$	8,302			$	4,293				93.4	%
Loans charged off			6,281				1,866				236.60
Loan recoveries			759				1,033				(26.5	)
Net loan and lease losses			5,522				833				562.9
Net losses to average loans and leases (annualized)			0.13	%			0.02	%

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(a)	Excludes loans held for sale

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TAXABLE EQUIVALENT YIELDS/RATES

 

		Three Months Ended
		Sept 30, 2007				June 30, 2007				Sept 30, 2006
Interest income:
Interest and fees on loans			8.03	%			8.09	%		7.95	%
Interest on securities:
Taxable			4.61				4.61			4.46
Non-taxable			6.30				6.08			6.38
Total interest earning assets			7.44				7.48			7.27
Interest expense:
Interest on deposits			4.19	%			4.17	%		3.72	%
Interest on short-term borrowing			5.46				5.49			5.62
Interest on long-term debt			5.05				5.09			5.22
Total interest bearing liabilities			4.34				4.32			4.03
Net interest spread			3.10				3.16			3.24
Net interest margin			3.63				3.72			3.81
		Nine Months Ended September 30,
		2007				2006
Interest income:
Interest and fees on loans			8.08	%			7.72	%
Interest on securities:
Taxable			4.61				4.43
Non-taxable			6.21				6.43
Total interest earning assets			7.46				7.06
Interest expense:
Interest on deposits			4.15	%			3.39	%
Interest on short-term borrowing			5.34				5.25
Interest on long-term debt			5.17				4.98
Total interest bearing liabilities			4.31				3.68
Net interest spread			3.15				3.38
Net interest margin			3.70				3.91
STOCKHOLDERS’ EQUITY AND CAPITAL RATIOS
		September 30, 2007				December 31, 2006
Stockholders’ Equity:
Equity to assets			11.06	%			11.13	%
Leverage ratio			8.04				7.99
Book value per common share (a)		$	43.19			$	41.51
Tangible book value per common share (a)(b)			27.29				25.55
Ending shares outstanding			20,397				20,562

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(a)	Includes a cumulative mark to market adjustment to equity of $(0.25) and $(0.29) per share at September 30, 2007 and December 31, 2006, respectively.

(b)	Total equity reduced by intangible assets divided by common shares outstanding.

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RECONCILIATION TABLE

(in thousands, except per share amounts and percentages)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2007				2006				2007				2006
Net income from continuing operations		$	19,784			$	20,068			$	60,618			$	57,153
Amortization of intangibles, net of tax			848				875				2,657				2,301
Cash earnings from continuing operations		$	20,632			$	20,943			$	63,275			$	59,454
Net income per common share from continuing operations—basic		$	0.96			$	1.07			$	2.93			$	3.12
Effect of amortization of intangibles per share			0.04				0.04				0.13				0.12
Cash earnings per common share from continuing operations—basic		$	1.00			$	1.11			$	3.06			$	3.24
Net income per common share from continuing operations—diluted		$	0.95			$	1.06			$	2.91			$	3.09
Effect of amortization of intangibles per share			0.04				0.04				0.12				0.12
Cash earnings per common share from continuing operations—diluted		$	0.99			$	1.10			$	3.03			$	3.21
Average assets		$	7,884,691			$	6,752,745			$	7,812,661			$	6,470,383
Average intangible assets			(324,921	)			(230,011	)			(321,419	)			(205,795	)
Average tangible assets		$	7,559,770			$	6,522,734			$	7,491,242			$	6,264,588
Return on average assets			1.00	%			1.18	%			1.06	%			1.18	%
Effect of average intangible assets			0.04				0.04				0.04				0.04
Return on average tangible assets			1.04	%			1.22	%			1.10	%			1.22	%
Average equity		$	875,842			$	699,333			$	870,475			$	654,280
Average intangible assets			(324,921	)			(230,011	)			(321,419	)			(205,795	)
Average tangible equity		$	550,921			$	469,322			$	549,056			$	448,485
Return on average equity			8.96	%			11.41	%			9.49	%			11.71	%
Effect of average intangible assets			5.29				5.59				5.55				5.37
Return on average tangible equity			14.25	%			17.00	%			15.04	%			17.08	%
							As of
							September 30, 2007				December 31, 2006
Book value						$	880,956			$	853,623
Intangible assets							(324,279	)			(328,166	)
Tangible book value						$	556,677			$	525,457
Book value per common share						$	43.19			$	41.51
Effect of intangible assets per share							(15.90	)			(15.96	)
Tangible book value per common share						$	27.29			$	25.55

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Alabama National BanCorporation and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(In thousands, except share amounts)

 

		September 30, 2007				December 31, 2006
Assets
Cash and due from banks		$	164,103			$	200,153
Interest-bearing deposits in other banks			27,983				16,350
Federal funds sold and securities purchased under resell agreements			86,364				89,865
Trading securities, at fair value			820				532
Investment securities (fair values of $729,561 and $705,460)			737,780				716,406
Securities available for sale, at fair value			515,901				549,368
Loans held for sale			22,018				27,652
Loans and leases			5,766,151				5,461,400
Unearned income			(4,154	)			(5,264	)
Loans and leases, net of unearned income			5,761,997				5,456,136
Allowance for loan and lease losses			(71,026	)			(68,246	)
Net loans and leases			5,690,971				5,387,890
Property, equipment and leasehold improvements, net			173,666				155,001
Assets to be disposed of			—				3,549
Goodwill			311,658				311,583
Other intangible assets, net			12,621				16,583
Cash surrender value of life insurance			108,384				104,992
Receivable from investment division customers			13,998				1,114
Other assets			101,064				90,236
Totals		$	7,967,331			$	7,671,274
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing		$	755,248			$	849,127
Interest bearing			4,927,065				4,718,476
Total deposits			5,682,313				5,567,603
Federal funds purchased and securities sold under repurchase agreements			719,823				627,297
Liabilities to be disposed of			—				1,019
Accrued expenses and other liabilities			59,782				56,057
Payable for securities purchased for investment division customers			14,818				1,446
Short-term borrowings			149,300				161,830
Long-term debt			460,339				402,399
Total liabilities			7,086,375				6,817,651
Common stock, $1 par; 50,000,000 shares authorized; 20,626,500 and 20,562,467 shares issued at September 30, 2007 and December 31, 2006, respectively			20,627				20,562
Additional paid-in capital			577,064				573,756
Retained earnings			302,594				266,668
Treasury stock at cost, 230,000 shares at September 30, 2007			(14,221	)			—
Accumulated other comprehensive loss, net of tax			(5,108	)			(7,363	)
Total stockholders’ equity			880,956				853,623
Totals		$	7,967,331			$	7,671,274

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Alabama National BanCorporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

(In thousands, except per share data)

 

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2007			2006			2007			2006
Interest income:
Interest and fees on loans and leases		$	116,151		$	97,279		$	342,816		$	266,374
Interest on securities			14,436			13,275			42,402			38,329
Interest on deposits in other banks			265			225			819			450
Interest on trading securities			8			15			32			34
Interest on federal funds sold and securities purchased under resell agreements			888			806			2,682			2,531
Total interest income			131,748			111,600			388,751			307,718
Interest expense:
Interest on deposits			52,806			38,019			153,347			99,059
Interest on federal funds purchased and securities sold under repurchase agreements			7,534			8,142			22,353			21,207
Interest on short-term borrowings			1,912			2,117			5,587			3,238
Interest on long-term debt			5,765			5,126			16,476			14,500
Total interest expense			68,017			53,404			197,763			138,004
Net interest income			63,731			58,196			190,988			169,714
Provision for loan and lease losses			3,267			1,130			8,302			4,293
Net interest income after provision for loan and lease losses			60,464			57,066			182,686			165,421
Noninterest income:
Securities losses			—			—			—			(1,250	)
Gain on disposition of assets			131			13			624			552
Service charges on deposit accounts			4,903			4,042			13,015			11,753
Investment services income			1,189			1,292			3,914			3,122
Wealth management income			6,373			5,371			18,409			16,102
Gain on sale of mortgages			2,945			2,774			9,811			8,046
Commercial mortgage banking income			363			518			1,159			1,534
Bank owned life insurance			1,142			988			3,367			2,528
Other			4,308			3,738			12,407			12,159
Total noninterest income			21,354			18,736			62,706			54,546
Noninterest expense:
Salaries and employee benefits			26,695			23,582			78,950			68,989
Commission based compensation			5,198			4,586			15,131			13,143
Occupancy and equipment expenses			5,845			5,160			17,364			14,843
Amortization of intangibles			1,262			1,262			3,961			3,290
Other			13,182			10,698			38,577			32,439
Total noninterest expense			52,182			45,288			153,983			132,704
Income before provision for income taxes from continuing operations			29,636			30,514			91,409			87,263
Provision for income taxes			9,852			10,446			30,791			30,110
Net income from continuing operations			19,784			20,068			60,618			57,153
Income from discontinued operations, including a gain on disposal of $1,462,000 for the nine months ended September 30, 2007 (net of tax)			2			45			1,151			150
Net income		$	19,786		$	20,113		$	61,769		$	57,303
Weighted average common shares outstanding:
Basic			20,604			18,834			20,702			18,336
Diluted			20,751			19,012			20,861			18,521
Earnings per common share from continuing operations:
Basic		$	0.96		$	1.07		$	2.93		$	3.12
Diluted		$	0.95		$	1.06		$	2.91		$	3.09
Earnings per common share:
Basic		$	0.96		$	1.07		$	2.98		$	3.13
Diluted		$	0.95		$	1.06		$	2.96		$	3.09

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AVERAGE BALANCES, INCOME AND EXPENSES AND RATES

(Amounts in thousands, except yields and rates)

 

		Three Months 09/30/07										Three Months 09/30/06
		Average Balance				Income/ Expense			Yield/ Cost			Average Balance				Income/ Expense			Yield/ Cost
Assets:
Earning assets:
Loans and leases (1)		$	5,747,873			$	116,327		8.03	%		$	4,861,167			$	97,415		7.95	%
Securities:
Taxable			1,087,449				12,624		4.61				1,095,864				12,312		4.46
Tax exempt			172,851				2,746		6.30				90,761				1,459		6.38
Cash balances in other banks			21,320				265		4.93				17,796				225		5.02
Funds sold			59,031				888		5.97				57,876				806		5.53
Trading account securities			587				8		5.41				1,245				15		4.78
Total earning assets (2)			7,089,111				132,858		7.44				6,124,709				112,232		7.27
Cash and due from banks			168,465										168,449
Premises and equipment			168,834										139,617
Other assets			529,332										381,126
Allowance for loan and lease losses			(71,051	)									(61,156	)
Total assets		$	7,884,691									$	6,752,745
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts		$	1,169,311			$	8,604		2.92	%		$	1,114,186			$	8,135		2.90	%
Savings deposits			1,058,083				9,138		3.43				955,355				7,217		3.00
Time deposits			2,771,279				35,064		5.02				1,987,488				22,667		4.52
Funds purchased			624,192				7,534		4.79				662,649				8,142		4.87
Other short-term borrowings			139,054				1,912		5.46				149,362				2,117		5.62
Long-term debt			453,231				5,765		5.05				389,516				5,126		5.22
Total interest-bearing liabilities			6,215,150				68,017		4.34				5,258,556				53,404		4.03
Demand deposits			729,799										748,486
Accrued interest and other liabilities			63,900										46,371
Stockholders’ equity			875,842										699,333
Total liabilities and stockholders’ equity		$	7,884,691									$	6,752,745
Net interest spread									3.10	%									3.24	%
Net interest income/margin on a taxable equivalent basis							64,841		3.63	%							58,828		3.81	%
Tax equivalent adjustment (2)							1,110										632
Net interest income/margin						$	63,731		3.57	%						$	58,196		3.77	%

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(1)	Average loans include nonaccrual loans. All loans and deposits are domestic.

(2)	Tax equivalent adjustments are based on the assumed rate of 34%, and do not give effect to the disallowance for Federal income tax purposes of interest expense related to certain tax-exempt assets.

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AVERAGE BALANCES, INCOME AND EXPENSES AND RATES

(Amounts in thousands, except yields and rates)

 

		Nine Months 09/30/07										Nine Months 09/30/06
		Average Balance				Income/ Expense			Yield/ Cost			Average Balance				Income/ Expense			Yield/ Cost
Assets:
Earning assets:
Loans and leases (1)		$	5,681,298			$	343,406		8.08	%		$	4,617,531			$	266,759		7.72	%
Securities:
Taxable			1,094,154				37,722		4.61				1,084,872				35,939		4.43
Tax exempt			152,762				7,091		6.21				75,278				3,621		6.43
Cash balances in other banks			22,128				819		4.95				12,718				450		4.73
Funds sold			65,444				2,682		5.48				65,844				2,531		5.14
Trading account securities			849				32		5.04				1,019				34		4.46
Total earning assets (2)			7,016,635				391,752		7.46				5,857,262				309,334		7.06
Cash and due from banks			179,679										179,982
Premises and equipment			164,062										128,875
Other assets			522,462										362,587
Allowance for loan and lease losses			(70,177	)									(58,323	)
Total assets		$	7,812,661									$	6,470,383
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts		$	1,183,641			$	25,709		2.90	%		$	1,096,629			$	21,580		2.63	%
Savings deposits			1,095,800				28,562		3.48				930,326				18,391		2.64
Time deposits			2,657,424				99,076		4.98				1,885,467				59,088		4.19
Funds purchased			626,632				22,353		4.77				626,496				21,207		4.53
Other short-term borrowings			139,975				5,587		5.34				82,390				3,238		5.25
Long-term debt			425,933				16,476		5.17				388,959				14,500		4.98
Total interest-bearing liabilities			6,129,405				197,763		4.31				5,010,267				138,004		3.68
Demand deposits			754,311										736,455
Accrued interest and other liabilities			58,470										69,381
Stockholders’ equity			870,475										654,280
Total liabilities and stockholders’ equity		$	7,812,661									$	6,470,383
Net interest spread									3.15	%									3.38	%
Net interest income/margin on a taxable equivalent basis							193,989		3.70	%							171,330		3.91	%
Tax equivalent adjustment (2)							3,001										1,616
Net interest income/margin						$	190,988		3.64	%						$	169,714		3.87	%

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(1)	Average loans include nonaccrual loans. All loans and deposits are domestic.

(2)	Tax equivalent adjustments are based on the assumed rate of 34%, and do not give effect to the disallowance for Federal income tax purposes of interest expense related to certain tax-exempt assets.