Common use of Proposed Transaction Clause in Contracts

Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: Alabama National is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. Indian River is a Florida corporation based in Vero Beach, Florida, that is the parent company of Indian River National Bank, a banking corporation organized under the laws of the United States and engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable Alabama National to acquire the assets and business of Indian River through the merger of Indian River into Alabama National. After the Merger, Indian River National Bank’s operations and business will be continued by Alabama National. Indian River and Alabama National have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Under the Agreement, Indian River will merge with and into Alabama National. Immediately upon the Effective Time, Indian River’s corporate existence will cease, and Alabama National will be the surviving corporation. As the surviving corporation, Alabama National will succeed to all of the assets and liabilities of Indian River. Indian River National Bank will continue its operations as a subsidiary of Alabama National. By virtue of the Merger, each share of Indian River Common Stock issued and outstanding prior to the Effective Time, and held by shareholders other than Alabama National, will be exchanged for consideration consisting of Alabama National Common Stock or cash, depending on the elections of the holders of Indian River Common Stock and Alabama National. More specifically, each holder of issued and outstanding shares of Indian River Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of Indian River Common Stock, 0.9408 shares of Alabama National Common Stock (as potentially adjusted pursuant to Section 3.1(b)(2) of the Agreement). Holders of Indian River Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving Alabama National Common Stock in the Merger. Holders who are to receive cash in lieu of exchanging their shares of Indian River Common Stock for Alabama National Common Stock are to receive an amount in cash equal to the product of (i) the Average Quoted Price multiplied by (ii) the Exchange Ratio for each share of Indian River Common Stock that is so converted. Notwithstanding the preceding sentence, the maximum amount of cash consideration that may be paid in connection with the Merger (the “Maximum Cash Amount”) shall not exceed 10% of the aggregate merger consideration, unless otherwise determined by Alabama National in its sole discretion. Alabama National will not issue fractional shares, and holders of Indian River Common Stock will receive cash for their fractional shares. December 19, 2003

Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: Alabama National is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. Indian River PBF is a Florida Georgia corporation based in Vero BeachDuluth, FloridaGeorgia, that and currently is the parent company of Indian River National Bank, a one banking corporation organized under the laws of the United States subsidiary and certain capital trust subsidiaries engaged in the business of providing banking and other financial institution services to its customerstheir customers (the “PBF Subsidiaries”). The purpose of the Merger is to enable Alabama National to acquire the assets and business of Indian River PBF through the merger of Indian River PBF into Alabama National. After the Merger, Indian River National Bank’s the operations and business of PBF and the PBF Subsidiaries will be continued by Alabama National. Indian River PBF and Alabama National have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Under the Agreement, Indian River PBF will merge with and into Alabama National. Immediately upon the Effective Time, Indian RiverPBF’s corporate existence will cease, and Alabama National will be the surviving corporation. As the surviving corporation, Alabama National will succeed to all of the assets and liabilities of Indian RiverPBF. Indian River National Bank The PBF Subsidiaries will continue its their operations as a subsidiary subsidiaries of Alabama National. By virtue of the Merger, each share of Indian River PBF Common Stock (excluding shares held by any PBF Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of the Agreement) issued and outstanding prior to at the Effective Time, and held by shareholders other than Alabama National, will be exchanged for consideration consisting of Alabama National Common Stock or cashand, depending on upon the elections election of the holders of Indian River Common Stock and Alabama NationalNational in certain circumstances as described below, possibly cash. More specifically, each holder of issued and outstanding shares of Indian River PBF Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of Indian River PBF Common Stock, 0.9408 1.054 shares of Alabama National Common Stock (as potentially adjusted pursuant to Section 3.1(b)(2) of the Agreement, the “Exchange Ratio”). Holders In lieu of Indian River an increase in the Exchange Ratio, Alabama National, at its sole option and election, may pay additional Merger consideration in cash with respect to each share of PBF Common Stock shall to be provided with an opportunity to elect to receive cash consideration in lieu converted into shares of receiving Alabama National Common Stock in pursuant to Section 3.1(b)(2) of the MergerAgreement, provided, however, that the additional cash consideration per share shall not exceed $6.32 as a result of such election. Holders who are to receive cash in lieu The exact amount of exchanging their shares of Indian River Common Stock for Alabama National Common Stock are to receive an amount in and the cash equal consideration received by each holder of PBF Common Stock pursuant to the product of Agreement may vary based upon the adjustment (iif any) the Average Quoted Price multiplied by (ii) in the Exchange Ratio for each share of Indian River Common Stock that is so converted. Notwithstanding and the preceding sentence, the maximum amount of cash consideration that may be paid in connection with the Merger election (the “Maximum Cash Amount”if any) shall not exceed 10% of the aggregate merger consideration, unless otherwise determined made by Alabama National in its sole discretionpursuant to Section 3.1(b)(2) of the Agreement. Alabama National will not issue fractional shares, and holders of Indian River PBF Common Stock will receive cash for their fractional shares. December 19July 12, 20032006 ______________________

Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: Alabama National is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. Indian River FCB is a Florida corporation based in Vero BeachMount Dora, Florida, that and currently is the parent company of Indian River National Bank, a banking corporation organized under the laws of the United States and various subsidiaries engaged in the business of providing banking and other financial institution services to its customerstheir customers (the “FCB Subsidiaries”). The purpose of the Merger is to enable Alabama National to acquire the assets and business of Indian River FCB through the merger of Indian River FCB into Alabama National. After the Merger, Indian River National Bank’s the FCB Subsidiaries’ operations and business will be continued by Alabama National. Indian River FCB and Alabama National have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Under the Agreement, Indian River FCB will merge with and into Alabama National. Immediately upon the Effective Time, Indian RiverFCB’s corporate existence will cease, and Alabama National will be the surviving corporation. As the surviving corporation, Alabama National will succeed to all of the assets and liabilities of Indian RiverFCB. Indian River National Bank The FCB Subsidiaries will continue its their operations as a subsidiary subsidiaries of Alabama National. By virtue of the Merger, each share of Indian River FCB Common Stock issued and outstanding prior to the Effective Time, and held by shareholders other than Alabama National, will be exchanged for consideration consisting of Alabama National Common Stock or cash, depending on the elections of the holders of Indian River FCB Common Stock and Alabama National. More specifically, each holder of issued and outstanding shares of Indian River FCB Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of Indian River FCB Common Stock, 0.9408 0.6079 shares of Alabama National Common Stock (as potentially adjusted pursuant to Section 3.1(b)(2) of the Agreement). Holders of Indian River FCB Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving Alabama National Common Stock in the Merger. Holders who are to receive cash in lieu of exchanging their shares of Indian River FCB Common Stock for Alabama National Common Stock are to receive an amount in cash equal to the product of (i) the Average Quoted Price multiplied by (ii) the Exchange Ratio $39.52 for each share of Indian River FCB Common Stock that is so convertedexchanged. Notwithstanding the preceding sentence, the maximum The aggregate amount of cash consideration shall in all cases be equal to $5,120,000, unless and to the extent that may be paid Alabama National determines in connection with the Merger (the “Maximum Cash Amount”) shall its sole discretion to increase such amount to a percentage not exceed 10in excess of 20% of the total consideration. The exact amount of Alabama National Common Stock and the cash consideration received by each holder of FCB Common Stock pursuant to the Agreement may vary based upon the fixed amount of the aggregate merger cash consideration, unless otherwise determined the adjustment (if any) in the Exchange Ratio and the elections made by Alabama National in its sole discretionthe holders of the FCB Common Stock pursuant to Section 3.1(c) of the Agreement. Alabama National will not issue fractional shares, and holders of Indian River FCB Common Stock will receive cash for their fractional shares. December 19, 20032005 Section 368(a)(1)(A) of the Code provides that a “Type A” reorganization includes a statutory merger or consolidation effected pursuant to the applicable corporation laws of the United States or a state or territory of the United States.