TABLE OF CONTENTS

ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER							1
		1.1		Merger			1
		1.2		Time and Place of Closing			1
		1.3		Effective Time			2
		1.4		Support Agreements			2
ARTICLE 2 EFFECT OF MERGER							2
		2.1		Certificate of Incorporation			2
		2.2		Bylaws			2
		2.3		Officers and Directors			2
ARTICLE 3 CONVERSION OF CONSTITUENTS CAPITAL SHARES							2
		3.1		Manner of Converting Shares			2
		3.2		Anti-Dilution Provisions			5
		3.3		Shares Held by PBF			5
		3.4		Dissenting Stockholders			5
		3.5		Fractional Shares			5
ARTICLE 4 EXCHANGE OF SHARES							6
		4.1		Exchange Procedures			6
		4.2		Rights of Former PBF Stockholders			6
		4.3		Identity of Recipient of ANB Common Stock			7
		4.4		Lost or Stolen Certificates			7
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PBF							7
		5.1		Corporate Organization, Standing and Power			7
		5.2		Authority; No Breach By Agreement			8
		5.3		Capital Stock			9
		5.4		PBF Subsidiaries			9
		5.5		Financial Statements			10
		5.6		Absence of Undisclosed Liabilities			11
		5.7		Absence of Certain Changes or Events			11
		5.8		Tax Matters			12
		5.9		Loan Portfolio; Documentation and Reports			13
		5.10		Assets; Insurance			14
		5.11		Environmental Matters			15
		5.12		Compliance with Laws			16
		5.13		Labor Relations; Employees			16
		5.14		Employee Benefit Plans			17
		5.15		Material Contracts			18
		5.16		Legal Proceedings			19
		5.17		Reports			19
		5.18		Statements True and Correct			20
		5.19		Tax and Regulatory Matters			20
		5.20		Offices			20
		5.21		Data Processing Systems			21
		5.22		Intellectual Property			21
		5.23		Administration of Trust Accounts			21
		5.24		Advisory Fees			21
		5.25		Regulatory Approvals			21
		5.26		Opinion of Counsel			21
		5.27		Repurchase Agreements; Derivatives Contracts			21

		5.28		Antitakeover Provisions			22
		5.29		Transactions with Management			22
		5.30		Deposits			22
		5.31		Accounting Controls			22
		5.32		Deposit Insurance			22
		5.33		Registration Obligations			23
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF ANB							23
		6.1		Organization, Standing and Power			23
		6.2		Authority; No Breach By Agreement			23
		6.3		Capital Stock			24
		6.4		Reports and Financial Statements			24
		6.5		Absence of Undisclosed Liabilities			25
		6.6		Absence of Certain Changes or Events			25
		6.7		Compliance with Laws			25
		6.8		Material Contracts			26
		6.9		Legal Proceedings			26
		6.10		Statements True and Correct			26
		6.11		Tax and Regulatory Matters			26
		6.12		1934 Act Compliance			26
		6.13		Regulatory Approvals			26
		6.14		Opinion of Counsel			27
ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION							27
		7.1		Covenants of Both Parties			27
		7.2		Covenants of PBF			27
		7.3		Covenants of ANB			31
		7.4		Adverse Changes in Condition			31
		7.5		Reports			31
		7.6		Acquisition Proposals			31
		7.7		NASDAQ Qualification			32
ARTICLE 8 ADDITIONAL AGREEMENTS							32
		8.1		Regulatory Matters			32
		8.2		Access to Information			34
		8.3		Efforts to Consummate			35
		8.4		PBF Stockholders Meeting			35
		8.5		Certificate of Objections			36
		8.6		Publicity			36
		8.7		Expenses			36
		8.8		Failure to Close			36
		8.9		Fairness Opinion			36
		8.10		Tax Treatment			37
		8.11		Agreement of Affiliates			37
		8.12		Environmental Audit; Title Policy; Survey			37
		8.13		Compliance Matters			38
		8.14		Conforming Accounting and Reserve Policies			38
		8.15		Notice of Deadlines			38
		8.16		Fixed Asset Inventory			38
		8.17		Directors and Officers Indemnification			38
		8.18		Assumption of Trust Preferred Obligations			39
		8.19		401(k) Plan			40
		8.20		Employment Agreements			40
		8.21		Section 280G Matters			40

ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE							40
		9.1		Conditions to Obligations of Each Party			40
		9.2		Conditions to Obligations of ANB			41
		9.3		Conditions to Obligations of PBF			44
ARTICLE 10 TERMINATION							46
		10.1		Termination			46
		10.2		Effect of Termination			47
		10.3		Non-Survival of Representations and Covenants			48
ARTICLE 11 MISCELLANEOUS							48
		11.1		Definitions			48
		11.2		Entire Agreement			57
		11.3		Amendments			57
		11.4		Waivers			57
		11.5		Assignment			57
		11.6		Notices			58
		11.7		Brokers and Finders			58
		11.8		Governing Law			59
		11.9		Counterparts			59
		11.10		Captions			59
		11.11		Enforcement of Agreement			59
		11.12		Severability			59
		11.13		Construction of Terms			59
		11.14		Schedules			60
		11.15		Exhibits and Schedules			60
		11.16		No Third Party Beneficiaries			60

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of May 24, 2006, by and between The PB Financial Services Corporation (PBF), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Duluth, Georgia, and Alabama National BanCorporation (ANB), a corporation organized and existing under the laws of the State of Delaware, with its principal office located in Birmingham, Alabama.

Preamble

     The Boards of Directors of PBF and ANB are of the opinion that the transactions described herein are in the best interests of the parties and their respective stockholders. This Agreement provides for the merger (the Merger) of PBF with and into ANB. At the Effective Time of such Merger, the outstanding shares of the capital stock of PBF shall be converted into the right to receive shares of the common stock of ANB as provided for herein. As a result, stockholders of PBF shall become stockholders of ANB. The Merger is subject to the approvals of the stockholders of PBF, the Georgia Department of Banking and Finance and the Federal Reserve Board, and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that, for federal income tax purposes, the merger shall qualify as a reorganization within the meaning of Section 368(a) of the IRC.

     Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

     NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants and agreements set forth herein, the parties agree as follows:

TRANSACTIONS AND TERMS OF MERGER

     Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, PBF shall be merged with and into ANB in accordance with the provisions of Section 252 of the DGCL and Section 14-2-1107 of the GBCC and with the effect provided in Sections 259 and 261 of the DGCL and the applicable provisions of the GBCC. ANB shall be the Surviving Corporation resulting from the Merger and shall continue to be governed by the Laws of the State of Delaware. The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the ANB Board and the PBF Board.

     Time and Place of Closing. The place of Closing shall be at the offices of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, or such other place as may be mutually agreed upon by the Parties. Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by the chief executive officer of each Party, the Closing will take place at 9:00 A.M. Central Standard Time on the last business day of the month in which the closing conditions set forth in Article 9 below have been satisfied (or waived pursuant to Section 11.4 of this Agreement); provided, however, that the closing will not occur prior to September 29, 2006, unless mutually agreed upon in writing by the chief executive officers of each Party.

     Effective Time. The Merger and other transactions provided for in this Agreement shall become effective: (a) on the date and at the time that the later of the following shall occur: (i) the Certificate of Merger reflecting the Merger shall be accepted for filing by the Secretary of State of Delaware, and (ii) the Articles of Merger reflecting the Merger shall be accepted for filing by the Secretary of State of Georgia, or (b) on such date and at such time subsequent to the date and time established pursuant to subsection 1.3(a) above as may be specified by the Parties in the Certificate of Merger and Articles of Merger (provided that such subsequent date and time shall not be later than a time on the 30th day after the date that the Certificate of Merger is filed) (such time is hereinafter referred to as the Effective Time). Unless ANB and PBF otherwise mutually agree in writing, the Parties shall use their commercially reasonable efforts to cause the Effective Time to occur on the first business day following the date of the Closing (e.g. October 2, 2006, if the date of the Closing is September 29, 2006).

     Support Agreements. Concurrently with the execution of this Agreement and as a material condition hereto, each member of the PBF Board and certain executive offices of PBF have executed and delivered a Support Agreement in the form attached as Exhibit A hereto.

EFFECT OF MERGER

     Certificate of Incorporation. The Restated Certificate of Incorporation of ANB in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time, until otherwise amended.

     Bylaws. The Bylaws of ANB in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation immediately following the Effective Time, until otherwise amended or repealed.