<PAGE>
 
  As filed with the Securities and Exchange Commission on January _____, 1999

                                            REGISTRATION NO. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                        ALABAMA NATIONAL BANCORPORATION
               (Exact Name of Issuer as Specified in Its Charter)

        DELAWARE                                          63-1114426
(State of incorporation)                    (I.R.S. Employer Identification No.)


                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                    (Address of Principal Executive Offices)

                        COMMUNITY FINANCIAL CORPORATION
                             1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                ----------------

                              JOHN H. HOLCOMB, III
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA  35203
                                 (205) 583-3600
                    (Name and Address of Agent for Service)

                                With a Copy to:

                               GREGORY S. CURRAN
                          MAYNARD, COOPER & GALE, P.C.
                            1901 SIXTH AVENUE NORTH
                                   SUITE 2400
                           BIRMINGHAM, ALABAMA  35203

                                ----------------
<PAGE>
 
                                     PART I

                                EXPLANATORY NOTE
                                ----------------

     This Registration Statement is being filed in order to register 39,051
shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama
National Bancorporation (the "Registrant"), which may be sold pursuant to the
terms and conditions of the Community Financial Corporation 1994 Stock Option
Plan (the "Plan").

     A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared.  Such prospectus
is not included in this Registration Statement but will be delivered to all
participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
------   --------------------------------------- 

     The following documents filed by the Registrant with the with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated into this
Registration Statement by reference:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.

     2.   All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.

     3.   The description of the Registrant's shares of Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registration Statement
filed by the Registrant to register such securities under the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common Stock offered
hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained herein, or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
------   ------------------------- 

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------   -------------------------------------- 

     Not Applicable.

                                       1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------   ----------------------------------------- 

     The Certificate of Incorporation, as amended, of the Registrant contains a
provision which, subject to certain exceptions described below, eliminates the
liability of a director to the Registrant or its stockholders for monetary
damages for any breach of duty as a director.  This provision does not eliminate
the liability of the director (i) for violations of his duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "DGCL") relating to
unlawful dividends and distributions, or (iv) for any transaction from which the
director derived an improper personal benefit.

     The Bylaws of the Registrant require the Registrant to indemnify any person
who was, is or is threatened to be made a named defendant or respondent in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of service by such person
as a director of the Registrant or any other corporation, including the
subsidiary banks of the Registrant, for which he served as such at the request
of the Registrant.  Directors are entitled to be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director in connection with the proceeding, except that no payments may be made
with respect to liability which is not eliminated pursuant to the provision of
the Registrant's Certificate of Incorporation described in the preceding
paragraph.  Directors are also entitled to have the Registrant advance any such
expenses prior to final disposition of the proceeding, upon delivery of a
written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

     In addition to the Bylaws of the Registrant, Section 145(c) of the DGCL
requires the Registrant to indemnify any director who has been successful on the
merits or otherwise in defending any proceeding described above which has arisen
prior to July 1, 1997.  The DGCL also provides that a court may order
indemnification of a director if it determines that the director is fairly and
reasonably entitled to such indemnification.

     The Board of Directors of the Registrant also has the authority to extend
to officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and obligations.  The
Board of Directors has extended indemnification rights to all of its executive
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------   ----------------------------------- 

     Not Applicable.

ITEM 8.  EXHIBITS.
------   -------- 

     The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:

      5       Opinion and Consent of Maynard, Cooper & Gale, P.C.

     23.1     Consent of Ernst & Young LLP.

     23.2     Consent of PricewaterhouseCoopers LLP.

     23.3     Consent of Maynard, Cooper & Gale, P.C. 
              (included in Exhibit 5 hereto).

     24       Power of Attorney of the Officers and Directors of the Registrant.

                                       2
<PAGE>
 
ITEM 9. UNDERTAKINGS.
------  ------------ 

     (a) The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information set forth in
this Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided however, that such undertakings set forth in
(i) and (ii) above do not apply to the extent the information required to be
included in a post-effective amendment is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

     The undersigned Registrant further undertakes, that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     The undersigned Registrant further undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not otherwise
receive such material as stockholders of the Registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
<PAGE>
 
                                   SIGNATURES


  The Registrant.  Pursuant to the requirements of the Securities Act, the
  --------------                                                          
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on January 5, 1999.

                              ALABAMA NATIONAL BANCORPORATION

                              By: /s/ John H. Holcomb, III
                                 ---------------------------------------
                                    John H. Holcomb, III
                                    Chairman and Chief Executive Officer


  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                     Title                          Date
---------                     -----                          ----

/s/ John H. Holcomb, III      Chairman, Chief Executive      January 5, 1999
----------------------------  Officer, and Director         
John H. Holcomb, III          (Principal Executive Officer)


/s/ Victor E. Nichol, Jr.     President, Chief Operating     January 5, 1999
----------------------------  Officer, and Director 
Victor E. Nichol, Jr.       

/s/ William E. Matthews, V    Executive Vice President       January 5, 1999
----------------------------  and Chief Financial Officer
William E. Matthews, V        (Principal Financial Officer)

/s/ James S. Parks, Jr.       Senior Vice President-         January 5, 1999
----------------------------  Finance, Treasurer (Principal 
James S. Parks, Jr.           Accounting Officer)

         *                    Director                       January 5, 1999
----------------------------                                  
W. Ray Barnes

         *                    Vice Chairman and Director     January 5, 1999
----------------------------                                  
Dan M. David

         *                    Director                       January 5, 1999
----------------------------                                  
T. Morris Hackney

                                       4
<PAGE>
 
Signature                     Title                          Date
---------                     -----                          ----

         *                    Director                       January 5, 1999
----------------------------                                  
John D. Johns

         *                    Director                       January 5, 1999
----------------------------                                  
John J. McMahon, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
C. Phillip McWane

         *                    Director                       January 5, 1999
----------------------------                                  
William D. Montgomery

         *                    Director                       January 5, 1999
----------------------------                                  
Drayton Nabors, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
C. Lloyd Nix

         *                    Director                       January 5, 1999
----------------------------                                  
G. Ruffner Page, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
William E. Sexton

         *                    Director                       January 5, 1999
----------------------------                                  
W. Stancil Starnes

*By /s/ John H. Holcomb, III  Attorney-in-Fact               January 5, 1999
    ------------------------
    John H. Holcomb, III

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

Exhibit     Description                                                   Page
-------     -----------                                                   ----

   5        Opinion and Consent of Maynard, Cooper & Gale, P.C.

  23.1      Consent of Ernst & Young LLP.

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Maynard, Cooper & Gale, P.C. 
            (included in Exhibit 5 hereto).

  24        Power of Attorney of the Officers and 
            Directors of the Registrant.

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17663}]
{"company-data": {"conformed-name": "ALABAMA NATIONAL BANCORPORATION", "cik": "0000926966", "assigned-sic": "6022", "irs-number": "631114426", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70209", "film-number": "99502178"}, "business-address": {"street1": "1927 FIRST AVENUE NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35209", "phone": "2055833600"}, "mail-address": {"street1": "1927 FIRST AVENUE NORTH", "street2": "1927 FIRST AVENUE NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35209"}}
As filed with the Securities and Exchange Commission on January _____, 1999

                                            REGISTRATION NO. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                        ALABAMA NATIONAL BANCORPORATION
               (Exact Name of Issuer as Specified in Its Charter)

        DELAWARE                                          63-1114426
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                    (Address of Principal Executive Offices)

                        COMMUNITY FINANCIAL CORPORATION
                             1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                ----------------

                              JOHN H. HOLCOMB, III
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA  35203
                                 (205) 583-3600
                    (Name and Address of Agent for Service)

                                With a Copy to:

                               GREGORY S. CURRAN
                          MAYNARD, COOPER & GALE, P.C.
                            1901 SIXTH AVENUE NORTH
                                   SUITE 2400
                           BIRMINGHAM, ALABAMA  35203

                                ----------------
PART I

                                EXPLANATORY NOTE
                                ----------------

     This Registration Statement is being filed in order to register 39,051
shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama
National Bancorporation (the "Registrant"), which may be sold pursuant to the
terms and conditions of the Community Financial Corporation 1994 Stock Option
Plan (the "Plan").

     A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared.  Such prospectus
is not included in this Registration Statement but will be delivered to all
participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
------   --------------------------------------- 

     The following documents filed by the Registrant with the with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated into this
Registration Statement by reference:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.

     2.   All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.

     3.   The description of the Registrant's shares of Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registration Statement
filed by the Registrant to register such securities under the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common Stock offered
hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained herein, or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
------   ------------------------- 

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------   -------------------------------------- 

     Not Applicable.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------   ----------------------------------------- 

     The Certificate of Incorporation, as amended, of the Registrant contains a
provision which, subject to certain exceptions described below, eliminates the
liability of a director to the Registrant or its stockholders for monetary
damages for any breach of duty as a director.  This provision does not eliminate
the liability of the director (i) for violations of his duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "DGCL") relating to
unlawful dividends and distributions, or (iv) for any transaction from which the
director derived an improper personal benefit.

     The Bylaws of the Registrant require the Registrant to indemnify any person
who was, is or is threatened to be made a named defendant or respondent in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of service by such person
as a director of the Registrant or any other corporation, including the
subsidiary banks of the Registrant, for which he served as such at the request
of the Registrant.  Directors are entitled to be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director in connection with the proceeding, except that no payments may be made
with respect to liability which is not eliminated pursuant to the provision of
the Registrant's Certificate of Incorporation described in the preceding
paragraph.  Directors are also entitled to have the Registrant advance any such
expenses prior to final disposition of the proceeding, upon delivery of a
written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

     In addition to the Bylaws of the Registrant, Section 145(c) of the DGCL
requires the Registrant to indemnify any director who has been successful on the
merits or otherwise in defending any proceeding described above which has arisen
prior to July 1, 1997.  The DGCL also provides that a court may order
indemnification of a director if it determines that the director is fairly and
reasonably entitled to such indemnification.

     The Board of Directors of the Registrant also has the authority to extend
to officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and obligations.  The
Board of Directors has extended indemnification rights to all of its executive
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------   ----------------------------------- 

     Not Applicable.

ITEM 8.  EXHIBITS.
------   -------- 

     The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:

      5       Opinion and Consent of Maynard, Cooper & Gale, P.C.

     23.1     Consent of Ernst & Young LLP.

     23.2     Consent of PricewaterhouseCoopers LLP.

     23.3     Consent of Maynard, Cooper & Gale, P.C. 
              (included in Exhibit 5 hereto).

     24       Power of Attorney of the Officers and Directors of the Registrant.

                                       2
ITEM 9. UNDERTAKINGS.
------  ------------ 

     (a) The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information set forth in
this Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided however, that such undertakings set forth in
(i) and (ii) above do not apply to the extent the information required to be
included in a post-effective amendment is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

     The undersigned Registrant further undertakes, that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     The undersigned Registrant further undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not otherwise
receive such material as stockholders of the Registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
SIGNATURES

  The Registrant.  Pursuant to the requirements of the Securities Act, the
  --------------                                                          
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on January 5, 1999.

                              ALABAMA NATIONAL BANCORPORATION

                              By: /s/ John H. Holcomb, III
                                 ---------------------------------------
                                    John H. Holcomb, III
                                    Chairman and Chief Executive Officer

  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                     Title                          Date
---------                     -----                          ----

/s/ John H. Holcomb, III      Chairman, Chief Executive      January 5, 1999
----------------------------  Officer, and Director         
John H. Holcomb, III          (Principal Executive Officer)

/s/ Victor E. Nichol, Jr.     President, Chief Operating     January 5, 1999
----------------------------  Officer, and Director 
Victor E. Nichol, Jr.       

/s/ William E. Matthews, V    Executive Vice President       January 5, 1999
----------------------------  and Chief Financial Officer
William E. Matthews, V        (Principal Financial Officer)

/s/ James S. Parks, Jr.       Senior Vice President-         January 5, 1999
----------------------------  Finance, Treasurer (Principal 
James S. Parks, Jr.           Accounting Officer)

         *                    Director                       January 5, 1999
----------------------------                                  
W. Ray Barnes

         *                    Vice Chairman and Director     January 5, 1999
----------------------------                                  
Dan M. David

         *                    Director                       January 5, 1999
----------------------------                                  
T. Morris Hackney

                                       4
Signature                     Title                          Date
---------                     -----                          ----

         *                    Director                       January 5, 1999
----------------------------                                  
John D. Johns

         *                    Director                       January 5, 1999
----------------------------                                  
John J. McMahon, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
C. Phillip McWane

         *                    Director                       January 5, 1999
----------------------------                                  
William D. Montgomery

         *                    Director                       January 5, 1999
----------------------------                                  
Drayton Nabors, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
C. Lloyd Nix

         *                    Director                       January 5, 1999
----------------------------                                  
G. Ruffner Page, Jr.

         *                    Director                       January 5, 1999
----------------------------                                  
William E. Sexton

         *                    Director                       January 5, 1999
----------------------------                                  
W. Stancil Starnes

*By /s/ John H. Holcomb, III  Attorney-in-Fact               January 5, 1999
    ------------------------
    John H. Holcomb, III

                                       5
INDEX TO EXHIBITS
                               -----------------

Exhibit     Description                                                   Page
-------     -----------                                                   ----

   5        Opinion and Consent of Maynard, Cooper & Gale, P.C.

  23.1      Consent of Ernst & Young LLP.

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Maynard, Cooper & Gale, P.C. 
            (included in Exhibit 5 hereto).

  24        Power of Attorney of the Officers and 
            Directors of the Registrant.

                                       6