EX-10.8



 










Exhibit 10.8




Director
* Compensation Summary




Meeting Fees




     The Board of Directors of the Wilson Bank Holding Company (the “Company”) also serves as the
Board of Directors of Wilson Bank and Trust (the “Bank”). In 2006, each director received $1,800
per month for his services as a director of the Company. Each director of the Bank receives $850
per month for his services as a director of the Bank and $450 for each committee meeting of the
Bank he attends, not to exceed $1,700 per month, as a member of the various committees on which he
serves. In addition, fees of $1,326 and $1,404 were paid to each of the directors of the Company
and the directors of the Bank, respectively, for attendance at Company and Bank planning retreats
held during 2006. Messrs. C. Bell and Comer received $400 per month for serving on the Advisory
Board of the Smith County branches of the Bank. Messrs. Trice, J. Bell and VanHooser received $400
per month for serving on the Advisory Board of the Dekalb County branches of the Bank.



     Directors are reimbursed for their expenses incurred in connection with their activities as
the Company’s directors.



Committee Meeting Fees




     Each director of the Bank receives $450 for each committee meeting of the Bank he attended,
not to exceed $1,700 per month, as a member of the various committees on which he serves.



Equity Compensation




     Each director is eligible to participate in the Company’s Stock Option Plan.



     The foregoing information is summary in nature. Additional information regarding director
compensation will be provided in the Company’s proxy statement to be filed in connection with the
2007 annual meeting of the Company’s shareholders.



Named Executive Officer Compensation Summary




     The following table sets forth the current base salaries paid to the Company’s
President and Chief Executive Officer and its other named executive officers and the
amount of the cash bonus paid to these persons for 2006.



	 	 	 	 	 	 	 	 	 
	 Executive Officer	 	Current Salary	 	2006 Cash Bonus
	 
	 	 	 	 	 	 	 	 
	J. Randall Clemons, President and Chief Executive Officer of the
Company and Chief Executive Officer of the Bank
	 	$	287,692	 	 	$	159,816	 
	 
	 	 	 	 	 	 	 	 
	Lisa Pominski, Chief Financial Officer of the Company and the Bank
	 	$	90,000	 	 	$	9,000	 
	 
	 	 	 	 	 	 	 	 
	H. Elmer Richerson, President of the Bank Executive Vice President of
the Company
	 	$	218,514	 	 	$	95,889	 
	 
	 	 	 	 	 	 	 	 
	Gary Whitaker, Executive Vice President of the Bank
	 	$	137,720	 	 	$	13,772	 
	 
	 	 	 	 	 	 	 	 
	John Goodman, Senior Vice President -Western Division of the Bank
	 	$	115,000	 	 	$	11,500	 
	 
	 	 	 	 	 	 	 	 
	John C. McDearman III Senior Vice President – Central Division of the
Bank
	 	$	115,000	 	 	$	11,500	 








 




			
	*	 	Includes directors that are also employees of the Company.





 









 








     The Company has entered into Executive Salary Continuation Agreements with certain of its
senior executive officers, including Messrs. Clemons, Richerson and Whitaker, pursuant to which
each such executive officer (or his or her beneficiaries) is entitled, if certain performance
targets for the Bank are met, to receive annual payments for 15 years, upon retirement at age 65
or, if sooner, the death or disability of such executive officer.



     In addition to their base salaries, these executive officers are also eligible to:




	 	•	 	Participate in the Company’s cash bonus plan;
	 
	 	•	 	Participate in the Company’s equity incentive programs, which currently involves
the award of stock options pursuant to the Company’s Stock Option Plan; and
	 
	 	•	 	Participate in the Company’s broad-based benefit programs generally available to
its employees, including health, disability and life insurance programs and the
Company’s 401(k) Plan.





     The foregoing information is summary in nature. Additional information regarding the named
executive officer compensation will be provided in the Company’s proxy statement to be filed in
connection with the 2007 annual meeting of the Company’s shareholders.