Exhibit 10.8


 


Description
of payments due certain officers upon a change-in-control


 


Effective November 20, 1997,
the Board of Directors of WSB Holdings, Inc. approved a lump sum severance
payment for WSB officers with the title at the time of Vice President and above
in the event of a change-in-control as defined by the Office of Thrift
Supervision (“OTS”) in 12 C.F.R. 574.4(a) and (b).  Effective December 19, 2001, the
eligible officers are entitled to a lump sum severance payment in the event
their employment is involuntarily terminated or, if their level of compensation
does not remain substantially the same (including bonuses) and they voluntarily
terminate their employment within 18 months of such change-in-control as
defined by OTS.  Pursuant to a resolution
adopted by the Board of Directors on January 21, 2004, the change in
control severance payments for Kevin P. Huffman is $150,000.


 


Under 12 C.F.R. 574.4(a) and
(b), a change of control of WSB will be deemed to occur when a person, directly
or indirectly, acting alone or in concert with other persons, acquires the
right to vote, by any combination of ownership and irrevocable
proxies, more than 25% of any class of WSB’s voting stock, controls the
election of a majority of WSB’s directors, contributes more than 25% of the
capital of WSB, or is determined by the OTS to have the power to direct or to
exercise a controlling influence over the management or policies of WSB. 
A change of control also will be presumed to occur, subject to rebuttal, when
a person, directly or indirectly, acting alone or in concert with other
persons, acquires the right to vote, by any combination of ownership and
revocable or irrevocable proxies, more than 25% of any class of WSB’s
voting stock, and those proxies would enable that person to elect one-third or
more of the directors (including representatives currently serving), to cause
the stockholders to approve an acquisition or reorganization, or to exert a
controlling influence over a material aspect of WSB’s business operations. 
The presumption also will arise when a person, directly or indirectly, acting
alone or in concert with other persons, acquires more than 10% of any class of
WSB’s voting stock or more than 25% of any class of WSB’s nonvoting stock and
also satisfies any of the following conditions:  (i) is one of the
two largest stockholders of any class of voting stock; (ii) holds more
than 25% of WSB’s total equity; (iii) holds more than 35% of WSB’s
combined debt securities and total equity; (iv) is a party to an agreement
that provides that person a material economic stake in WSB or an agreement that
enables that person to influence a material aspect of the management or
policies of WSB (other than when the restrictions on WSB are customary or are
reasonably related to a pending OTS application); (v) holds or controls
more than one seat on WSB’s board of directors; (vi) holds or controls a
senior position with policymaking authority at WSB; (vii) has the power to
direct the disposition of more than 25% of any class of WSB’s voting stock
(other than in a widely dispersed or public offering); or (viii) upon the
occurrence of a future event, will have the ability to vote or direct the vote
of more than 25% of any class of WSB’s voting stock (excluding revocable proxies).