EX-10.5






EXHIBIT 10.5




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 2008, each director received $2,300
per month for his services as a director of the Company. In addition, each director of the Bank
received $850 per month for his services as a director of the Bank and $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. In addition, fees of $1,518 and $1,112 were paid to each of the
directors of the Company and the directors of the Bank, respectively, for attendance at two Company
and Bank planning retreats held during 2008. 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.




          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
2009 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 2008.



	 	 	 	 	 	 	 	 	 
	Executive Officer	 	Current Salary	 	2008 Cash Bonus
	J. Randall Clemons, President and Chief Executive
Officer of the Company and Chief Executive Officer
of the Bank
	 	$	321,607	 	 	$	172,436	 
	 
	 	 	 	 	 	 	 	 
	Lisa Pominski, Chief Financial Officer of the
Company and the Bank
	 	$	99,607	 	 	$	16,130	 
	 
	 	 	 	 	 	 	 	 
	H. Elmer Richerson, President of the Bank
Executive Vice President of the Company
	 	$	248,957	 	 	$	132,201	 
	 
	 	 	 	 	 	 	 	 
	Gary Whitaker, Executive Vice President of the Bank
	 	$	151,836	 	 	$	45,943	 
	 
	 	 	 	 	 	 	 	 
	John C. McDearman III Senior Vice President —
Central Division of the Bank
	 	$	129,226	 	 	$	32,171	 






     The Company has entered into Executive Salary Continuation Agreements, as amended
on December 30, 2008 with certain of its senior executive officers, including Messrs.
Clemons, Richerson, Whitaker and McDearman





 




			
	*	 	Includes directors that are also employees of the
Company.




 









 









and Ms. Pominski, 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 is included in the Company’s proxy statement
filed in connection with the 2009 annual meeting of the Company’s shareholders.