UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
~~INFORMATION REQUIRED IN PROXY STATEMENT~~

Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. __)

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o		Soliciting Material ~~under Rule 14a-12~~Pursuant to §240.14a-12

~~Wilson Bank Holding Company~~

WILSON BANK HOLDING COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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4)	~~Date Filed:~~

~~[Wilson Bank Holding Company Letterhead]~~

~~March _____, 2004~~

~~Dear Shareholder:~~

In connection with the Annual Meeting of Shareholders of Wilson Bank Holding Company to be held April 13, 2004, we enclose a Notice of Annual Meeting of Shareholders, a proxy statement, and a form of proxy.

You are being asked (1) to approve an amendment to the Company’s Charter to provide for staggered terms for the members of the Company’s Board of Directors; (2) to elect the members of each of the three classes of the Company’s Board of Directors created as a result of the amendment to serve for various terms of one to three years or until their successors are duly elected and qualified if the Amendment is approved or to serve until the next Annual Meeting of Shareholders in 2005 or until their successors are duly elected and qualified, if the amendment is not approved and (3) to approve an amendment to the Company’s Charter to increase the number of authorized shares of the Company’s Common Stock from five million (5,000,000) shares to ten million (10,000,000) shares. Information about these matters is contained in the attached proxy statement.

You are invited to attend the Annual Meeting of Shareholders in person. We would appreciate your completing the enclosed proxy card so that your shares can be voted in the event that you are unable to attend the meeting. If you are present at the meeting and desire to vote your shares personally, your proxy may be revoked and you may vote in person. We urge you to return your proxy card in the enclosed, postage paid envelope as soon as possible.



(3)		~~Sincerely,~~Filing Party:


	~~President and Chief Executive Officer~~ ~~Wilson Bank Holding Company~~

(4)		Date Filed:

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Wilson Bank Holding Company:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Wilson Bank Holding Company (the “Company”) will be held on Tuesday, April 13, ~~2004~~2010 at 7:00 p.m., (CDT), at the main office of the Company, located at 623 West Main Street, Lebanon, Tennessee 37087, for the following purposes:

(1) ~~To approve an amendment to the Company’s Charter to classify the Company’s Board of Directors into three classes of directors with staggered three year terms of office;~~

~~(2)~~ To elect four (4) Class IIII directors to hold office for a term of ~~one (1) year and until their successors are elected and qualified; to elect four (4) Class II directors for a term of two (2)~~three years and until their successors are elected and qualified and to elect five (5) Class III directors to serve for three (3) years and until their successors are elected and qualified or to elect those same thirteen (13) directors to serve until the next Annual Meeting and until their successors are duly elected and ~~qualified, if the Company’s shareholders do not approve the amendment to the Company’s Charter to classify the Company’s Board of Directors;~~

~~(3)~~qualified;

(2) To approve an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from ~~five million (5,000,000) to~~ ten million (10,000,000) to fifteen million (15,000,000);

(3) To ratify the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010; and

(4) To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.

Only shareholders of record at the close of business on ~~March 1, 2004~~February 12, 2010 are entitled to notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters proposed to be acted upon at the Annual Meeting.


		By Order of the Board of Directors,

		~~Jerry L. Franklin,~~J. Anthony Patton, Secretary
~~March _____, 2004~~

March 12, 2010

YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. SHOULD YOU SUBSEQUENTLY DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholder Meeting to be Held on April 13, 2010

Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to these proxy statement materials (which includes this proxy statement, a proxy card and our 2009 Annual Report) both by sending you this full set of proxy statement materials, including a proxy card, and by notifying you of the availability of such materials on the Internet.

This proxy statement, the Company’s 2009 Annual Report and a proxy card are available at:www.wilsonbank.com.

The Annual Meeting of Shareholders will be held April 13, 2010 at 7:00 p.m. (CDT) at the Company’s main office, 623 West Main Street, Lebanon, Tennessee 37087. In order to obtain directions to attend the Annual Meeting of Shareholders, please call 615-444-2265. The Proposals to be voted upon at the Annual Meeting of Shareholders, all of which are more completely set forth in this proxy statement, are as follows:

(1)

To elect four (4) Class III directors to hold office for a term of three years and until their successors are duly elected and qualified;

(2)

To approve an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from ten million (10,000,000) to fifteen million (15,000,000);

(3)

To ratify the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010; and

(4)

To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.

Our Board of Directors recommends that you vote FOR the approval of the Proposals.

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Wilson Bank Holding Company (the “Company”) of proxies for the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Tuesday, April 13, ~~2004,~~2010, at the Company’s main office, 623 West Main Street, Lebanon, Tennessee 37087, at 7:00 p.m.~~, local time.~~ (CDT). This proxy material was first mailed to shareholders on or about March ~~___, 2004.~~

12, 2010.

All valid proxies which are received will be voted in accordance with the recommendations of the Board of Directors unless otherwise specified thereon and will be voted “For” ~~the amendment of the Company’s charter to establish a classified board, “~~~~For~~” election of the director nominees set out ~~below and "~~below; “For” approval of the amendment of the Company’s Charter to increase the number of authorized shares of Common Stock (as defined below) from ~~5,000,000~~10,000,000 shares to ~~10,000,000 shares.~~15,000,000 shares; and “For” the ratification of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. A proxy may be revoked by a shareholder at any time prior to its use by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.

Only holders of record of the Company’s common stock, par value $2.00 per share (the “Common Stock”), at the close of business on ~~March 1, 2004~~February 12, 2010 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, the Company had ~~4,320,606~~7,183,758 shares of Common Stock issued and outstanding, the holders of which are entitled to one vote for each share held on each of the matters to be voted upon at the Annual Meeting. The representation in person or by proxy of at least a majority of the outstanding shares entitled to vote is necessary to provide a quorum at the meeting. The directors shall be elected by a plurality of the votes cast in the election by the holders of Common Stock represented and entitled to vote at the Annual Meeting. The approval of the ~~amendments~~amendment to the Company’s Charter, ~~require~~ the ~~approval~~ratification of ~~a majority of~~Maggart & Associates, P.C. as the ~~shares of Company Common Stock outstanding~~Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 and ~~entitled to vote at the Annual Meeting as of the Record Date. Any~~any other matters submitted to the shareholders but not proposed in this Proxy Statement ~~shall~~will be approved byif the ~~affirmative vote~~number of ~~a majority of the votes cast by the holders~~shares of Common Stock ~~represented and entitled to vote at~~voted in favor of the ~~Annual Meeting.~~proposal exceeds the number of shares of Common Stock voted against it. The Board of Directors of the Company does not know of any other matters which will be presented for action at the Annual Meeting other than those proposed in this Proxy Statement, but the persons named in the proxy (who are directors of the Company) intend to vote or act with respect to any other proposal which may be presented for action according to their best judgment. Abstentions and “non-votes” are accounted as “present” in determining whether a quorum is present. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. ~~A “non vote”~~Unlike prior annual meetings, however, as a result of recent changes in the rules of the New York Stock Exchange (the “NYSE”), if your broker does not receive instructions from you, your broker will not be able to vote your shares in the election of directors resulting in a broker non-vote. In addition, without instructions, your broker will not be able to vote your shares with respect to the proposal to approve the amendment to our Charter, also a broker non-vote. So long as a quorum is present, a “non-vote” or abstention will have no effect on the approval of the nominees to the Company’s board of directors ~~but will have~~or on approval of the ~~effect of a vote against the amendments~~amendment to the Company’s ~~charter. Abstentions will have~~Charter and any other proposal that properly comes before the ~~same effect as a vote against these proposals.~~

Annual Meeting.

The cost of solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling, and mailing this Proxy Statement. Such solicitation will be made by mail, and may also be made by the Company’s regular officers or employees personally or by telephone or other form of electronic communication. The Company may reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy materials to beneficial owners.

Wilson Bank and Trust (the “Bank”) is located in Lebanon, Tennessee and is a wholly-owned subsidiary of the Company. The ~~Company owns 50%~~Bank is the only subsidiary of ~~DeKalb Community Bank (“DCB”), located in Smithville, Tennessee and 50% of Community Bank of Smith County (“CBSC”), located in Carthage, Tennessee. Except as otherwise stated, or as~~ the ~~context otherwise requires, the information contained herein relates to the Company and the Bank.~~Company.

STOCK OWNERSHIP

There are no persons who are the beneficial owners of more than 5% of the Company’s Common Stock, its only class of voting securities.

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of ~~March 1, 2004~~February 12, 2010 (unless otherwise noted), for:

each of our directors and nominees;

each of our executive officers named in the Summary Compensation ~~Table;~~Table (the “Named Executive Officers”); and

all of our directors and executive officers as a group.

The percentages of shares outstanding provided in the table are based on ~~4,320,606~~7,183,758 voting shares outstanding as of ~~March 1, 2004.~~February 12, 2010. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power with his or her spouse, with respect to all shares of stock listed as owned by that person. The number of shares shown does not include the interest of certain persons in shares held by family members in their own right. Shares issuable upon exercise of options that are exercisable within sixty days of ~~March 1, 2004~~February 12, 2010 are considered outstanding for the purpose of calculating the percentage of outstanding shares of Company Common Stock held by the individual, but not for the purpose of calculating the percentage of outstanding shares held by any other individual.


	Amount and Nature						Amount and Nature
Name and Address of Beneficial Owner⁽¹⁾	of Beneficial Owner⁽²⁾			Percent of Class(%)			of Beneficial Owner⁽²⁾			Percent of Class (%)
Directors:
Charles Bell		95,143			2.20	%		126,232	⁽³⁾		1.76	%
Jack W. Bell		58,505	⁽³⁾		1.35	%		97,844	⁽⁴⁾		1.36	%
Mackey Bentley		38,466			.89	%		48,529	⁽⁵⁾		0.68	%
J. Randall Clemons⁽⁴⁾⁽⁶⁾		67,346	⁽⁵⁾		1.56	%		102,393	⁽⁷⁾		1.43	%
James F. Comer		26,073	⁽⁶⁾		.60	%		17,139	⁽⁸⁾		0.24	%
Jerry L. Franklin		63,282	⁽⁷⁾		1.46	%		83,479	⁽⁹⁾		1.16	%
John B. Freeman		37,935	⁽⁸⁾		.87	%		38,127	⁽¹⁰⁾		0.53	%
Marshall Griffith		24,681			.59	%
Harold R. Patton		42,590	⁽⁹⁾		.98	%		51,193	⁽¹¹⁾		0.71	%
James Anthony Patton		32,815			.76	%		20,751			0.29	%
H. Elmer Richerson⁽⁴⁾		19,786	⁽¹⁰⁾		.45	%
H. Elmer Richerson⁽⁶⁾								49,908	⁽¹²⁾		0.69	%
John R. Trice		82,818	⁽¹¹⁾		1.91	%		99,909	⁽¹³⁾		1.39	%
Robert T. VanHooser		15,288	⁽¹²⁾		.35	%		10,227	⁽¹⁴⁾		0.14	%

Named Executive Officers:
Gary Whitaker		10,052	⁽¹³⁾		.23	%		18,186			0.25	%
Larry Squires		1,830	⁽¹⁴⁾		.00	%
John D. Goodman		327	⁽¹⁵⁾		.00	%

Executive Officers and Directors as a group (20 persons)		676,567	⁽¹⁶⁾		15.69	%
John C. McDearman III								4,343	⁽¹⁵⁾		0.06	%
Lisa Pominski								11,197	⁽¹⁶⁾		0.16	%
Executive Officers and Directors as a group (22 persons)								820,316	⁽¹⁷⁾		11.42	%



(1)		The address for each of the directors and executive officers set forth in the table above is 623 West Main Street, Lebanon, Tennessee 37087.

(2)		Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated.

(3)		Includes ~~3,321~~57,939 held by Mr. C. Bell’s wife.

(4)		Includes 9,603 shares held by or on behalf of Mr. J. Bell’s ~~children and/or other dependents.~~children. Includes 68,254 shares that are pledged.

(5)		Includes 420 shares held by Mr. Bentley’s wife and grandchildren.
~~(4)~~
(6)		Messrs. Clemons and Richerson are also ~~Named Executive Officers.~~named executive officers.

~~(5)~~(7)		Includes ~~4,702 shares held by or on behalf of Mr. Clemons’ children and/or other dependents, 2,289~~5,952 shares held by Mr. Clemons’ wife ~~3,200 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan~~ and ~~26,869~~40,292 shares held by the Clemons Family Limited Partnership.

~~(6)~~(8)		Includes ~~5,388~~4,860 shares held by or on behalf of Mr. Comer’s children and/or other dependents. Also includes 8,064 shares that are pledged.

~~(7)~~(9)		Includes ~~1,953~~2,164 shares held by or on behalf of Mr. Franklin’s children and/or other dependents.

~~(8)~~(10)		Includes ~~5,244~~7,830 shares held by or on behalf of Mr. Freeman’s children and/or other dependents.

~~(9)~~(11)		Includes ~~21,660~~25,280 shares held by Mr. H. Patton’s ~~wife and 606~~wife.

(12)		Includes 676 shares held by or on behalf of Mr. ~~Patton’s~~Richerson’s children and/or other ~~dependents.~~dependents, 774 shares held by Mr. Richerson’s wife, and 5,000 shares that are pledged.

~~(10)~~(13)		Includes ~~2,132 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.~~

~~(11)~~		~~Includes 18,472~~27,865 shares held as trustee by Mr. ~~Trice.~~Trice and 62,418 held in Trice Family Investments. Also includes 43,000 shares that are pledged.

~~(12)~~		~~Includes 10,269 shares held jointly by Mr. VanHooser’s wife and children.~~

~~(13)~~ ~~Includes 906 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.~~
(14) Includes ~~1,066~~5,184 shares ~~issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.~~held by Mr. VanHooser’s wife.

(15) Includes ~~200~~601 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.

(16) Includes ~~11,170~~67 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan and 4,181 shares that are pledged.
(17) Includes 7,385 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.

~~ITEM 1 — AMENDMENT OF CHARTER TO CLASSIFY BOARD OF DIRECTORS~~2

The Company’s Board of Directors has approved and recommended that the shareholders approve an amendment to the Company’s Charter (the “Charter”) to provide for the classification of the Company’s Board of Directors into three classes of directors with staggered three-year terms of office (the “Proposed Amendment”). The description of the Proposed Amendment set forth below is qualified in its entirety by reference to the text of the Proposed Amendment as set forth in Appendix A, attached hereto.

The Company’s bylaws currently provide that all of the Company’s directors are to be elected annually to serve until their successors have been elected and qualified. Tennessee law provides that a Company’s charter may provide for the staggering of the terms of its directors. The Proposed Amendment, along with a proposed related amendment to the Company’s bylaws, provides that the Company’s directors will be classified into three classes, as nearly equal in number as possible with each class to serve for staggered three year terms. The Company intends for the three classes to initially contain the following directors:

~~Class I Directors (Term to Expire at 2005 Annual Meeting)~~

~~Jack W. Bell~~
~~Mackey Bentley~~
~~Harold R. Patton~~
~~H. Elmer Richerson~~

~~Class II Directors (Term to Expire at 2006 Annual Meeting)~~

~~Charles Bell~~
~~J. Randall Clemons~~
~~Jerry L. Franklin~~
~~James Anthony Patton~~

~~Class III Directors (Term to Expire at 2007 Annual Meeting)~~

~~James F. Comer~~
~~John B. Freeman~~
~~Marshall Griffith~~
~~John R. Trice~~
~~Robert T. VanHooser, Jr.~~

At each annual meeting of the Company’s shareholders following this initial classification and election, the successors to the class of directors whose terms expire at that meeting would be elected for a term of office to expire at the third succeeding annual meeting of shareholders of the Company after their election and until their successors are duly elected and have qualified. By way of example, the Class I directors, Messrs. Bell, Bentley, Patton and Richerson would serve until the 2005 annual meeting at which time their successors would be elected for a term of three years. Similarly, the Class II and Class III directors would serve until the 2006 and 2007 annual meetings, respectively, at which time their successors would be elected for three year terms ending in 2009 and 2010, respectively.

The Proposed Amendment also includes a provision which would require the affirmative vote of the holders of at least two-thirds of the voting power of the shares of Company Common Stock entitled to vote on the election of directors to amend, alter, change or repeal, or to adopt any provisions as part of the Charter or bylaws that is inconsistent with the purpose and intent of the Proposed Amendment. This portion of the Proposed Amendment, if adopted, would require a shareholder to acquire two-thirds of the voting power of the shares of Company Common Stock in order to amend the Charter to remove the article establishing the classified board. This

super majority requirement will make it difficult for a shareholder, including a shareholder that acquires more than a majority of the Company’s Common Stock, to abolish the Company’s staggered board through the amendment of the Charter and as such would work to protect the members of the Company’s Board of Directors from removal.

The Proposed Amendment will significantly extend the time required to effect a change in control of the Company’s Board of Directors and may discourage takeover bids for the Company. Currently, the Company’s entire board of directors can be replaced at a single meeting by the shareholders holding a majority of the Company’s outstanding shares. If the Proposed Amendment is approved by the shareholders, it would take at least two annual meetings for shareholders holding a majority of the Company’s outstanding shares to effect a change in control of the Company’s Board of Directors.

Other than the protections afforded by Tennessee corporate law and laws and regulations applicable to banks and bank holding companies, the Company does not have in place any anti-takeover measures. The Proposed Amendment is designed to assure continuity and stability in the Company’s Board of Directors and in the Company’s management and policies since a majority of the Company’s directors at any given time will have prior experience with the Company. The Board of Directors further believes that this continuity and stability will facilitate long-range planning. Generally, as a result of the beneficial ownership by the executive officers and directors of the Company of approximately 15.69% of the outstanding shares of the Company’s Common Stock, management has not experienced any problems with continuity of ownership in the past. As the ownership of the Company becomes more broad based, however, the Company wishes to ensure that this experience will continue.

The Board of Directors also believes that its classification will enhance the Company’s ability to attract and retain well-qualified individuals who are able to commit the time and resources to understand the Company, its business affairs and operations. The continuity and quality of leadership that results from a classified Board of Directors should, in the opinion of the Board of Directors, promote the long-term value of the Company.

The Board of Directors also believes that the Proposed Amendment will assist the Board of Directors in protecting the interests of the Company’s shareholders in the event of an unsolicited offer for the Company. Because of the additional time required to change control of the Board of Directors, the Proposed Amendment will tend to perpetuate present management. Without the ability to obtain immediate control of the Board of Directors, a takeover bidder will not be able to take action to remove other impediments to an acquisition of the Company.

Because the classified board proposal will increase the amount of time required for a takeover bidder to obtain control of the Company without the cooperation of the Board of Directors, even if the takeover bidder were to acquire a majority of the Company’s outstanding stock, it will tend to discourage certain tender offers, perhaps including some tender offers that shareholders may feel would be in their best interests. The Proposed Amendment is not being recommended in response to any pending or threatened attempt to acquire control of the Company.

If the number of directors is increased by the Board of Directors and the resultant vacancies are filled by the Board of Directors, those additional directors will serve only until the next annual meeting of shareholders, at which time they will be subject to election and classification by the shareholders.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE PROPOSED AMENDMENT.~~

ITEM 21 — ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of ~~thirteen (13)~~twelve (12) members. The Company’s bylaws provide for a minimum of five and maximum of fifteen directors, the exact number to be set by the Company’s Board of Directors. The Company’s charter provides that the Board of Directors ~~has nominated thirteen individuals~~shall be divided into three classes, each class to ~~stand for election~~be as nearly equal in number as possible. The terms of four (4) directors expire at the ~~2004~~2010 Annual Meeting. ~~Proxies may not be voted for a greater number~~These directors are James F. Comer, John B. Freeman, John R. Trice, and Robert T. VanHooser, Jr. The nomination of ~~directors than thirteen.~~

James F. Comer, John B. Freeman, John R. Trice, and Robert T. VanHooser, Jr. has been approved by the Company’s Board of Directors.

Unless contrary instructions are received, the enclosed proxy will be voted in favor of the election as directors of the nominees listed below. Each nominee has consented to be a candidate and to serve, if elected. All the nominees currently are serving as directors of the Company. While the Company’s Board of Directors has no reason to believe that any nominee will be unable to accept nomination or election as a director, if such event should

occur, proxies will be voted with discretionary authority for a substitute or substitutes who will be designated by the Company’s current Board of Directors.

In the event that the Proposed Amendment is approved by the Company’s shareholders, the directors will be divided into three classes and the shares represented by the proxy will be voted for the election as directors of the thirteen (13) nominees named below for the class and for the terms identified or until their successors are duly elected and qualified. If the Proposed Amendment is not approved by the Company’s shareholders, the shares represented by the enclosed proxy will be voted for the election of the thirteen (13) nominees listed below to serve until the 2005 annual meeting of shareholders or until their successors are duly elected and qualified. The thirteen (13) nominees receiving the highest number of votes cast will be elected.

Information Concerning Nominees

The following table contains certain information concerning the nominees, which information has been furnished to the Company by the individuals ~~named.~~named:

Current Position; Business Experience
Nominee Age Director Since During Past Five Years⁽¹⁾
Class I Directors (Term to Expire at 2005 Annual Meeting of Shareholders)
Jack W. Bell⁽²⁾⁽³⁾
45 1987 Director; Owner — Jack W. Bell Builders, Inc.; Vice President of Operations – Lebanon Aluminum Products, Inc. (until 1995)
Mackey Bentley 59 1987 Director; President — Bentley’s Electric Company, Inc.
Harold R. Patton⁽⁴⁾
68 1987 Director; Retired; General Manager – Wilson Farmers’ Cooperative prior thereto
H. Elmer Richerson 51 1998 Vice President and Director of the Company; President of the Bank (since 2002); Vice President of the Bank from 1989 until 1994; Executive Vice President of the Bank 1994-2002

Class II Directors (Term to Expire at 2006 Annual Meeting of Shareholders)
Charles Bell⁽²⁾⁽⁵⁾
65 1993 Director; Consultant (1995-Present) and President (until 1995) – Lebanon Aluminum Products, Inc.
J. Randall Clemons⁽³⁾⁽⁵⁾
51 1987 President, Chief Executive Officer and Director of the Company (since 1992); Chairman (since 2002), Chief Executive Officer and Director of the Bank
Jerry L. Franklin 66 1987 Director; Owner as franchisee of Ponderosa Restaurants
James Anthony Patton⁽⁴⁾
43 1987 Director; Salesman-Mid Tenn Chemical; Co-Owner – Container Service, Inc; Salesman – Custom Packaging, Incorporated prior to 2001

Class III Directors (Term to Expire at 2007 Annual Meeting of Shareholders)
James F. Comer⁽⁵⁾
45 1996 Director; Owner — Comer Farms; Vice President - Lending and Account Executive of Farm Credit Services of America (1980-1995)
John B. Freeman 66 1987 Director, Retired Businessman; Chairman — Auto Parts and Service Company, Inc. (until 2000)
Marshall Griffith 65 1987 Director; Businessman – Evergreen Company; Senior Vice President – Fidelity Federal Savings and Loan of Nashville, Tennessee prior thereto
John R. Trice⁽³⁾
71 1991 Director; Owner – Trice Appraisal Services
Robert T. VanHooser, Jr.⁽³⁾
74 1991 Director (Chairman of the Company’s Board of Directors); Retired Business Development Officer - Wilson Bank and Trust 1991-96; President and CEO of Lebanon Bank, Lebanon, TN prior thereto


			Director		Current Position;
Nominee	Age		Since⁽¹⁾		Prior Business Experience

Class III Directors (Nominees for Election to the Board)

James F. Comer⁽³⁾		51		1996	Director; Owner — Comer Farms; Vice President — Lending and Account Executive of Farm Credit Services of America (1980-1995)
John B. Freeman		72		1987	Director; Retired Businessman; Chairman — Auto Parts and Service Company, Inc. (until 2000)
John R. Trice⁽⁵⁾		77		1991	Director; Owner — Trice Appraisal Services
Robert T. VanHooser, Jr.⁽⁵⁾		80		1991	Director; Retired — Business Development Officer — Wilson Bank and Trust (1991-96); President and CEO of Lebanon Bank, Lebanon, TN prior thereto

Class I Directors (Continuing Directors until 2011 Annual Meeting of Shareholders)

Charles Bell⁽²⁾⁽³⁾		71		1993	Director; Owner — Horn Springs Angus Farm, Consultant (1995-Present) and President (until 1995) — Lebanon Aluminum Products, Inc.
J. Randall Clemons		57		1987	President, Chief Executive Officer and Director of the Company (since 1992); Chairman (since 2002), Chief Executive Officer and Director of the Bank
Jerry L. Franklin		72		1987	Director; Owner as franchisee of Ponderosa Restaurants
James Anthony Patton⁽⁴⁾		49		1987	Director; Salesman-Mid Tenn Technologies


			Director		Current Position;
Nominee	Age		Since⁽¹⁾		Prior Business Experience

Class II Directors (Continuing Directors until 2012 Annual Meeting of Shareholders)

Jack W. Bell⁽²⁾⁽⁵⁾		51		1987	Director; Owner — Jack W. Bell Builders, Inc.; Vice President of Operations — Lebanon Aluminum Products, Inc. (until 1995)
Mackey Bentley		65		1987	Director; (Chairman of the Company’s Board of Directors) President — Bentley’s Air Conditioning, Inc.
Harold R. Patton⁽⁴⁾		74		1987	Director; Retired; General Manager — Wilson Farmers’ Cooperative prior thereto
H. Elmer Richerson		57		1998	Executive Vice President and Director of the Company; President of the Bank (since 2002); Executive Vice President of the Bank (1994-2002) Vice President of the Bank from 1989 until 1994


(1)		All directors serve on the Boards of Directors of the Company and the Bank.

(2)		Charles Bell is the father of Jack W. Bell.

(3)		Messrs. J.C. Bell ~~Clemons, Trice~~ and ~~VanHooser~~Comer serve on the Advisory Board of Directors of ~~DCB.~~the Smith County branches of the Bank.

(4)		Harold R. Patton is the father of James Anthony Patton.

(5)		Messrs. C.J. Bell, ~~Clemons~~Trice and ~~Comer~~VanHooser serve on the Advisory Board of Directors of ~~CBSC.~~the Dekalb County branches of the Bank.

Director Qualifications

The information describing the current position and prior business experience of each of the nominees and continuing directors above and below contains information regarding the person’s service as a director, business experience, public reporting company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company.

Mr. Comer has extensive agricultural expertise having been involved in agricultural-related professions for over 20 years. He also has extensive experience in making loans and other extensions of credit to agricultural borrowers in the Company’s market area.

Mr. Freeman has extensive experience as a small business owner in the communities that the Company serves and has a previously served as a director of another financial institution in the Company’s market.

Mr. Trice has extensive experience valuing real estate in the markets that the Company operates and has previously served as a director of another financial institution in the Company’s market. He also is actively involved in a number of community activities in the Company’s market area.

Mr. VanHooser, Jr. has extensive banking experience having served as the president and CEO and as a director of a financial institution in the Company’s market area for almost 20 years before serving as an officer of the Bank for five years. He has extensive knowledge of the day to day operations of a financial institution.

Mr. C. Bell has extensive experience as a small business owner of a manufacturing business in the Company’s market area as well expertise in agricultural matters similar to those of customers of the Company involved in agricultural related businesses and has previously served as a director of another financial institution in the Company’s market.

Mr. Clemons has extensive experience as a banker in the Company’s market area and is a community leader that is actively involved in a number of community activities. He is able to provide insight to the Board of Directors on the factors that impact the Company and the communities the Company serves and his day to day management of the Bank allows him to provide the Board of Directors with company-specific experience and expertise.

Mr. Franklin has extensive experience in the restaurant industry, having been the owner of a number of restaurants in the communities served by the Company. He is also actively involved in a number of community activities in the Company’s market area.

Mr. J. A. Patton’s experience as a sales representative of a Middle Tennessee technology company allows him to offer insight to the Board of Directors on a wide range of technology matters impacting the Company’s operations. He is also actively involved in a number of community activities in the Company’s market area.

Mr. J. Bell has extensive real estate construction and development experience as the owner of a building enterprise that engages in residential and commercial construction in the Company’s market areas.

Mr. Bentley has extensive experience as the owner of a small service-based business with operations in the Company’s market area. He is also actively involved in a number of community activities in the Company’s market area.

Mr. H. Patton has extensive knowledge of agricultural related businesses located in the Company’s market area and is well known among the agriculture community within the Company’s market area.

Mr. Richerson has extensive experience as a banker in the Company’s market area and is a community leader that is actively involved in a number of community activities. His extensive knowledge of the Bank’s history and his involvement in the day to day operations of the Bank allow him to provide the Board of Directors with company-specific experience and expertise.

Director Independence

The Board of Directors has determined that each of the following directors is an “independent director” within the meaning of the listing standards of the NYSE:

James F. Comer;
John B. Freeman;
Jerry L. Franklin;
Robert T. VanHooser, Jr.;
Mackey Bentley;
Harold R. Patton; and
James Anthony Patton.

Description of the Board and Committees of the Board

The Company does not have an executive compensation or nominating committee. The Board of Directors of the Company also serves as the Board of Directors of the Bank. The Board of Directors of the Company and the Board of Directors of the Bank, based upon recommendations by the Personnel Committee of the Board of Directors of the Bank, establish general compensation policies and programs for the Company and the Bank and determine annually the compensation to be paid to Company and Bank employees, including executive officers. The Board of Directors does not believe it is necessary to have a nominating committee because the Boards of Directors of the Company and the Bank act as a nominating committee for directors and officers of the Company and the Bank and develop general criteria concerning the qualifications and selection of directors and officers (including recommendations made by shareholders of the Company) and recommending candidates for such positions. All of the Company’s directors participate in the consideration of director nominees.

Each potential director nominee is evaluated on the same basis regardless of whether he or she is recommended by management, by a director or by a shareholder. The Board of Directors has not adopted a policy with respect to minimum qualifications for ~~directors.~~directors, nor has the Board of Directors adopted a formal diversity policy for nominees. Rather, the Board of Directors annually reviews and determines the specific qualifications and skills that one or more directors must possess in the context of the then needs of the Board of Directors with respect to experience, expertise and age. In making recommendations for nominees to the Board of Directors, the Board of Directors seeks to include directors who, when taken together with the other nominees and continuing directors, will create a Board of Directors that offers a diversity of education, professional experience, background, age, perspective, viewpoints and skill. Each of the nominees for director to be elected at the Annual Meeting was nominated and recommended by the Board of Directors.

The Company has not received director nominee recommendations from any shareholders for the term commencing in ~~2004~~2010 and expiring in ~~2005 or 2006 or 2007 if the Proposed Amendment is approved.~~2013. The Board of Directors will consider nominees recommended by shareholders, provided that such recommendations are submitted to the Board of Directors in writing and describe the reasons why the shareholder finds the recommended person to be a qualified candidate.

On September 28, 2009, the Board of Directors adopted a retirement policy for board members which requires that a director that served on the Board of Directors as of the policy’s implementation must retire from the Board of Directors at the first annual meeting of shareholders following his or her 80th birthday. Directors elected to the Board of Directors for the first time after the policy’s implementation will be required to retire from the Board of Directors at the first annual meeting of shareholders following the director’s 70th birthday. Notwithstanding the foregoing, the mandatory retirement age policy will not prohibit any current director from serving out the remainder of his existing term or from being elected and serving for at least one full three year term to which the director may be elected following implementation of the policy.

The Board of Directors of the Company has no standing committees. The Board of Directors of the Bank has ten standing committees consisting of the Audit, Executive, Personnel, Finance, Marketing, Building, Investment, Long Range Planning, Data Processing and ~~Trust Committees.~~Board Relations Committee. The Chairman of the Company, Mr. Bentley, is a member of all committees. The Chairman of the Board of Directors of the Bank, ~~(Mr. Clemons)~~Mr. Clemons, and Mr. Richerson are also members of all of the committees with the exception that Mr. Clemons and Mr. Richerson are not onmembers of the Personnel Committee or the Audit Committee. The members of each committee are generally appointed in May of each year and serve until the following May. Therefore, the committee members identified below may not have been on each identified committee for the entire ~~2003~~2009 fiscal year. Unless otherwise provided below, the members identified below are the current members of the applicable committees.

Audit Committee. The Company does not have ~~an Audit Committee.~~a separately-designated standing audit committee. The Bank, however, does have ~~an Audit Committee,~~a separately-designated standing audit committee, composed of Messrs. ~~C. Bell,~~J. Franklin, ~~and VanHooser~~J. A. Patton with Mr. ~~Griffith~~VanHooser serving as Chairman. The Audit Committee reviews annual and interim reports of the independent auditors and provides advice and assistance regarding the accounting, auditing and financial reporting practices of the Company and the Bank. The Audit Committee ~~does~~operates pursuant to the terms of a charter which was adopted by the Board of Directors in December 2004 and amended in February 2009 (the “Audit Committee Charter”). A copy of the Audit Committee Charter is not ~~have a written charter.~~available on the Company’s website, but was provided as an appendix to the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders. All of the Audit Committee’s members are independent under the current listing standards of the New York Stock Exchange, except for Mr. C. Bell, whose son, Jack Bell, is the owner of Jack Bell Builders, a company to which the Bank and the Community Bank of Smith County paid $1,844,000 in the aggregate for construction projects in 2003 as described in more detail below.NYSE. While the Board of Directors believes that certain of its audit committee members are financially literate and have a level of financial sophistication necessary to serve on the Audit Committee, it has determined that the Company does not have an “audit committee financial expert” as defined by the SEC’s rules and regulations serving on the Audit Committee. The Board of Directors believes that at least one of the current members of the Audit Committee has a level of experience regarding banking operations and the application of generally accepted accounting principles as to provide valuable service to the Audit Committee in its role of overseeing the financial reporting process of the Company and the Bank. The Board of Directors further believes that the current members of the Company’s Board of Directors provide a breadth of experience and level of community relationships that are important to the

Company and that the Company does not believe that it could attract an additional director that meets the requirements of an “audit committee financial expert” who also has those similar relationships. In making its determination, the Board of Directors particularly considered the size and nature of the Company’s business and the importance of knowledge of the local communities served by the Bank. The Audit Committee held ~~four~~five meetings during ~~2003.~~2009.

Executive Committee. The Executive Committee is composed of Messrs. C. Bell, ~~Bentley and VanHooser~~J. A. Patton, Trice, with Mr. ~~Trice~~Bentley serving as Chairman. The Executive Committee reviews corporate activities, makes recommendations to the Board of Directors on policy matters and makes executive decisions on matters that do not require a meeting of the full Board of Directors. The Executive Committee held twelve meetings during ~~2003.~~

2009.

Personnel Committee. The Personnel Committee, composed of Messrs. ~~VanHooser, Freeman~~Franklin, Trice, and ~~J.A. Patton~~VanHooser, with Mr. J. ~~Bell~~A. Patton serving as Chairman, considers and recommends to the Board of Directors the salaries of all Bank personnel, including the Named Executive Officers. This committee, all of the members of which are independent under the listing standards of the NYSE, held ~~five~~six meetings during ~~2003.~~

2009. This Committee does not have a written charter. Compensation decisions for the Company’s executive officers, including its Named Executive Officers, are made by the Board of Directors of the Company upon recommendation of the Personnel Committee.

The agenda for meetings of the Personnel Committee is determined by its Chairman with the assistance of the Company’s Secretary and the Company’s Chief Executive Officer. Personnel Committee meetings are regularly attended by the Chairman of the Board, the Chief Executive Officer and the Chief Human Resources Officer. When considering the compensation of Mr. Clemons and Mr. Richerson, the Personnel Committee meets in executive session. The Personnel Committee’s Chairman reports the committee’s recommendations on executive compensation to the Board of Directors. The Company’s human resources and accounting departments support the Personnel Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs.

Finance Committee. The Finance Committee is the credit review board of the Bank. This committee reviews loan applications meeting certain criteria and approves those found creditworthy. In addition, this committee reviews all loans that are funded. The committee is comprised of ~~seven permanent members,~~ Messrs. C. Bell, Franklin, J. A. Patton, VanHooser, and J. Bell ~~Bentley, Comer, Griffith and VanHooser with Mr. H. Patton~~ serving as Chairman. ~~Serving as “temporary members” of the committee in 2003 were Messrs. J.A. Patton, Franklin and Freeman. In addition, Mr. Trice served as an advisory member for the entire fiscal year.~~ The Finance Committee held ~~seventeen~~twelve meetings during ~~2003.~~

2009.

Marketing Committee. The Marketing Committee is composed of Messrs. ~~Franklin, H. Patton and Trice~~J. Bell, Freeman, VanHooser with Mr. ~~J.A. Patton~~Comer serving as Chairman. The Marketing Committee recommends the direction of the marketing efforts of the Company and the Bank. This committee held four meetings during ~~2003.~~

2009.

Building Committee. The Building Committee is composed of Messrs. ~~J. Bell, Bentley, Griffith~~Franklin and ~~J.A.~~H. Patton with Mr. Freeman serving as Chairman. This committee makes recommendations to the Company’s and the Bank’s Boards of Directors on the immediate and future building needs of the Company and the Bank. This committee held four meetings during ~~2003.~~

2009.

Investment Committee. The Investment Committee is composed of Messrs. ~~C. Bell, Comer and~~Bentley, H. Patton, and Trice with Mr. ~~Bentley~~C. Bell serving as Chairman. The Investment Committee reviews and directs the investment portfolio of the Bank. This committee held four meetings during ~~2003.~~

2009.

Long Range Planning Committee. The Long Range Planning Committee is composed of Messrs. ~~J. Bell, Freeman,~~Bentley and Trice with H. Patton ~~and VanHooser with Mr. Comer~~ serving as Chairman. This committee explores strategic opportunities available to the Company and recommends the direction the Company should take on these matters. This committee held ~~three~~two meetings in ~~2003.~~

2009.

Data Processing Committee. The Data Processing Committee is composed of Messrs. ~~Comer, J.A.~~J. Bell, J. A. Patton, ~~and Richerson~~ with Mr. Franklin serving as Chairman. The Data Processing Committee reviews the computer hardware and software needs of the Company and makes recommendations regarding purchases thereof to the Board of Directors. This committee held ~~ten~~four meetings during ~~2003.~~

2009.

~~Trust~~Board Relations Committee. The ~~Trust~~Board Relations Committee is composed of Messrs. J. Bell, ~~Comer~~J. Freeman, and ~~Griffith~~H. Patton with Mr. ~~C. Bell~~Bentley serving as ~~Chairman,~~Chairman. The Board Relations Committee’s primary responsibility is ~~charged with~~to plan for the ~~oversight~~Board of Director’s future responsibilities and ensure that the Bank’s Board of Directors meets the future needs of the ~~Bank’s trust activities.~~Bank. This committee ~~held four meetings~~had no meeting during ~~2003.~~2009.

During the fiscal year ended December 31, ~~2003,~~2009, the Board of Directors of the Bank held sixteen meetings ~~while~~with the Board of Directors of the Company ~~met fifteen~~also meeting sixteen times. Each director attended ~~more than~~at least 99% of the aggregate number of meetings of both the Bank’s and the Company’s Boards of Directors and the committees on which such director served. The Company encourages each member of the Board of Directors to attend the Annual Meeting of ~~Shareholders. All~~Shareholders, and all of the Company’s directors attended the ~~2003~~2009 Annual Meeting of Shareholders.

The Company’s Board of Directors has established procedures for the Company’s shareholders to communicate with members of the Board of Directors. Shareholders may communicate with any of the Company’s directors, including the chairperson of any of the committees of the Board of Directors, by writing to a director c/o Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.

Board Leadership Structure. The Company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the full Board.

Board’s Role in Risk Oversight. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls, and discusses with management, the internal auditors, and the independent registered public accountants the Company’s policies with respect to risk assessment and risk management, including risks related to fraud, liquidity, credit operations and regulatory compliance. The Audit Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s compliance and ethics programs, including compliance with legal and regulatory requirements.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who beneficially own more than ten percent of the Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent beneficial owners are required by federal securities regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of such forms and written representations from certain reporting persons furnished to the Company, the Company believes that its officers, directors and greater than ten percent beneficial owners, if any, were in compliance with all applicable filing ~~requirements.~~

requirements, except for one late filing by Mr. McDearman and two late filings by Mr. J.A. Patton.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~FOR~~“FOR” EACH OF THE NOMINEES LISTED ABOVE.


ITEM 2 — AMENDMENT OF THE COMPANY’S CHARTER ~~ITEM 3~~	—	~~AMENDMENT OF CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~ ~~OF COMMON STOCK~~

The Company’s Charter currently authorizes the issuance of ~~5,000,000~~10,000,000 shares of Common Stock. As of December 31, ~~2003, 4,320,606~~2009, 7,147,582 shares of Common Stock were issued and outstanding. On January ~~26, 2004,~~25, 2010, the Board of Directors unanimously approved and adopted, subject to shareholder approval, a proposed amendment to the Company’s Charter, providing for an increase in the authorized number of shares of Common Stock from ~~5,000,000~~10,000,000 to ~~10,000,000. The affirmative vote~~15,000,000. Approval of ~~the holders of a majority of the shares of Common Stock outstanding and entitled to vote is required to approve~~ the amendment to the Company’s ~~Charter.~~

Charter requires that more votes be cast in favor of the amendment than against the amendment.

If this proposal is approved by the Company’s shareholders at the Annual Meeting, the amendment to the Charter will become effective upon the filing of Articles of Amendment with the Secretary of State of Tennessee, which filing is expected to take place shortly after the Annual Meeting. The Board believes that it is in the best interests of the Company and all of its shareholders to amend the ~~Charter.~~Charter to increase the authorized shares of Common Stock.

Except as set forth below, the relative rights of the holders of Common Stock under the Charter would remain unchanged. Article 6 of the Charter, as amended by the proposed amendment, is set forth below:

“6. The total number of shares of stock which the corporation is authorized to issue is one hundred (100) shares of Organizational Stock, no par value per share and ~~ten~~fifteen million ~~(10,000,000)~~(15,000,000) shares of Common Stock, $2.00 par value per share.”

The Board of Directors believes that with the current level of authorized capital stock, the Company is constrained in its ability to pursue strategies intended to support its planned growth and to enhance shareholder value. The Board of Directors considers the proposed increase in the number of authorized shares of Common Stock desirable because it would give the Company the necessary flexibility to issue Common Stock in connection with stock dividends and splits, acquisitions, equity financings and for other general corporate purposes. The Company currently has no oral or written plans, arrangements or understandings for the issuance of the additional shares of Common Stock to be authorized pursuant to this proposal.

The amendment to the Company’s Charter will ensure that the Company will continue to have an adequate number of authorized and unissued shares of Common Stock available for future use. As is the case with the shares of Common Stock which are currently authorized but unissued, if this amendment to the Company’s Charter is adopted by the shareholders, the Board of Directors will have authority to issue the additional shares of Common Stock from time to time without further action on the part of shareholders except as may be required by applicable law or by the rules of any stock exchange or market on which the Company’s securities may then be listed or authorized for quotation.

The additional number of authorized shares could have the effect of making it more difficult for a third party to take over the Company in a transaction not approved by the Board of Directors. Shareholders do not have any preemptive or other rights to subscribe for any shares of Common Stock which may in the future be issued by the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE PROPOSED ~~AMENDMENT.~~AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

ITEM 43 — ~~OTHER MATTERS~~

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors is not aware of any other matters which may be brought before the Annual Meeting. However, if any matter other than the proposed matters properly comes before the meeting for action, proxies will be voted for such matters in accordance with the best judgment of the ~~persons named~~Company, as ~~proxies.~~

~~INDEPENDENT PUBLIC ACCOUNTANT INFORMATION~~

~~The Board~~recommended and approved by the Audit Committee, is recommending to the shareholders the ratification of ~~Directors has selected~~the appointment of the accounting firm of Maggart & Associates, P.C. to serve as the Company’s independent ~~auditors~~registered public accounting firm for the ~~current~~ fiscal year ~~upon the recommendation of the Audit Committee.~~ending December 31, 2010. Maggart & Associates, P.C. has served in this capacity for the Company since 1987. A representative of Maggart & Associates, P.C. is expected to be present at the Annual Meeting, will have anthe opportunity to make a statement if he or she so desires ~~and~~ is expected to be available to respond to appropriate ~~questions.~~

questions

During the fiscal years ended December 31, ~~2003~~2009 and December 31, ~~2002,~~2008, the Company incurred the following ~~principal independent auditor fees:~~fees for services provided by Maggart & Associates:


					2009		2008
	2003		2002
Audit Fees:^(a)	$	127,090	$	101,400	$	219,394	$	195,701

Audit-Related Fees:^(b)	$	14,665	$	10,522	$	18,807	$	14,477

Tax Fees:^(c)	$	11,625	$	5,040	$	5,365	$	4,575

Other Fees:		—		—	$	-0-	$	-0-

The Audit Committee considered these fees and concluded that the performance of these services was consistent with Maggart & Associates’ independence.

The Audit Committee also has adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor to the Company. The policy requires that all services Maggart & Associates, the Company’s independent auditor, may provide to the Company, including audit services and permitted audit-related and non-audit services, be pre-approved by the Audit Committee. The Audit Committee ~~approved~~pre-approved all audit and non-audit services provided by Maggart & Associates during fiscal ~~2003.~~

~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

The following table provides information as to annual, long-term or other compensation during fiscal years 2003, 2002, and 2001 for Mr. Clemons, the Company’s Chief Executive Officer, Mr. Richerson, the Bank’s President, Gary Whitaker, the Bank’s Senior Vice President, Larry Squires, the Bank’s Senior Vice President, and

John Goodman, the Bank’s Senior Vice President-Western Division, the four most highly compensated executive officers of the Company or the Bank with total annual salary and bonus over $100,000 for the year ended December 31, 2003.2009.

Long-Term Compensation
Annual Compensation Securities Underlying All Other
Name and Principal Position Year Salary Bonus⁽¹⁾ Options/SARS (#) Compensation⁽²⁾
J. Randall Clemons,
President and Chief
2003 $ 263,502 $ 156,000 -0- $ 44,460
Executive Officer of the
2002 228,502 136,000 -0- 46,922
Company and Chief Executive Officer of the Bank
2001 213,533 106,000 -0- 40,421

H. Elmer Richerson,
2003 $ 200,130 $ 78,000 -0- $ 31,687
President of the Bank 2002 170,130 68,000 -0- 31,991
2001 156,000 53,000 -0- 27,461

Gary Whitaker,
2003 $ 117,000 $ 40,224 -0- $ 18,372
Senior Vice President of
2002 106,000 37,930 -0- 17,506
the Bank 2001 100,000 34,126 -0- 15,727

Larry Squires,
2003 $ 100,200 $ 15,361 -0- $ 14,730
Senior Vice President of
2002 95,400 14,531 -0- 14,370
the Bank 2001 80,000 24,495 -0- 12,738

John Goodman,
Senior Vice President -
2003 $ 90,000 $ 14,079 2,000 ⁽³⁾ $ 3,519
Western Division of the
2002 29,847 7,000 -0- -0-
Bank 2001 -0- -0- -0- -0-
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MAGGART & ASSOCIATES, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

~~(1)~~		~~Perquisites and other personal benefits did not exceed the lesser of either $50,000 or 10% of the total of annual salary and bonus for the named executive officer.~~

~~(2)~~		Represents for fiscal years 2003, 2002 and 2001, respectively, (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $19,200, $19,200 and $16,421 for Mr. Clemons; $19,200, $19,200 and $16,421 for Mr. Richerson; $15,094, $13,817 and $12,955 for Mr. Whitaker; $9,881, $9,234 and $7,743 for Mr. Squires; and $3,519, $0 and $0 for Mr. Goodman; and (ii) accruals by the Company with respect to the Company’s obligations under the Executive Salary Continuation Agreements described below in the amounts of 25,260, $27,722 and $24,000 for Mr. Clemons; $12,487, $12,791 and $11,040 for Mr. Richerson; $3,278, $3,689 and $2,772 for Mr. Whitaker; and $4,850, $5,136 and $3,504 for Mr. Squires.

~~(3)~~		~~The number of securities underlying options have been adjusted to reflect the Company’s two-for-one stock split paid to shareholders on October 30, 2003.~~

~~Option Grants in 2003~~

The following table summarizes certain information regarding stock options issued to the Named Executive Officers during fiscal 2003. No stock appreciation rights (“SARs”) have been granted by the Company.

Individual Grants
Number of Percent of Total Potential Realizable Value at
Securities Options Granted to Assumed Annual Rates of Stock
Underlying Options Employees in Fiscal Exercise Price Expiration Price Appreciation For Option Term
Name Granted(#)⁽¹⁾ 2003(%) ($/Share) Date 5%($) 10%($)
John Goodman⁽²⁾
2,000 ⁽³⁾ 20 % $ 22.50 1/02/13 $ 28,300 $ 71,718
ITEM 4 — OTHER MATTERS

~~(1)~~		~~The options were granted to Mr. Goodman on January 2, 2003 pursuant to the Company’s 1999 Stock Option Plan.~~

~~(2)~~		~~The option award information has been adjusted to reflect the Company’s two-for-one stock split paid by the Company on October 30, 2003.~~

~~(3)~~		The options vest 10% per year beginning with the first anniversary of the date of grant. If any of certain events which generally constitute a change in control of the Company occur, the options would become immediately exercisable.

~~Aggregate Option Exercises During 2003 and Fiscal Year End Option Values~~

The following table provides information related to options exercised by the named executive officers during the 2003 fiscal year and the number and value of options held at fiscal year end and has been adjusted to reflect the two-for-one stock split authorized by the Company and paid to the Company’s shareholders in the form of a 100% stock dividend on October 30, 2003. The Company has not issued stock appreciation rights or warrants to its executive officers.

Shares Number of Securities Value of Unexercised In-the-Money
Acquired on Value Underlying Unexercised Options(#) Options at Fiscal Year End ($)⁽¹⁾
Name Exercise (#)⁽²⁾ Realized ($) Exercisable Unexercisable Exercisable Unexercisable
J. Randall Clemons — — 3,200 4,800 $ 39,040 $ 58,500
H. Elmer Richerson — — 2,132 3,200 26,011 39,040
Gary Whitaker 200 $ 3,530 906 1,360 11,054 16,592
Larry Squires — — 1,066 1,601 13,006 19,532
John Goodman — — 200 1,800 1,000 9,000

~~(1)~~		The closing price for the common stock as of December 31, 2003 was $27.50. Value is calculated on the basis of the difference between the option exercise price and $27.50, multiplied by the number of shares of Common Stock underlying the option.

~~(2)~~		~~Gary Whitaker was the only named executive officer that exercised any stock options during 2003.~~

~~Executive Salary Continuation Agreements~~

The Company has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. Clemons, Richerson, Whitaker and Squires, pursuant to which each such executive officer (or his or her beneficiaries) are 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 the event that the executive officer resigns or is terminated without cause prior to age 65, he or she is entitled to receive the vested portion of such benefits, with vesting occurring at the rate of 6%, 6%, 6% and 6% per year from March 30, 1995, March 30, 1995, March 16, 1998 and August 21, 1996 for each of Messrs. Clemons, Richerson, Whitaker and Squires, respectively, if the required performance targets are met. As of December 31, 2003, Messrs. Clemons, Richerson, Whitaker and Squires were vested 42%, 42%, 24% and 36%, respectively. The performance target for each agreement is average return on assets for the Bank over the vesting period for each executive officer, as follows: 1.0% or better (100% of vested benefit); .9-.99% (90%); ..8-.89% (80%); .7-.79% (70%) and below .7%, no benefit.

The amounts paid to a named executive officer are dependent on the then current compensation for each such person at the time of retirement or termination and will also be reduced by a percentage of social security payments and 401(k) benefits paid to the named executive officer during the time when the benefits are being paid and, as such, cannot be calculated with certainty at this time. By way of example, if a named executive officer is employed by the Company for a period of 10 years and the average return on assets in each of those ten years is 0.99, then the named executive officer would be entitled to receive fifty-four percent (54%) of his or her then current salary at termination, less (i) fifty percent of social security benefits paid to the named executive officer and (ii) one hundred percent of the employer contributed 401(k) benefits paid to the named executive officer.

Payment of the benefits is contingent on the executive officer not competing with the Bank for three years after termination of employment. In the event there is a change in control of the Bank or the Company, the benefits become fully vested without regard to the performance target or the non-competition agreement. A “change in control” is the acquisition of 50% or more of the shares of the Bank or the Company, or a merger, consolidation or similar transaction involving the Bank or the Company, or the cessation by either of their business activities or existence.

~~DIRECTORS’ COMPENSATION~~

Each of the Company’s directors is elected at the Annual Meeting and serves until the next Annual Meeting and until his successor has been duly elected and qualified. If the Proposed Amendment is approved the directors will be classified in three classes, with directors in each class serving for three year terms. The Board of Directors is not aware of any other matters which may be brought before the Annual Meeting. However, if any matter other than the proposed matters properly comes before the meeting for action, proxies will be voted for such matters in accordance with the best judgment of the ~~Company also serves~~persons named as the Board of Directors of the Bank. In 2003, each director received $1,650 per month for his services as a director of the Company. In addition, each director of the Bank received $800 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 $1,350 per month, as a member of the various committees on which he serves. In addition, fees of $1,683 and $1,390 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 2003.

~~PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION~~

Decisions with respect to compensation of the Company’s and the Bank’s executive officers, including the Chief Executive Officer and the other named executive officers, for fiscal year 2003 were made by the Board of Directors of the Bank based upon recommendations by the Personnel Committee. Compensation of executive officers consists of a base salary, an annual bonus and matching and profit-sharing contributions under the Company’s 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the Bank or Company). No member of the Personnel Committee served as an officer or employee of the Company or of any of its subsidiaries during 2003.

In recommending the 2003 base salary of J. Randall Clemons, the Company’s and the Bank’s Chief Executive Officer, the Personnel Committee reviewed a Tennessee Banking Association (“TBA”) 2002 survey of compensation levels for Chief Executive Officers of Middle Tennessee banks or bank holding companies with assets of $500- 1 billion. Decisions regarding compensation were made in view of these sources of information with the intent to compensate the Chief Executive Officer with a comparable base salary.

The Personnel Committee further considered the Bank’s and the Company’s overall financial performance in 2002 in recommending Mr. Clemons’ base salary (including asset quality and growth, net income, earnings per share and return on equity compared to the previous year). For example, total assets for fiscal year 2002 for the Company increased 12.72% compared with 2001, net income increased 28.2% and earnings per share increased 25.15% compared with 2001. Mr. Clemons’ base salary was increased 15.3% for the 2003 fiscal year. Notwithstanding disclosure of certain performance measures in this paragraph, the Personnel Committee’s recommendations concerning Mr. Clemons’ base salary were not based upon the attainment of any specific quantitative performance objectives.

~~The base salary for Mr. Richerson, Mr. Whitaker, Mr. Squires and Mr. Goodman were based on similar criteria and considerations.~~

Executive officers are eligible for an annual cash bonus pursuant to a formula determined by the Board of Directors that is based upon the Company’s net income for the fiscal year. In 2003, Mr. Clemons was eligible for, and received, $6,000 for the first $1.25 million of net income earned by the Company and $5,000 for each additional $250,000 of net income earned. Mr. Richerson was eligible for, and received, $3,000 for the first $1.25 million of net income earned by the Company and $2,500 for each additional $250,000 of net income earned. Mr. Whitaker, Mr. Squires and Mr. Goodman were eligible for, and received, a bonus determined by the return of assets performance of the Bank which bonus was calculated on a basis consistent with the Bank’s other employees. Messrs. Whitaker, Squires and Goodman were also eligible to receive monthly cash payments under the Company’s cash-based incentive plan upon the attainment of certain performance goals.

Employees, including executive officers, also receive a matching grant of $.35 from the Company for each one dollar ($1) up to a maximum of 6% of the amount contributed each year by the employee to his or her 401(k) account. No employee is entitled to contribute more than $13,000. The Company contributes additional funds into each employee’s 401(k) account under a profit-sharing arrangement based upon each employee’s base salary as a percentage of the Company’s total payroll.

The compensation levels for fiscal year 2003 for members of management other than Mr. Richerson, Mr. Clemons, Mr. Whitaker and Mr. Squires were established by the Personnel Committee based upon the recommendation of the Company’s Chief Executive Officer, J. Randall Clemons. Mr. Clemons’ recommendations regarding these salaries were based on considerations and criteria similar to those described above.proxies.


Robert T. VanHooser, Jr., Chairman Jerry Franklin J. A. Patton ~~Marshall Griffith, Chairman~~		~~Charles Bell~~
~~Robert T. VanHooser, Jr.~~		~~Jerry Franklin~~

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Decisions with respect to compensation of the Company’s and the Bank’s executive officers, including the Chief Executive Officer and the other named executive officers, as identified in the Summary Compensation Table, for fiscal year 2009 were made by the Board of Directors of the Bank based upon recommendations by the Personnel Committee. Discussions regarding the non-equity compensation of the Company’s and the Bank’s executive officers that are not named executive officers are made by the Chief Executive Officer in consultation with such officer’s supervisor. For these officers, the Chief Executive Officer is responsible for establishing the framework for how these individuals are compensated. The components of compensation of executive officers consist of a base salary, an annual cash incentive, amounts contributed under the executive officer’s Executive Salary Continuation Agreement and matching and profit-sharing contributions under the Company’s 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the Bank or Company). At times, these executive officers have also been awarded equity based compensation in the form of time vested stock options; however, the Personnel Committee and the Chief Executive Officer have historically focused on cash-based compensation that is currently paid out, using stock options only in connection with promotions or changes in duties. The Company utilizes the Executive Salary Continuation Agreements, described in more detail below, to provide for post retirement payments to the named executive officers. No member of the Personnel Committee served as an officer or employee of the Company or of any of its subsidiaries during 2009.

The overarching policy of the Personnel Committee and the Board of Directors in determining executive compensation, including the compensation of the Chief Executive Officer, is to attract and retain the highest quality talent to lead the Company and to reward key executives based upon their individual performance and the performance of the Bank and the Company. The Personnel Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation packages provided to key employees remain competitive relative to the compensation paid to similarly situated executives of peer companies. The Personnel Committee believes that providing incentives to and rewarding the performance of the Company’s executive officers enhances the profitability of the Company. To that end, the Personnel Committee believes that the compensation paid to its executive officers should include base salary and a significant cash incentive opportunity designed to reward performance as measured against established goals. Continuing the practice of only awarding stock options in connection with promotions or changes in an executive officers’ duties, the Personnel Committee did not award any stock-based compensation to the named executive officers in 2009 and does not utilize equity-based compensation as a significant component of the compensation paid to the named executive officers.

Executive compensation programs impact all employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees.

Each year the Personnel Committee reviews and approves a base salary for Mr. Clemons taking into account several factors, including prior year base salary, responsibilities, tenure, performance, salaries paid to chief executive officers of other financial institutions of a similar size in similar markets, the Bank’s overall pay scale, including retirement benefits payable to Mr. Clemons, and the Bank’s recent performance. Taking into consideration these factors, the Personnel Committee approved an increase to the 2009 base salary of Mr. Clemons when compared to 2008. In setting the base salaries of the other named executive officers, the Personnel Committee considers the recommendations of Mr. Clemons, who makes his recommendations regarding these salaries based on the same factors described above. Based on those criteria, the Personnel Committee approved similar increases to the 2009 base salaries of Mr. Richerson and Ms. Pominski. Mr. Whitaker and Mr. McDearman each received larger increases than the other three named executive officers in recognition of their taking on increased executive responsibilities and to raise their compensation to levels that are competitive within the Company’s market areas.

Mr. Clemons and Mr. Richerson are eligible for an annual cash incentive, which we refer to as bonus, pursuant to a formula determined by the Board of Directors that is based upon the Company’s after tax earnings for the fiscal year. In 2009, Mr. Clemons was eligible for, and received, a cash incentive payment equal to 1.5% of the Company’s after tax earnings, while Mr. Richerson was eligible for, and received, a cash incentive payment equal to 1.15% of the Company’s after tax earnings. In total, Mr. Clemons and Mr. Richerson were paid cash incentive payouts totaling $176,205 and $135,090, respectively.

Mr. Whitaker, Ms. Pominski and Mr. McDearman were eligible for, and received, a cash incentive payment determined by the return on assets (“ROA”) performance of the Bank, which payment was calculated on a basis consistent with the Bank’s other employees. For 2009, the ROA targets and related cash incentive payouts as a percentage of the base salary of Messrs. Whitaker and McDearman and Ms. Pominski were 9% at .90 ROA, 9.5% at .95 ROA, 10% at 1.0 ROA, 10.5% at 1.05 ROA, 11% at 1.10 ROA, 11.5% at 1.15 ROA, 12% at 1.20 ROA, 12.5% at 1.25 ROA and 13% at 1.35 ROA.

In 2009, the Bank’s ROA was 0.81. Although the Bank did not achieve the ROA target established because of the continuing challenging economic environment, the Board of Directors decided to pay the minimum percentage to the named executive officers in recognition of their significant contribution to the Bank and in light of the fact that the Bank continued to achieve profitability even during a very challenging economic environment. The Personnel Committee and the Board of Directors approved the payout of a cash bonus totaling 9% of the base salaries of Messrs. Whitaker and McDearman and Ms. Pominski, or $17,537, $13,123 and $9,466, respectively.

Messrs. Whitaker and McDearman and Ms. Pominski were also eligible to receive monthly cash payments under the Company’s cash-based incentive plan upon the attainment of certain Company and individual performance goals. For Mr. Whitaker these goals included goals related to loan fees, loan volume, mortgage loan income, credit life goals, past due loan percentage and timely employee reviews. For Mr. McDearman, these goals included each branch in his division meeting budget, as well as the Bank meeting budget. For Ms. Pominski, these goals included expense control and audit related goals. Incentives paid to Messrs. Whitaker and McDearman, and Ms. Pominski, for 2009 related to these performance goals totaled $18,000, $14,073 and $7,200 respectively, which was the maximum amount that could be received for Ms. Pominski and 60% and 67.8% of the maximum amounts that could be received for Messrs. Whitaker and McDearman, respectively.

Employees, including executive officers, also receive a matching grant of $.35 from the Company for each one dollar ($1) up to a maximum of 6% of the amount contributed each year by the employee to his or her 401(k) account. No employee is entitled to contribute more than $16,500. The Company contributes additional funds into each employee’s 401(k) account under a profit-sharing arrangement based upon each employee’s base salary as a percentage of the Company’s total payroll. During 2009, Messrs. Clemons, Richerson, Whitaker and McDearman and Ms. Pominski received contributions totaling $23,520, $23,520, $19,077, $16,770 and $10,643, respectively.

The Bank has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. Clemons, Richerson, Whitaker and McDearman and Ms. Pominski, which agreements were amended on December 30, 2008. These agreements, as amended, provide for the payment of an annual cash benefit to each of these executive officers (or his or her beneficiaries) following the executive’s separation from service from the Bank under a variety of circumstances.

If a named executive officer retires from the Bank after reaching age 65, he or she is entitled to receive a percentage of his or her then current base salary payable in equal monthly installments for 180 months beginning the month following the month in which such executive officer’s retirement occurs. The percentage of salary payable to each of Messrs. Clemons, Richerson, Whitaker and McDearman and Ms. Pominski following retirement after reaching age 65 is 30%, 30%, 20%, 10% and 10%, respectively.

If a named executive officer retires prior to reaching age 65, his or her retirement will be considered “early retirement” under the Executive Salary Continuation Agreements if he or she has attained the age of 55 and has been continuously employed by the Bank for twenty years. If the named executive officer’s retirement qualifies as “early retirement” or the named executive officer dies prior to the commencement of benefit payments under the agreements then he or she shall be entitled to receive a benefit equal to the accrual balance of the executive officer under the agreement as of the last day of the plan year immediately preceding the executive’s early retirement date or death, as the case may be, payable in equal monthly installments for 180 months beginning the month following the month in which the executive’s early retirement occurs in the case of “early retirement” and in a lump sum within 30 days following the executive’s death in the case of death. At December 31, 2009, the accrual balance for each of the named executive officers was as follows:


	Accrual Balance		Vested Balance
Named Executive Officer	at December 31, 2009		at December 31, 2009

J. Randall Clemons	$	496,647	$	496,647
Elmer Richerson		309,829		309,829
Gary Whitaker		83,638		—
John McDearman		10,265		—
Lisa Pominski		11,069		—

In the event that a named executive officer becomes disabled prior to reaching early retirement or retirement, the Bank is obligated to pay to the executive officer an annual benefit equal to 60% of the executive officer’s salary and bonus at the time of disability, payable in equal monthly installments for a period of 180 months.

In the event that the employment of a named executive officer terminates for any reason other than death, disability or retirement by his or her voluntary action or he or she is discharged by the Bank without cause, the Bank is required to pay to the executive the vested portion of his or her accrual balance as of the date of termination in equal monthly installments for a period of 180 months commencing on the first month following the executive officer’s 65^th birthday. Under the terms of the Executive Salary Continuation Agreements, a participant becomes 100% vested in his or her accrual balance earned as of the last day of the immediately preceding plan year upon attaining age 55 and completing 20 years of continuous employment with the Bank. At December 31, 2009, each of the named executive officer were vested in the following percentages:


Named Executive Officer	Percentage Vested at December 31, 2009

J. Randall Clemons		100	%
Elmer Richerson		100	%
Gary Whitaker		—
John McDearman		—
Lisa Pominski		—

The Bank has purchased life insurance policies or other assets to provide the benefits payable to the named executive officers and other executive officers that are a party to Executive Salary Continuation Agreements with the Bank. These insurance policies are the sole property of the Bank and are payable to the Bank. At December 31, 2009, the total liability of the Bank to the named executive officers under these Executive Salary Continuation Agreements totaled $911,448 while the cash surrender value and face amount of the policies associated with these named executive officers totaled approximately $1,109,567 and $3,923,000, respectively.

Payment of benefits under the Executive Salary Continuation Agreements is contingent on the executive officer not competing with the Bank for one year after termination of employment. In the event there is a change in control of the Bank or the Company, the benefits become fully vested without regard to the non-competition agreement and will be paid out in accordance with the terms of the agreements following the named executive officer’s termination of service. A “change in control” is the acquisition of 50% or more of the shares of the Bank or the Company, or a merger, consolidation or similar transaction involving the Bank or the Company, or the cessation by either of their business activities or existence.

The Executive Salary Continuation Agreements were amended during 2008 to bring the Agreements into compliance with the requirements of Internal Revenue Code Section 409A, along with simplifying the calculation of the benefits received at retirement.

In addition to the above-described compensation, the Company provided automobile (and in the case of Mr. Clemons and Mr. Richerson, fuel) allowances in 2009 of $5,546, $4,969, $7,800 and $7,800, for each of Messrs. Clemons, Richerson, Whitaker and McDearman.

For 2010, base salaries have been set at $349,474, $270,529, $172,031 $150,181 and $108,334, respectively, for Messrs. Clemons, Richerson, Whitaker and McDearman, and Ms. Pominksi, respectively.

As part of its role, the Personnel Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company believes that compensation paid under the cash incentive plans are generally fully deductible for federal income tax purposes. However, in certain situations, the Personnel Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. The Company amended the Executive Salary Continuation Agreements in December 2008 to comply with the final regulations issued under these tax law changes.

Beginning on January 1, 2006, the Company began accounting for stock-based payments including those issued under its Stock Option Plan in accordance with the requirements of FASB ASC Topic 718.

PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2009 with management. In reliance on the reviews and discussions referred to above, the Personnel Committee recommended to the Board of Directors, and the Board Directors has approved, that the CD&A be included in the proxy statement for the Annual Meeting.


J. A. Patton, Chairman		Jerry Franklin		Robert VanHooser		John Trice

Summary Compensation Table

The following table provides information as to annual, long-term or other compensation during the 2007, 2008 and 2009 fiscal years for Mr. Clemons, the Company’s Chief Executive Officer, Ms. Pominski, the Company’s Chief Financial Officer, and the three most highly compensated executive officers of the Company or the Bank other than the Chief Executive Officer and Chief Financial Officer with total compensation over $100,000 for the year ended December 31, 2009.


													Change in
													Pension
													Value and
											Non-Equity		Nonqualified
											Incentive		Deferred
											Plan		Compen-		All Other
							Stock		Option		Compen-		sation		Compensation
			Salary		Bonus		Awards		Awards⁽¹⁾⁽²⁾		sation		Earnings⁽³⁾		^(4)(5)(6)		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
J. Randall Clemons,		2009	$	339,295		—		—	$	1,392	$	176,205	$	81,978	$	84,006	$	682,876
President and Chief		2008		321,607		—		—		1,866		172,436		73,883		81,920		651,712
Executive Officer of the		2007		306,292		—		—		1,862		165,620		64,787		80,571		619,142
Company and Chief Executive Officer of the Bank

Lisa Pominski, Chief		2009		105,584		—		—		453		16,666		4,078		11,107		137,887
Financial Officer of the		2008		99,607		—		—		466		16,130		3,626		11,349		131,178
Company and the Bank		2007		95,990		—		—		570		15,530		1,100		10,487		123,687

H. Elmer Richerson,		2009		262,650		—		—		928		135,090		67,301		80,928		546,897
President of the Bank and		2008		248,957		—		—		1,244		132,201		60,297		79,079		521,778
Executive Vice President		2007		237,102		—		—		1,242		129,975		43,500		77,716		489,535
of the Company

Gary Whitaker, Executive		2009		167,020		—		—		3		35,537		18,154		28,440		249,155
Vice President of the Bank		2008		151,836		—		—		323		45,943		16,266		27,483		242,151
		2007		147,106		—		—		621		32,514		11,756		24,176		216,173

John C. McDearman III,		2009		147,488		—		—		363		27,195		3,815		24,997		203,858
Senior Vice President —		2008		129,226		—		—		467		32,171		3,391		18,771		184,026
Central Division of the		2007		124,338		—		—		480		25,514		1,622		17,200		169,144
Bank


(1)		The Company did not award any stock options or restricted shares to the Named Executive Officers in 2009, 2008 or 2007. The amounts in the column captioned “Option Awards” reflect the aggregate grant date fair value for the awards as of the date of grant in accordance with FASB ASC Topic 718. For a description of the assumptions used by the Company in valuing these awards for the fiscal years ended December 31, 2007, 2008 and 2009 please see “Note 20 — Stock Option Plan” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

(2)		In fiscal 2009, there were a total of 1,836 options that were cancelled, none of which were held by any of the Named Executive Officers. In fiscal 2008, there were a total of 2,523 options that were cancelled, none of which were held by any of the named executive officers. In fiscal 2007, there were a total of 3,068 options that were cancelled, none of which were held by any of the named executive officers.


(3)		Represents the change in the actuarial present value of the accumulated benefit of the Executive Salary Contribution Agreements.

(4)		Represents for fiscal year 2007 (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $21,600 for Mr. Clemons; $10,090 for Ms. Pominski; $21,600 for Mr. Richerson; $16,730 for Mr. Whitaker; and $14,220 for Mr. McDearman; (ii) Board of Director’s fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) auto and in the case of Mr. Clemons and Mr. Richerson fuel allowance in the amount of $5,356 for Mr. Clemons; $4,559 for Mr. Richerson, $6,000 for Mr. Whitaker and $2,550 for Mr. McDearman, and (iv) the value of premiums paid in the amounts of $5,615, $397, $3,557, $1,446 and $430 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company’s bank owned life insurance plan.

(5)		Represents for fiscal year 2008 (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $22,080 for Mr. Clemons; $10,923 for Ms. Pominski; $22,080 for Mr. Richerson; $18,700 for Mr. Whitaker; and $14,730 for Mr. McDearman; (ii) Board of Director fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) auto and in the case of Mr. Clemons and Mr. Richerson fuel allowance in the amount of $5,480 for Mr. Clemons; $4,960 for Mr. Richerson, $7,200 for Mr. Whitaker and $3,600 for Mr. McDearman, and (iv) the value of premiums paid in the amounts of $6,360, $426, $4,039, $1,583 and $441 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company’s bank owned life insurance plan.

(6)		Represents for fiscal year 2009 (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $23,520 for Mr. Clemons; $10,643 for Ms. Pominski; $23,520 for Mr. Richerson; $19,077 for Mr. Whitaker; and $16,770 for Mr. McDearman; (ii) Board of Director fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) auto and in the case of Mr. Clemons and Mr. Richerson fuel allowance in the amount of $5,546 for Mr. Clemons; $4,969 for Mr. Richerson, $7,800 for Mr. Whitaker and $7,800 for Mr. McDearman, and (iv) the value of premiums paid in the amounts of $6,940, $464, $4,439, $1,563 and $427 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker and Mr. McDearman, respectively, in relation to the Company’s bank owned life insurance plan.

Grants of Plan-Based Awards

The Company granted no options and awarded no shares of restricted stock to its Named Executive Officers in 2009.

Outstanding Equity Awards At 2009 Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2009.

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Incentive

Awards:

Equity

Plan

Market or

Incentive

Awards:

Payout

Plan

Number of

Value of

Number

Awards:

Market

Unearned

Number of

Value of

Shares,

Securities

Shares or

Units or

Underlying

Units of

Other

Unexercised

Option

Stock That

Rights That

Options

Unearned

Exercise

Option

Have Not

(#)

Options

Price⁽²⁾

Expiration

Vested

Name

Exercisable⁽¹⁾⁽²⁾

Unexercisable⁽²⁾

(#)

($)

Date

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Lisa Pominski

—

12.00

01/24/2010

—

John C. McDearman III

466

201

—

16.88

01/02/2013

—


(1)		The options vest in 10% increments on each anniversary of the ten year term.

(2)		Exercises prices and number of shares have been adjusted for the 4 for 3 stock split paid by the Company on May 31, 2007.

Option Exercises and Stock Vested for Fiscal 2009

The following table provides information related to options exercised for each of the Named Executive Officers during the 2009 fiscal year. The Company has not issued restricted stock, stock appreciation rights or warrants to its executive officers.


	Option Awards				Stock Awards
	Number of				Number of
	Shares		Value		Shares
	Acquired		Realized		Acquired		Value Realized
	on Exercise		on Exercise		on Vesting		on Vesting
Name	(#)		($)		(#)		($)
(a)	(b)		(c)		(d)		(e)
J. Randall Clemons		1,067	$	27,518		—		—
Lisa Pominski		601	$	15,297		—		—
H. Elmer Richerson		711	$	18,337		—		—
Gary Whitaker		700	$	17,334		—		—
John C. McDearman III		2,667	$	68,782		—		—

Pension Benefits for Fiscal 2009

The following table reflects information related to the Company’s Executive Salary Continuation Agreements with each of the Names Executive Officers:

Number of

Present Value

Years Credited

of Accumulated

Payments During

Service

Benefit⁽¹⁾

Last Fiscal Year

Name

Plan Name

(#)

($)

(a)

(b)

(c)

(d)

(e)

J. Randall Clemons⁽²⁾