Bob F. Thompson, Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: At the effective time of the merger of DeKalb Community Bank with and into a direct wholly owned subsidiary of the Registrant, which shall occur as soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all conditions to closing of such merger.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

(1)	Based on the maximum number of shares of Wilson Bank Holding Company common stock expected to be issued in connection with the merger of DeKalb Community Bank with and into Wilson Bank and Trust.
(2)	Pursuant to Rule 457(f), the registration fee has been computed based on the book value of DeKalb Community Bank’s common stock as of September 30, 2004, the latest practicable date prior to the filing of this registration statement.
(3)	Calculated by multiplying 0.0001177 by the proposed maximum aggregate offering price.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

Subject to completion dated January 10, 2005

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear DeKalb Community Bank Shareholders:

     You are cordially invited to attend a special meeting in lieu of an annual meeting of shareholders of DeKalb Community Bank, which will be held on ___, 2005, beginning at ___local time at ___.

     The boards of directors of Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank have adopted and approved an Agreement and Plan of Merger among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank, pursuant to which DeKalb Community Bank will merge with and into Wilson Bank and Trust. At the special meeting, DeKalb Community Bank’s shareholders will be asked to adopt the merger agreement.

     If we complete the merger, each share of DeKalb Community Bank common stock will be exchanged for the merger consideration consisting of a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by Professional Bank Services, Inc., or PBS, a financial services advisory firm engaged by DeKalb Community Bank, and as the book value of Wilson Bank Holding Company’s common stock shall be adjusted to account for its regular dividend expected to be paid to its shareholders on January 31, 2005.

     The merger cannot be completed unless DeKalb Community Bank’s shareholders approve and adopt the merger agreement and the parties receive all required regulatory approvals, among other customary conditions. Approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of DeKalb Community Bank common stock entitled to vote at the special meeting at which a quorum is present.

     Only shareholders who hold shares of DeKalb Community Bank at the close of business of ___, 2005 will be entitled to vote at the special meeting.

     Based on our reasons described herein, including the fairness opinion expected to be issued by our financial advisor, PBS, which will be attached to the final proxy statement/prospectus as Appendix C, your board of directors believes that the merger agreement is in the best interests of DeKalb Community Bank shareholders. Accordingly, your board of directors recommends that you vote “For” approval and adoption of the merger agreement.

     Further information concerning the merger is contained in the accompanying notice of special meeting and the proxy statement/prospectus. The proxy statement/prospectus contains a detailed description of the merger agreement, its terms and conditions, and the transactions contemplated thereby. Please review these materials carefully and consider thoughtfully the information set forth therein.

      The merger involves certain investment considerations which you should evaluate carefully before voting for the merger. See “Risk Factors” on page 14 of the enclosed proxy statement/prospectus.

     Under Chapter 23 of the Tennessee Business Corporation Act, holders of DeKalb Community Bank common stock who comply with Chapter 23 of the Tennessee Business Corporation Act will have the right to dissent from the merger and to obtain payment, in cash, of the fair value of their shares. A copy of Chapter 23 of the Tennessee Business Corporation Act is attached as Appendix B to the accompanying proxy statement/prospectus. Please see the section entitled “The Merger-Dissenters’ Rights” in the enclosed proxy statement/prospectus for a discussion of the procedures to be followed in asserting these dissenters’ rights.

      It is very important that your shares be voted at the special meeting, regardless of whether you plan to attend in person. To ensure that your shares are represented on this very important matter, please take the time to vote by completing and mailing the enclosed proxy card. If you decide to attend our special meeting and wish to change your proxy vote, you may do so by voting in person at the meeting.

      The date of this proxy statement/prospectus is ___, 2005. This proxy statement/prospectus is first being mailed to DeKalb Community Bank shareholders on or about ___, 2005.

576 West Broad Street
SMITHVILLE, TENNESSEE 37166

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON                     , 2005

To DeKalb Community Bank Shareholders:

     Notice is hereby given that a special meeting in lieu of an annual meeting of shareholders of DeKalb Community Bank will be held at ___on ___, for the following purposes:

1.

To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank, a copy of which is attached as Appendix A to the attached proxy statement/prospectus, pursuant to which, among other things, DeKalb Community Bank will merge with and into Wilson Bank and Trust; and

2.	To transact such other business as may properly come before the special meeting.

     We have fixed the close of business on ___, 2005 as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting. Only holders of DeKalb Community Bank common stock of record at the close of business on that date will be entitled to notice of and to vote at the special meeting. As of the record date, Wilson Bank Holding Company and its directors and officers owned ___of the ___shares of DeKalb Community Bank common stock issued and outstanding.

     A form of proxy and a proxy statement/prospectus containing more detailed information with respect to the matter to be considered at the special meeting accompanies this notice. A copy of the merger agreement is attached as Appendix A to the proxy statement/prospectus.

     Dissenting shareholders who comply with the provisions of Chapter 23 of the Tennessee Business Corporation Act, are entitled to dissent from the merger and receive payment of the fair value of their shares of DeKalb Community Bank common stock if the merger is consummated. A copy of Chapter 23 of the Tennessee Business Corporation Act is attached as Appendix B to the proxy statement/prospectus. Please see the section entitled “The Merger - Dissenters’ Rights” in the proxy statement/prospectus for a summary of the procedures to be followed in asserting these dissenters’ rights. A dissenting shareholder will be entitled to payment only if written notice of intent to demand payment is delivered to DeKalb Community Bank before the vote is taken and the shareholder does not vote in favor of the merger agreement.

     The affirmative vote of the holders of a majority of the shares of DeKalb Community Bank common stock issued and outstanding and entitled to vote at the special meeting is necessary to approve and adopt the merger agreement.

      Your board of directors has determined that the merger agreement is in the best interests of DeKalb Community Bank’s shareholders and recommends that shareholders vote “For” approval and adoption of the merger.

Smithville, Tennessee

________, 2005

IMPORTANT: Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, please sign, date and promptly return the accompanying proxy card using the enclosed postage-prepaid envelope. If you are a record shareholder and for any reason you should desire to revoke your proxy, you may do so at any time before it is voted at the special meeting.

Proxy Statement of DeKalb Community Bank
Prospectus of Wilson Bank Holding Company

     This proxy statement/prospectus is being furnished to shareholders of DeKalb Community Bank, a state chartered bank incorporated under the laws of the State of Tennessee, in connection with the solicitation of proxies by the board of directors of DeKalb Community Bank for use at the special meeting of shareholders of DeKalb Community Bank to be held at ___, local time, on ___, 2005 at ___. At the special meeting, holders of DeKalb Community Bank common stock, no par value per share, are being asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November 16, 2004, referred to as the merger agreement, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank, providing for, among other things, the merger of DeKalb Community Bank with and into Wilson Bank and Trust with Wilson Bank and Trust continuing as the surviving entity of the merger. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus and made a part of this proxy statement/prospectus.

     Wilson Bank Holding Company’s common stock is not listed on any national securities exchange or on the Nasdaq Stock Market.

     At the effective time of the merger, DeKalb Community Bank will merge with and into Wilson Bank and Trust. Each outstanding share of DeKalb Community Bank common stock, other than shares owned by Wilson Bank Holding Company and shareholders who properly perfect their dissenters’ rights, will be converted into the right to receive a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by Professional Bank Services, Inc., or PBS, and as the book value of Wilson Bank Holding Company’s common stock shall be adjusted to account for its regular dividend expected to be paid to its shareholders on January 31, 2005. For additional information regarding the terms of the merger, see the merger agreement attached as Appendix A to this proxy statement/prospectus and the discussion under “The Merger” beginning on page 20 and “The Merger Agreement” beginning on page 31. Completion of the merger is conditioned upon, among other things, adoption of the merger agreement by the DeKalb Community Bank shareholders and receipt of certain required regulatory approvals.

      DeKalb Community Bank shareholders are strongly urged to read and consider carefully this proxy statement/prospectus in its entirety, particularly the matters referred to under “Risk Factors” beginning on page 14.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Wilson Bank Holding Company common stock to be issued in the merger, or determined if the proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      The Wilson Bank Holding Company common stock offered hereby has not been approved or disapproved by the Federal Deposit Insurance Corporation, the Tennessee Department of Financial Institutions or the Board of Governors of the Federal Reserve System nor has the Federal Deposit Insurance Corporation, the Tennessee Department of Financial Institutions or the Board of Governors of the Federal Reserve System passed on the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is unlawful.

     The date of this proxy statement/prospectus is ___, 2005. This proxy statement/prospectus is first being mailed to the shareholders of DeKalb Community Bank on or about ___, 2005.

TABLE OF CONTENTS

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     This proxy statement/prospectus incorporates important business and financial information about Wilson Bank Holding Company from other documents filed with the Securities and Exchange Commission that are not included in this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from Wilson Bank Holding Company at the following address:

      If you would like to request any of the documents referred to above, please do so by ___, 2005 in order to receive them before the special meeting. See “Where You Can Find More Information” beginning on page 48 for more information.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q. What am I being asked to vote on?

A.

DeKalb Community Bank shareholders are being asked to vote on an Agreement and Plan of Merger dated as of November 16, 2004 by and among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank, providing for, among other things, the merger of DeKalb Community Bank with and into Wilson Bank and Trust with Wilson Bank and Trust continuing as the surviving entity of the merger. As a result of the merger, each outstanding share of DeKalb Community Bank common stock, other than shares owned by Wilson Bank Holding Company and shareholders who properly perfect their dissenters’ rights of appraisal) will be converted into the right to receive a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by PBS and as the book value of Wilson Bank Holding Company’s common stock shall be adjusted to account for Wilson Bank Holding Company’s regular dividend expected to be paid to its shareholders on January 31, 2005. You may also be asked to consider other matters as may properly come before the special meeting. DeKalb Community Bank does not know of any other matters other than the approval of the merger that will be presented for consideration at its special meeting.

Q.	Why is Wilson Bank Holding Company choosing to combine Wilson Bank and Trust with DeKalb Community Bank?

A.

Wilson Bank Holding Company owns 100% of the issued and outstanding shares of the common stock of Wilson Bank and Trust along with 50% of the issued and outstanding shares of common stock of DeKalb Community Bank and the Community Bank of Smith County, two banks organized by Wilson Bank Holding Company in 1996 to serve DeKalb and Smith County Tennessee. Following the formation of DeKalb Community Bank, DeKalb Community Bank issued additional shares of its common stock to residents of DeKalb County to reduce Wilson Bank Holding Company’s initial ownership interest to 50% of the outstanding shares. DeKalb Community Bank’s board of directors includes four of Wilson Bank Holding Company’s directors and eight other directors. Randall Clemmons, Wilson Bank Holding Company’s Chief Executive Officer, serves as the Chief Executive Officer of DeKalb Community Bank but the Chairman, President, Vice President and other officers of DeKalb Community Bank are officers only of DeKalb Community Bank.

Since July 2002, Wilson Bank Holding Company and its three bank subsidiaries have incurred significantly higher internal control, auditing and accounting costs related to their compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the related rules and regulations imposed by the Securities and Exchange Commission as a result of that act. These costs, which have increased substantially during 2004 as a result of the requirement that Wilson Bank Holding Company document, and have its independent public accountants attest to, the effectiveness of its internal controls over financial reporting, are increased over bank holding companies of similar size, by the fact that Wilson Bank Holding Company maintains three separate bank subsidiaries. Prompted by these elevating costs, management of Wilson Bank Holding Company began consideration of combining Wilson Bank and Trust, DeKalb Community Bank and Community Bank of Smith County. The boards of directors of Wilson Bank Holding Company, Wilson Bank and Trust, DeKalb Community Bank and Community Bank of Smith County thereafter agreed that it was in the best interests of each of the company’s respective shareholders to merge DeKalb Community Bank and Community Bank of Smith County with and into Wilson Bank and Trust. The boards of directors believe that combining these entities will result in cost savings to the combined companies related to both Sarbanes-Oxley compliance and the centralization of certain back office functions.

Q.	What do I need to do now?

A.

First, carefully read this proxy statement/prospectus in its entirety. Then, vote your shares of DeKalb Community Bank common stock by marking, signing, dating and returning your proxy card in the enclosed prepaid envelope. You may also attend the special meeting and submit a properly executed proxy or ballot, although we ask that you cast your vote now, even if you intend to attend the special meeting. If a broker holds your shares in “street name,” you are not the record owner and you will need to ask your broker how you can vote at the special meeting.

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Q.	Why is my vote important?

A.

A majority of the outstanding shares of DeKalb Community Bank common stock must be represented in person or by proxy at the special meeting for there to be a quorum. If you do not vote using one of the methods described above, it will be more difficult for DeKalb Community Bank to obtain the necessary quorum to hold its special meeting. In addition, the affirmative vote of the holders of a majority of the shares of DeKalb Community Bank common stock outstanding and entitled to vote at the special meeting is necessary to approve and adopt the merger agreement. Therefore, abstentions or failures to vote have the same effect as a vote “against” the merger agreement.

Q.	If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?

A.	No. If you do not provide your broker with instructions on how to vote your shares that are held in street name, your broker will not be permitted to vote them. Therefore, you should be sure to provide your broker with instructions on how to vote these shares.

Q.	Can I change my vote?

A.	Yes. If you have not voted through your broker, there are several ways you can change your vote after you have submitted a proxy.

	•	First, you may send a written notice stating that you would like to revoke your proxy to DeKalb Community Bank’s Corporate Secretary, Byrna Ashford, at 576 West Broad Street, Smithville, Tennessee 37166 before the special meeting;
	•	Second, you may complete and submit a new proxy card. Any earlier proxy will be revoked automatically; or
	•	Third, you may attend the meeting and vote in person. Any earlier proxy will be revoked. However, simply attending the meeting without voting will not revoke your earlier proxy.

If you have instructed a broker to vote your shares, you must follow directions you receive from your broker to change your vote.

Q:	What are the principal risks relating to the merger?

A.

The anticipated benefits of combining the three bank subsidiaries, including the expected compliance cost savings, may not be realized. The merger is subject to certain conditions, including receipt of certain governmental approvals which, if delayed or not satisfied, may jeopardize or postpone the merger, result in additional expense or reduce the anticipated benefits of the transaction. These and other risks are discussed under the caption “Risk Factors” beginning on page 14 of this proxy statement/prospectus.

Q.	As a DeKalb Community Bank shareholder, what are the U.S. federal income tax consequences to me?

A.

We expect that for U.S. federal income tax purposes, your exchange of shares of DeKalb Community Bank common stock for shares of Wilson Bank Holding Company common stock by virtue of the merger generally will not cause you to recognize any gain or loss. You will, however, have to recognize gain in connection with any cash received instead of fractional shares. The holding period for the Wilson Bank Holding Company common stock received in the merger generally will include the holding period for the DeKalb Community Bank common stock exchanged in the merger. That period determines how any gain or loss should be treated for United States federal income tax purposes upon future sales of Wilson Bank Holding Company common stock

We provide a more detailed review of the material U.S. federal income tax consequences of the merger at page 28 of this proxy statement/prospectus.

Q.	Should I send in my stock certificates now?

A.	No. You should not send in your stock certificates at this time. Instructions for surrendering your DeKalb Community Bank stock certificate, in exchange for the merger consideration, will be sent to you after we complete the merger.

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Q.	When do you expect the merger to be completed?

A.

We currently expect to complete the merger as promptly as practicable following the special meeting, assuming all the conditions to completion of the merger, including obtaining the approval of DeKalb Community Bank shareholders at the special meeting and receiving regulatory approvals, have been satisfied. Fulfilling some of these conditions, such as receiving certain regulatory approvals, is not entirely within our control. If all the conditions to completion of the merger have not been satisfied at that time, we expect to complete the merger as quickly as practicable once the conditions are satisfied.

Q.	As a DeKalb Community Bank shareholder, do I have to accept Wilson Bank Holding Company common stock in exchange for my shares of DeKalb Community Bank common stock if the merger is approved?

A.

No. If you are a DeKalb Community Bank shareholder and you follow the procedures prescribed by Tennessee law, you may dissent from the merger and have the fair value of your stock appraised by a court and paid in cash. If you follow those procedures, you won’t receive Wilson Bank Holding Company common stock. The fair value of your DeKalb Community Bank common stock, determined in the manner prescribed by Tennessee law, will be paid to you in cash. That amount could be more or less than the market value of Wilson Bank Holding Company common stock as of the closing date of the merger. For a more complete description of these dissenters’ rights, see pages 29 and 35 of this document.

Q.	Whom do I call if I have questions about the special meeting or the merger?

A.

You should direct any questions regarding the special meeting of shareholders or the merger to Randall Clemons, the Chief Executive Officer of Wilson Bank Holding Company and DeKalb Community Bank at 623 West Main Street, Lebanon, Tennessee 37087, (615) 444-2265 or to Gentry Barnes, the President of DeKalb Community Bank, at 576 West Broad Street, Smithville, Tennessee, 37166, (615) 597-4663.

Q.	Where can I find additional information about the merger?

A.	This document, the appendices and the documents incorporated by reference in this document contain additional information about the merger. Also, see “Where You Can Find More Information” on page 48 of this proxy statement/prospectus.

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RISK FACTORS

      Before you vote for adoption of the merger agreement, you should carefully consider the risks described below in addition to the other information contained in this proxy statement/prospectus, including the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 17. By voting for adoption of the merger agreement, you will be choosing to invest in Wilson Bank Holding Company common stock. The risks and uncertainties described below are not the only ones facing Wilson Bank Holding Company. If any of the following risks actually occur, Wilson Bank Holding Company’s business, financial condition or results of operations could be materially adversely affected, the value of Wilson Bank Holding Company common stock could decline and you may lose all or part of your investment.

Risks Associated with the Merger

      Because Wilson Bank Holding Company and certain of its board members and executive officers own in excess of 50% of the outstanding common stock of DeKalb Community Bank there are certain conflicts of interest related to the merger.

     Wilson Bank Holding Company owns 50% of the issued and outstanding shares of DeKalb Community Bank common stock. Additionally, the executive officers and directors of Wilson Bank Holding Company, including those persons who are also directors of DeKalb Community Bank, own ___% of the outstanding shares of DeKalb Community Bank. Under Tennessee law and DeKalb Community Bank’s organizational documents, the merger must be approved by the holders of a majority of the outstanding shares of DeKalb Community Bank common stock entitled to vote at the meeting. Because of the ownership of Wilson Bank Holding Company and its officers and directors (all of whom are anticipated to vote in favor of the merger), approval of the merger by the required shareholder vote is highly likely. Furthermore, Wilson Bank Holding Company proposed the merger and its principal terms to the board of directors of DeKalb Community Bank, and was not willing to condition the merger on the approval of the shareholders of DeKalb Community Bank who were not affiliated with Wilson Bank Holding Company. The board of directors of DeKalb Community Bank was aware of these facts when it approved the merger and the board members recommended that the DeKalb Community Bank shareholders vote in favor of the merger. Messrs. Jack Bell, Randall Clemons, John Trice and Bob Van Hooser, all of whom are directors of Wilson Bank Holding Company, abstained from voting on the merger. As described below in the sections entitled “The Merger – Opinion of DeKalb Community Bank’s Financial Advisor” and “The Merger Agreement – Conditions to the Merger,” the board of directors of DeKalb Community Bank must receive the opinion of its financial advisor prior to the mailing of this proxy statement/prospectus to the effect that the merger consideration to be received by the shareholders of DeKalb Community Bank is fair from a financial point of view.

      The anticipated benefits of consolidating DeKalb Community Bank and Wilson Bank and Trust may not be realized.

     Wilson Bank Holding Company and DeKalb Community Bank have entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things,that the expenses for the combined bank will be significantly less than those experienced by the separate stand alone operations, particularly with respect to expenses associated with Wilson Bank Holding Company’s accounting, auditing and internal control function and its Sarbanes-Oxley compliance efforts. The parties also anticipate that the combined structure will result in additional savings and operating efficiencies with the centralization of certain back office activities. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including the ability to integrate the operations of DeKalb Community Bank in an efficient and effective manner. Failure to achieve these expense savings and operating efficiencies could result in unanticipated additional cost to Wilson Bank Holding Company.

      If the conditions to the merger are not met, the merger may not occur.

     Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. For a more complete discussion of the conditions to the merger, please see “The Merger Agreement—Conditions to the Merger” beginning on page 33. If the conditions are not satisfied or waived, the merger will not occur or will be delayed, and each of Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank may lose some or all of the intended benefits of the merger. The following conditions must be satisfied or waived, if permissible, before Wilson Bank Holding Company and DeKalb Community Bank are obligated to complete the merger:

	•	DeKalb Community Bank’s shareholders must approve the merger;
	•	All required regulatory approvals must be received, and any regulatory waiting periods must have expired;
	•	No governmental order blocking completion of the merger shall have been received, or shall a proceeding by a government body trying to block the merger have been initiated;

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	•	All regulatory and material non-regulatory consents that are required to complete the merger shall have been received;
	•	DeKalb Community Bank’s board of directors shall have received the written opinion of PBS to the effect that the merger consideration to be received by the DeKalb Community Bank shareholders is fair to the holders of DeKalb Community Bank common stock from a financial point of view;
	•	No litigation which, if adversely determined might, in the reasonable opinion of Wilson Bank Holding Company, have a material adverse effect on DeKalb Community Bank shall have been commenced; and
	•	PBS shall have performed its review of the book values of Wilson Bank Holding Company’s and DeKalb Community Bank’s Common Stock prior to the mailing of this proxy statement/prospectus and made its determination as to the adequacy and calculation methodologies of the Wilson Bank Holding Company’s and DeKalb Community Bank’s loan loss reserves and allowance for doubtful accounts, among other items, by such date and as a result thereof recommended any adjustments to the book value of DeKalb Community Bank’s or Wilson Bank Holding Company’s common stock, with all such recommended adjustments being acceptable to the board of directors of DeKalb Community Bank.

Risks Related to Wilson Bank Holding Company’s Business

      Wilson Bank Holding Company is geographically concentrated in Wilson County, Tennessee and its surrounding counties and changes in local economic conditions impact its profitability.

     Wilson Bank Holding Company operates primarily in Wilson, DeKalb and Smith counties and the surrounding counties and substantially all of its loan customers and most of its deposit and other customers live or have operations in this same geographic area. Accordingly, Wilson Bank Holding Company’s success significantly depends upon the growth in population, income levels, and deposits in these areas, along with the continued attraction of business ventures to the area, and its profitability is impacted by the changes in general economic conditions in this market. In addition, and like DeKalb Community Bank, unfavorable local or national economic conditions could reduce Wilson Bank Holding Company’s growth rate, affect the ability of its customers to repay their loans and generally affect its financial condition and results of operations. Wilson Bank Holding Company is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies.

      Wilson Bank Holding Company’s key management personnel may leave at any time.

     Wilson Bank Holding Company’s future success depends to a significant extent on the continued service of its key management personnel, especially Randall Clemons, its president and chief executive officer and Elmer Richerson, the president of Wilson Bank and Trust. While Wilson Bank Holding Company does not have employment agreements with any of its personnel and can provide no assurance that it will be able to retain any of its key officers and employees or attract and retain qualified personnel in the future, it has entered into non-competition agreements with such persons which would prevent them in most circumstances, from competing with Wilson Bank and Trust for one year following their termination. In addition, these persons are parties to certain deferred compensation and equity incentive plans, the benefits of which would cease to accrue upon the termination of the person’s employment with Wilson Bank Holding Company or Wilson Bank and Trust.

      Wilson Bank Holding Company, as well as Wilson Bank and Trust, operate in a highly regulated environment and are supervised and examined by various federal and state regulatory agencies who may adversely affect Wilson Bank Holding Company’s ability to conduct business.

     The Tennessee Department of Financial Institutions and the Board of Governors of the Federal Reserve supervise and examine Wilson Bank and Trust and Wilson Bank Holding Company, respectively. Because Wilson Bank and Trust’s deposits are federally insured up to $100,000, the FDIC also regulates its activities. These and other regulatory agencies impose certain regulations and restrictions on Wilson Bank and Trust, including:

	•	explicit standards as to capital and financial condition;
	•	limitations on the permissible types, amounts and extensions of credit and investments;
	•	restrictions on permissible non-banking activities; and
	•	restrictions on dividend payments.

15

     Federal and state regulatory agencies have extensive discretion and power to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies. As a result, Wilson Bank Holding Company must expend significant time and expense to assure that it is in compliance with regulatory requirements and agency practices.

     Wilson Bank Holding Company, as well as Wilson Bank and Trust, also undergoes periodic examinations by one or more regulatory agencies. Following such examinations, Wilson Bank Holding Company or Wilson Bank and Trust may be required, among other things, to make additional provisions to its allowance for loan loss or to restrict its operations. These actions would result from the regulators’ judgments based on information available to them at the time of their examination. Wilson Bank and Trust’s operations are also governed by a wide variety of state and federal consumer protection laws and regulations. These federal and state regulatory restrictions limit the manner in which Wilson Bank Holding Company and Wilson Bank and Trust may conduct business and obtain financing. These laws and regulations can and do change significantly from time to time, and any such change could adversely affect Wilson Bank Holding Company’s results of operations.

      Wilson Bank Holding Company’s common stock is thinly traded, and recent prices may not reflect the prices at which the stock would trade in an active trading market.

     Wilson Bank Holding Company’s common stock, like that of DeKalb Community Bank, is not traded through an organized exchange, but rather is traded in individually-arranged transactions between buyers and sellers. Therefore, recent prices, including those reflected in this proxy statement/prospectus may not necessarily reflect the actual value of Wilson Bank Holding Company’s common stock. Your ability to sell the shares of common stock you acquire as a result of the merger in a timely manner and at a price similar to those prices set out in this document may be substantially limited by the lack of a trading market for the common stock.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This proxy statement/prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this proxy statement/prospectus referring to Wilson Bank Holding Company, including the Appendices attached to this proxy statement/prospectus and made part of this proxy statement/prospectus, and may include statements regarding the period following completion of the merger. These statements are intended to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

     These forward-looking statements are based on current projections about operations, industry, financial condition and liquidity. Words such as “may,” “will,” “should,” “plan,” “predict,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, the merger or Wilson Bank Holding Company’s businesses, identify forward-looking statements. You should note that the discussion of Wilson Bank Holding Company’s reasons for the merger and the description of the opinion of DeKalb Community Bank’s financial advisor contain many forward-looking statements that describe beliefs, assumptions and estimates of the management of each of DeKalb Community Bank and Wilson Bank Holding Company and public sources as of the indicated dates and those forward-looking expectations may have changed as of the date of this proxy statement/prospectus. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to the following matters:

	•	increased competition with other financial institutions;
	•	lack of sustained growth in the economy in Wilson Bank Holding Company’s market area;
	•	rapid fluctuations in interest rates;
	•	significant downturns in the businesses of one or more large customers;
	•	changes in the legislative and regulatory environment;
	•	inadequate allowance for loan losses; and
	•	loss of key personnel

     The above list is not intended to be exhaustive and there may be other factors that would preclude us from realizing the predictions made in the forward-looking statements. Because such forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. DeKalb Community Bank shareholders are cautioned not to place undue reliance on such statements.

     All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Wilson Bank Holding Company or DeKalb Community Bank or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, neither Wilson Bank Holding Company nor DeKalb Community Bank undertakes any obligation to release publicly any revisions or updates to such forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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THE SPECIAL MEETING

General; Dates, Times and Places

     DeKalb Community Bank and Wilson Bank Holding Company have mailed this proxy statement/prospectus to you, on or about ___, 2005, and included with it the notice of special meeting of DeKalb Community Bank shareholders. DeKalb Community Bank also has included a form of proxy that DeKalb Community Bank’s board of directors is soliciting for use at the DeKalb Community Bank special meeting to be held on ___, 2005 at ___, local time, at ___. This proxy statement/prospectus is also furnished to you as a prospectus in connection with Wilson Bank Holding Company’s issuance of shares of Wilson Bank Holding Company common stock pursuant to the merger agreement.

Purpose of the DeKalb Community Bank Meeting

     At the DeKalb Community Bank special meeting, DeKalb Community Bank will ask you to consider and vote on the following proposals:

	•	To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank, a copy of which is attached as Appendix A to this proxy statement/prospectus, pursuant to which, among other things, DeKalb Community Bank will merge with and into Wilson Bank and Trust; and
	•	To transact such other business as may properly come before the special meeting.

Revocation of Proxies

     You have the unconditional right to revoke your proxy at any time before it is voted by any of the following actions:

	•	notifying the DeKalb Community Bank corporate secretary in writing of your intent to revoke your proxy;
	•	executing a later proxy; or
	•	personally attending the special meeting and casting a vote contrary to your proxy.

     To be effective, we must receive notice of your revocation at or before the special meeting.

Record Date

     The DeKalb Community Bank board of directors has fixed the close of business on ___, 2005, as the record date for the determination of the holders of DeKalb Community Bank common stock entitled to receive notice of and to vote at the special meeting. Only holders of record of shares of DeKalb Community Bank common stock on the record date will be entitled to notice of and to vote at the special meeting.

Vote Required

     As of the record date there were ___shares of DeKalb Community Bank common stock outstanding, each of which is entitled to one vote on the merger agreement and the merger, and each other matter properly submitted at the special meeting. Approval and adoption of the merger agreement by the DeKalb Community Bank shareholders requires the affirmative vote of a majority of the votes entitled to be cast by the holders of record of the DeKalb Community Bank common stock. Under DeKalb Community Bank’s bylaws, the presence, in person, or by proxy, of the holders of a majority of the shares of DeKalb Community Bank common stock outstanding and entitled to vote is necessary to constitute a quorum at the special meeting. The DeKalb Community Bank board recommends that the DeKalb Community Bank shareholders vote FOR approval and adoption of the merger and the merger agreement.

     To DeKalb Community Bank’s knowledge, Wilson Bank Holding Company is the only DeKalb Community Bank shareholder that owned greater than 5% of the outstanding DeKalb Community Bank common stock as of December 31, 2004.

     Based on the ___shares of DeKalb Community Bank common stock outstanding on ___, 2005, a total of ___shares must be voted in favor of the proposal for the merger agreement and merger to be approved by the DeKalb Community Bank shareholders. As of ___, 2005, the directors and executive officers of DeKalb Community Bank, and their affiliates, as a group, beneficially owned ___of the outstanding shares of DeKalb Community Bank common stock

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and the directors and executive officers of Wilson Bank Holding Company, and their affiliates, as a group, other than those persons who are also directors of DeKalb Community Bank, beneficially owned ___of the outstanding shares of DeKalb Community Bank common stock. Therefore, as of ___, 2005 the directors and executive officers of DeKalb Community Bank and their affiliates, as a group, combined with the directors and executive officers of Wilson Bank Holding Company and their affiliates, as a group, other than those persons who are also directors of DeKalb Community Bank, beneficially owned ___% of the ___shares required for approval of the merger agreement and merger. As of the record date, Wilson Bank Holding Company owned ___of the ___shares of DeKalb Community Bank common stock outstanding. Because it is expected that Wilson Bank Holding Company and its directors and executive officers owning DeKalb Community Bank common stock will vote in favor of the merger, approval of the merger is highly likely.

Quorum; Broker Abstentions and Broker Non-Votes

     The required quorum for the transaction of business at the special meeting is a majority of the shares of DeKalb Community Bank common stock issued and outstanding on the record date. Abstentions and broker non-votes each will be included in determining the number of shares present and voting at the meeting for the purpose of determining the presence of a quorum. Because adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of DeKalb Community Bank common stock entitled to vote, abstentions and broker non-votes will have the same effect as votes against adoption of the merger agreement. In addition, the failure of a DeKalb Community Bank shareholder to return a proxy will have the effect of a vote against the adoption of the merger agreement.

     The actions proposed in this proxy statement/prospectus are not matters that can be voted on by brokers holding shares for beneficial owners without the owners’ specific instructions. If your shares are held of record by a broker, bank or other nominee and you do not instruct such broker, bank or other nominee, they will not vote your shares. Such failure to vote is referred to as a broker non-vote. Accordingly, if a broker, bank or other nominee holds your shares you are urged to instruct such broker, bank or other nominee on how to vote your shares.

Recommendation of the Board

     The DeKalb Community Bank board of directors has approved and adopted the merger agreement and recommends that DeKalb Community Bank shareholders vote “FOR” the adoption of the merger agreement. Messrs. Jack Bell, Randall Clemons, John Trice and Bob VanHooser, who are also directors of Wilson Bank Holding Company, abstained from voting on the merger.

     The matters to be considered at the special meeting are of great importance to the shareholders of DeKalb Community Bank. Accordingly, you are urged to read and carefully consider the information presented in this proxy statement/prospectus, and to complete, date, sign and promptly return the enclosed proxy in the enclosed postage-paid envelope.

Surrender of Stock Certificates

     Shareholders should not send any stock certificates at this time. A transmittal form with instructions for the surrender of stock certificates for DeKalb Community Bank common stock will be mailed to you promptly after completion of the merger.

Miscellaneous

     The DeKalb Community Bank board is not aware of any matters to be presented for action at the DeKalb Community Bank special meeting other than the matter described in this proxy statement/prospectus. Only business within the purpose or purposes described in the meeting notice may be conducted at the DeKalb Community Bank special meeting. Should any other matter requiring your vote arise, the proxies on the enclosed form give the holders of the proxy discretionary authority to vote your shares in their best judgment in DeKalb Community Bank’s interest.

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THE MERGER

      This section of the proxy statement/prospectus describes material aspects of the merger. While Wilson Bank Holding Company and DeKalb Community Bank believe that the description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to you. You should read this entire proxy statement/prospectus, the attached appendices and the other documents to which this proxy statement/prospectus refers carefully for a more complete understanding of merger.

General Description of the Merger

     At the effective time of the merger, DeKalb Community Bank will merge with and into Wilson Bank and Trust. Upon completion of the merger, the separate corporate existence of DeKalb Community Bank will cease and Wilson Bank and Trust will continue as the surviving entity and a wholly-owned subsidiary of Wilson Bank Holding Company. Wilson Bank and Trust will, however, operate the DeKalb Community Bank branches as DeKalb Community Bank, a Wilson Bank and Trust branch.

     Each share of DeKalb Community Bank common stock outstanding at the effective time of the merger will be converted automatically into the right to receive a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by PBS and as the book value of Wilson Bank Holding Company’s common stock shall be adjusted to account for Wilson Bank Holding Company’s regular dividend expected to be paid to its shareholders on January 31, 2005.

     Wilson Bank Holding Company will not issue fractional shares of Wilson Bank Holding Company common stock. Instead, in lieu of any fractional share that DeKalb Community Bank shareholders would otherwise receive, DeKalb Community Bank shareholders will receive cash equal to their fractional share amount multiplied by the last sale price of Wilson Bank Holding Company’s common stock on the date closest to, but not after, the closing date of the merger.

     Based on the exchange ratio and the number of shares of DeKalb Community Bank common stock and Wilson Bank Holding Company common stock outstanding and assuming that none of the DeKalb Community Bank shareholders exercise their dissenters’ rights, approximately ___shares of Wilson Bank Holding Company common stock will be issued to shareholders of DeKalb Community Bank, other than Wilson Bank Holding Company, pursuant to the merger agreement, representing approximately ___% of the Wilson Bank Holding Company common stock outstanding immediately after the merger.

Background of the Merger

     DeKalb Community Bank was organized in 1996 by Wilson Bank Holding Company. Wilson Bank and Trust, a wholly owned subsidiary of Wilson Bank Holding Company, applied to the Tennessee Department of Financial Institutions to open a branch in Smithville and to simultaneously organize and incorporate that branch as DeKalb Community Bank. Thereafter, DeKalb Community Bank issued additional shares to residents of DeKalb County sufficient to reduce Wilson Bank Holding Company’s initial ownership to 50% of the shares outstanding. DeKalb Community Bank has remained a 50% owned subsidiary of Wilson Bank Holding Company since that time. Wilson Bank Holding Company has included DeKalb Community Bank as a consolidated subsidiary in its consolidated financial statements; however, eight of the twelve members of the DeKalb Community Bank board of directors are independent of any association with Wilson Bank Holding Company. Randall Clemons, Chief Executive Officer of Wilson Bank Holding Company and Wilson Bank and Trust, serves as Chief Executive Officer of DeKalb Community Bank, but the Chairman, President, Vice Presidents and other officers of DeKalb Community Bank are officers only of DeKalb Community Bank.

     As a result of recent changes in U.S. securities laws, primarily the Sarbanes-Oxley Act, Wilson Bank Holding Company incurred significantly higher internal control, accounting and auditing costs because DeKalb Community Bank was a separate corporate entity with substantial minority ownership. As a result of these increased costs, and similar increased costs with respect to the operations of Community Bank of Smith County, its other 50% owned subsidiary, Wilson Bank Holding Company’s management began consideration of combining DeKalb Community Bank and the Community Bank of Smith County with Wilson Bank and Trust.

     At a Wilson Bank Holding Company board meeting held on August 23, the board of directors of Wilson Bank Holding Company engaged in preliminary discussions regarding acquiring the other 50% of the shares of DeKalb Community Bank.

     At a DeKalb Community Bank board of directors meeting held on August 24, 2004, Randall Clemons, the Chief Executive Officer of Wilson Bank Holding Company and a director of DeKalb Community Bank, presented a proposal from Wilson Bank Holding Company to acquire the other 50% of the outstanding shares of DeKalb Community Bank common stock

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not owned by Wilson Bank Holding Company. At that meeting, a special meeting of the DeKalb Community Bank board of directors was scheduled for August 31, 2004, to consider the proposal.

     On August 31, 2004, a meeting of the board of directors of DeKalb Community Bank was held to consider the proposal by Wilson Bank Holding Company to purchase the other 50% of the outstanding shares of common stock of DeKalb Community Bank not owned by Wilson Bank Holding Company. At that meeting, the proposed terms of the merger were discussed, including that the shareholders of DeKalb Community Bank, other than Wilson Bank Holding Company, would receive shares of Wilson Bank Holding Company common stock in an exchange for their shares of DeKalb Community Bank common stock based on the respective book values of each company’s common stock as of December 31, 2004, as determined by an outside financial advisory firm. At that meeting, the DeKalb Community Bank board of directors discussed the concerns of its members as they related to the shareholders and employees of DeKalb Community Bank and all of the directors present at the meeting, other than Messrs. Bell, Clemons, Trice and VanHooser, unanimously approved the transaction.

     At its September 27, 2004 board meeting, a representative of PBS made a presentation to the board of Wilson Bank Holding Company regarding the acquisition of the remaining 50% of the outstanding shares of DeKalb Community Bank common stock. At this meeting, the board of directors further considered the potential acquisition and engaged in general discussion regarding possible valuation levels for the interest.

     On October 19, 2004, the board of directors of DeKalb Community Bank held a meeting to discuss the terms of the draft of the merger agreement and to engage PBS as its financial advisor. At that meeting, representatives of PBS discussed with the DeKalb Community Bank board of directors the procedures to be used by PBS to evaluate the book values of DeKalb Community Bank and Wilson Bank Holding Company in connection with establishing the merger consideration, and the board of directors approved the engagement of PBS as its financial advisor. At this meeting, the members of the board of directors were also given a copy of a draft of the merger agreement to review for discussion at a future meeting of the board of directors.

     During the next two weeks, certain members of the board of directors of DeKalb Community Bank had discussions with Mr. Clemons about concerns they had with the breadth of the representations and warranties being requested of DeKalb Community Bank in the merger agreement along with concerns regarding the manner in which the merger consideration was determined.

     On October 25, 2004, the board of directors of Wilson Bank and Trust met to consider the terms of the merger agreement and the merger. Following a discussion about the terms of the merger, the board approved the merger agreement and the merger.

     On October 25, 2004, the board of directors of Wilson Bank Holding Company reviewed the terms of the merger agreement and, following a discussion on the terms, approved the merger agreement and the merger.

     At the November 2, 2004, meeting of the DeKalb Community Bank board of directors, a revised draft of the merger agreement was presented to the board in response to the concerns expressed by certain members of the board following its October 19, 2004 meeting. The changes to the merger agreement were reviewed by the board and a general discussion followed regarding the manner in which the book values of DeKalb Community Bank and Wilson Bank Holding Company could be adjusted by PBS in determining the merger consideration. Following a discussion of the merger agreement, the board of directors agreed to meet to approve and adopt the merger agreement at its next board meeting.

     On November, 16, 2004, the DeKalb Community Bank board of directors meet to approve and adopt the merger agreement. At this meeting, the board discussed the need to modify the terms of the merger agreement to adjust the merger consideration to reduce the book value of Wilson Bank Holding Company as of December 31, 2004 by the amount of the dividend expected to be paid by Wilson Bank Holding Company to its shareholders in January 2005. The board of directors then voted to approve the merger agreement subject to this change and all of the directors voted in favor of the merger and to approve and adopt the merger agreement and to recommend that the shareholders of DeKalb Community Bank vote “For” approval and adoption of the merger agreement. Messrs. Jack Bell, Randall Clemons, John Trice and Bob VanHooser, each of whom is a director of Wilson Bank Holding Company, abstained from voting.

     On November 16, 2004, Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank executed the merger agreement.

Wilson Bank Holding Company’s Reasons for the Merger

     In approving, adopting and authorizing the merger and the merger agreement, Wilson Bank Holding Company’s board of directors considered a number of factors, including, without limitation, those described in the following paragraphs. The Wilson Bank Holding Company board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative

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weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available to it and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. In reaching its decision, the Wilson Bank Holding Company board consulted with management and with its legal counsel with respect to the merger agreement and the transactions contemplated thereby.

     The Wilson Bank Holding Company board identified the potential benefits of the merger that it believes will contribute to the success of the combined enterprise. These potential benefits include:

	•	cost savings related to Wilson Bank Holding Company’s Sarbanes-Oxley Act compliance efforts, including, particularly those related to that act’s Section 404 internal control requirements and Wilson Bank Holding Company’s accounting and auditing function;
	•	cost savings related to the centralization of certain back office operations and loan review operations for the combined bank;
	•	cost savings related to a reduction in the number of regulatory examinations for Wilson Bank Holding Company’s bank subsidiaries;
	•	similarities between the banking philosophies of Wilson Bank and Trust and DeKalb Community Bank; and
	•	the financial terms of the merger, including the expectation that the merger consideration will not be taxable to the DeKalb Community Bank shareholders.

     The Wilson Bank Holding Company board of directors also considered the structure of the transaction and the terms of the merger agreement, including:

	•	the consideration to be paid to the DeKalb Community Bank shareholders;
	•	the representations and warranties of DeKalb Community Bank;
	•	the covenants of Wilson Bank Holding Company and DeKalb Community Bank;
	•	the conditions required to be satisfied or waived, if permissible, prior to completion of the merger; and
	•	the rights of Wilson Bank Holding Company and DeKalb Community Bank to terminate the merger agreement in certain circumstances.

     The Wilson Bank Holding Company board of directors also considered a number of uncertainties and risks associated with the merger. These negative factors included:

	•	the risk that the potential benefits of the merger might not be realized;
	•	the risk of decline in the Wilson Bank Holding Company common stock price upon announcement of the transaction;
	•	the risk that the merger might not be completed;
	•	the conditions to the merger agreement requiring receipt of certain regulatory approvals; and
	•	various other applicable risks associated with the combined banks and the merger, including those described under the section entitled “Risk Factors” beginning on page 14.

     The Wilson Bank Holding Company board weighed the benefits, advantages and opportunities against the challenges inherent in the combination of the two banks. The board realized that there can be no assurance about the future results of the combined banks and the expected cost savings, including results expected or considered in the factors described above. However, Wilson Bank Holding Company’s board concluded that the potential benefits outweighed the potential risks of consummating the merger.

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     After taking into account these and other factors, the Wilson Bank Holding Company board determined that the merger agreement and the transactions contemplated thereby were in the best interests of Wilson Bank Holding Company and its shareholders, and approved, adopted and authorized the merger agreement and the transactions contemplated thereby, including the merger.

DeKalb Community Bank’s Reasons for the Merger

     In approving, adopting and authorizing the merger and the merger agreement, DeKalb Community Bank’s board of directors considered a number of factors, including, without limitation, those described in the following paragraphs. The DeKalb Community Bank board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available to it and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. In reaching its decision, the DeKalb Community Bank board consulted with management, representatives of Wilson Bank Holding Company and with its legal counsel with respect to the merger agreement and the transactions contemplated thereby.

     The DeKalb Community Bank board identified the potential benefits of the merger that it believes will contribute to the success of the combined enterprise. These potential benefits include:

	•	cost savings and improved internal controls related to the centralization of certain back office operations and loan review operations for the combined bank;
	•	similarities between the banking philosophies of Wilson Bank and Trust and DeKalb Community Bank and DeKalb Community Bank’s historic relationship with Wilson Bank and Trust;
	•	the belief that the merger would lead to improved lending and asset quality controls;
	•	the increased marketability and liquidity of Wilson Bank Holding Company’s common stock compared to DeKalb Community Bank’s common stock;
	•	the financial terms of the merger, including the expectation that the merger consideration will not be taxable to the DeKalb Community Bank shareholders; and
	•	the absence of any apparent regulatory impediments and the corresponding likelihood that the proposed transactions would be consummated.

     The DeKalb Community Bank board of directors also considered the structure of the transaction and the terms of the merger agreement, including:

	•	the consideration to be paid to the DeKalb Community Bank shareholders and the fact that the exchange ratio would be calculated on a book value to book value basis, which the board considered to be fair given the absence of an active trading market in the stock of either company;
	•	the representations and warranties of Wilson Bank Holding Company;
	•	the covenants of DeKalb Community Bank and Wilson Bank Holding Company;
	•	the conditions required to be satisfied or waived, if permissible, prior to completion of the merger; and
	•	the strong likelihood that because of the shares owned by Wilson Bank Holding Company and its officers and directors, the merger would be approved by the required vote of shareholders if it was approved by the DeKalb Community Bank board of directors;
	•	the fact that Wilson Bank Holding Company was instrumental in the organization of DeKalb Community Bank, and was not willing to consider sale of its interest to a third party or a group of shareholders, or the sale of substantially all or all of DeKalb Community Bank to a third party;
	•	the rights of DeKalb Community Bank and Wilson Bank Holding Company to terminate the merger agreement in certain circumstances, including in the event that the board is not satisfied with the proposed adjustments of

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		PBS to the book values of the common stock of each of DeKalb Community Bank and Wilson Bank Holding Company; and
	•	the fact that DeKalb Community Bank would receive an opinion from PBS, a bank financial advisory firm, that the financial terms of the merger were fair to the shareholders of DeKalb.

     The DeKalb Community Bank board of directors also considered a number of uncertainties and risks associated with the merger. These negative factors included:

	•	the ownership position of Wilson Bank Holding Company and its officers and directors in DeKalb Community Bank, and the conflict of interest that created;
	•	the risk that the potential benefits of the merger might not be realized;
	•	the risk of decline in the Wilson Bank Holding Company common stock price following consummation of the merger;
	•	the risk that the merger might not be completed; and
	•	the conditions to the merger agreement requiring receipt of certain regulatory approvals.

     The DeKalb Community Bank board weighed the benefits, advantages and opportunities against these and other risks. The board realized that there can be no assurance about the future results of the combined banks or the future performance of the Wilson Bank Holding Company common stock. However, DeKalb Community Bank’s board concluded that the potential benefits outweighed the potential risks of consummating the merger.

     After taking into account these and other factors, the DeKalb Community Bank board determined that the merger agreement and the transactions contemplated thereby were fair to, and in the best interests of, DeKalb Community Bank and its shareholders, and approved, adopted and authorized the merger agreement and the transactions contemplated thereby, including the merger.

Opinion of DeKalb Community Bank’s Financial Advisor

     PBS was engaged by DeKalb Community Bank to advise DeKalb Community Bank’s board of directors as to the fairness of the consideration, from a financial perspective, to be paid by Wilson Bank Holding Company to DeKalb Community Bank’s shareholders in connection with the merger.

     PBS is a bank consulting firm with offices located throughout the United States. As part of its investment banking business, PBS is regularly engaged in reviewing the fairness of financial institution acquisition transactions from a financial perspective and in the valuation of financial institutions and other businesses and their securities in connection with mergers, acquisitions, estate settlements, and other transactions. Neither PBS nor any of its affiliates has a material financial interest in DeKalb Community Bank or Wilson Bank Holding Company. PBS was selected to advise DeKalb Community Bank’s board of directors because of its familiarity with Tennessee financial institutions and knowledge of the banking industry as a whole.

     A condition to the consummation of the merger is that a fairness opinion of PBS be delivered to DeKalb Community Bank’s board of directors prior to the date of the distribution of this proxy statement/prospectus to the DeKalb Community Bank shareholders. A copy of the fairness opinion, which includes a summary of the assumptions made and information analyzed in deriving the fairness opinion, will be attached as Appendix C to the proxy statement/prospectus mailed to the DeKalb Community Bank shareholders and should be read in its entirety. In addition, the provisions of the fairness opinion will be summarized in the proxy statement/prospectus.

Merger Consideration

     Upon consummation of the merger, each outstanding share of DeKalb Community Bank common stock, other than those owned by Wilson Bank Holding Company and the DeKalb Community Bank shareholders who properly perfect their dissenters’ rights, will be converted into the right to receive a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by PBS and as the book value of Wilson Bank Holding Company’s common stock

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shall be adjusted to account for Wilson Bank Holding Company’s regular dividend expected to be paid to its shareholders on January 31, 2005.

     No fractional shares of Wilson Bank Holding Company common stock will be issued in connection with the merger. Instead DeKalb Community Bank shareholders will receive an amount of cash in lieu of a fraction of a share of Wilson Bank Holding Company common stock equal to their fractional share amount multiplied by the last sale price of Wilson Bank Holding Company common stock on the date closest to, but not after, the closing date for the merger.

Completion and Effectiveness of the Merger

     The merger will be completed as promptly as practicable after all of the conditions to completion of the merger are satisfied or waived, if permissible, including adoption of the merger agreement by the shareholders of DeKalb Community Bank and receipt of required regulatory approvals. The merger will become effective upon the filing of articles of merger with the Secretary of State of the State of Tennessee.

     Wilson Bank Holding Company and DeKalb Community Bank intend to complete the merger as promptly as practicable after adoption of the merger agreement by DeKalb Community Bank’s shareholders at the special meeting and the satisfaction or waiver, if permissible, of certain conditions to completion of the merger. The parties expect to complete the merger in the first quarter of 2005; however, the merger is subject to the approval of the Federal Reserve Board, the FDIC and the Tennessee Department of Financial Institutions.

Exchange of Stock Certificates

     Promptly after the effective time, Wilson Bank Holding Company, acting as exchange agent, will mail to the DeKalb Community Bank shareholders a letter of transmittal and instructions for exchanging their DeKalb Community Bank common stock for shares of Wilson Bank Holding Company common stock. On surrender of their DeKalb Community Bank stock certificate together with a duly executed letter of transmittal, they will be entitled to receive shares of Wilson Bank Holding Company common stock and any cash payable in lieu of fractional shares. The surrendered DeKalb Community Bank stock certificate shall be promptly canceled.

     Until surrendered in accordance with the previous paragraph, each DeKalb Community Bank stock certificate shall, following the effective time of the merger, represent only the right to receive the Wilson Bank Holding Company shares issuable upon surrender of such certificate and the right to receive cash in lieu of fractional shares.

     No DeKalb Community Bank shareholder will be entitled to exercise any rights as a shareholder of Wilson Bank Holding Company until the holder has properly surrendered his certificates(s) (together with all required documents) as set forth above. No dividend or other distribution payable after the effective time with respect to the Wilson Bank Holding Company common stock will be paid to a DeKalb Community Bank shareholder of any unsurrendered certificate until the holder thereof properly surrenders the certificate (together with all required documents), at which time the holder will receive all dividends and distributions, without interest, previously withheld from the holder.

     After the effective time, the DeKalb Community Bank shareholders will cease to be, and will have no rights as, shareholders of DeKalb Community Bank, other than to receive shares of Wilson Bank Holding Company common stock into which the shares have been converted and the right to receive fractional share payments.

     If your stock certificates of DeKalb Community Bank have been lost, stolen or destroyed prior to the closing of the merger, Wilson Bank Holding Company may require you to make a proper affidavit of that fact and deliver an appropriate indemnity agreement to Wilson Bank Holding Company as indemnity against any claim that may be made against Wilson Bank Holding Company with respect to your certificates.

Interests of Certain Persons in the Merger

     DeKalb Community Bank’s directors and officers have interests in the merger as individuals in addition to, and that may be different from, your interests as shareholders. DeKalb Community Bank’s board of directors was aware of these interests of DeKalb Community Bank’s directors and executive officers and considered them in its decision to approve and adopt the merger agreement.

     Four of DeKalb Community Bank’s directors, Messrs. Bell, Clemons, Trice and VanHooser, are also members of the board of directors of Wilson Bank Holding Company. In addition, Mr. Clemons is the Chief Executive Officer and President of

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Wilson Bank Holding Company. Because of these relationships to Wilson Bank Holding Company, these four directors abstained from voting to approve and adopt the merger agreement.

     The members of the board of directors of DeKalb Community Bank that are not members of the board of directors of Wilson Bank and Trust, will become members of a community advisory board to the DeKalb Community Bank branches of Wilson Bank and Trust following consummation of the merger. These individuals are expected to provide advice and input to the Wilson Bank and Trust board of directors surrounding the operations of the DeKalb Community Bank branches as well as the financial services needs of the residents of DeKalb and Smith County and will be compensated for their service on this community advisory board.

     The executive officers of DeKalb Community Bank are expected to remain employed in their current positions with the combined bank following closing of the transaction. These executive officers will be compensated by Wilson Bank and Trust in their capacity as officers of the combined bank.

     The following table provides information about the beneficial ownership of DeKalb Community Bank common stock as of December 31, 2004, by each director of DeKalb Community Bank, each executive officer of DeKalb Community Bank and by all DeKalb Community Bank directors and executive officers as a group. Unless otherwise noted, each person named in the table has sole voting and investment power (or shares such powers with his spouse) for all shares shown.

     For purposes of this table, a person is deemed to be the “beneficial owner” of securities that can be acquired within 60 days of December 31, 2004 through the exercise of any option, warrant or right. As of December 31, 2004, there were no outstanding options or warrants or other rights to acquire DeKalb Community Bank common stock. The amounts and percentages are based upon 753,272 shares of DeKalb Community Bank common stock outstanding as of December 31, 2004.

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Wilson Bank Holding Company Common Stock Ownership

     The following table sets forth information, as of December 31, 2004, regarding the beneficial ownership of Wilson Bank Holding Company’s common stock by (i) each person or group known by Wilson Bank Holding Company to be the beneficial owner of more than five percent of the common stock, (ii) each director of Wilson Bank Holding Company, (iii) each executive officer named in the Summary Compensation Table contained in Wilson Bank Holding Company’s Proxy Statement on Schedule 14A filed with the SEC on March 15, 2004; and (iv) all directors and executive officers of Wilson Bank Holding Company as a group. The number of shares beneficially owned is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose.

     For purposes of the table, a person or group of persons is deemed to beneficially own shares of common stock issuable upon the exercise of stock options that are currently exercisable or that become exercisable within 60 days from the date set forth above. For purposes of computing the percentage of outstanding common stock held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after the date set forth above are deemed outstanding, but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. Wilson Bank Holding Company believes that the beneficial owners of the common stock listed in the table below, based on information furnished by such owners, have sole voting and dispositive power (or share such powers with his or her spouse) with respect to such shares, except as explained in the footnotes to the table.

     For purposes of computing the number of shares and percentage of outstanding common stock beneficially owned by a person or group of persons, the number of shares of common stock outstanding after the completion of the merger:

	•	is based upon 4,436,607 shares of Wilson Bank Holding Company common stock outstanding as of December 31, 2004; and
	•	assumes that in connection with the completion of the merger, Wilson Bank Holding Company will issue ___shares of common stock resulting in pro forma shares outstanding of ______.

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Regulatory Matters

     The acquisition of 100% of the outstanding shares of DeKalb Community Bank by Wilson Bank Holding Company is subject to prior approval by the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Bank Holding Company Act and Federal Reserve Regulation Y require the Federal Reserve Board, when approving the acquisition of more than 50% of the outstanding shares of a bank by an existing bank holding company, to take into consideration (1) the financial and managerial resources (including the competence, experience, and integrity of officers, directors and principal shareholders); (2) future prospects of the existing and proposed institutions; and (3) the convenience and needs of the communities to be served. In considering financial resources and future prospects, the Federal Reserve Board will, among other things, evaluate the adequacy of the capital levels of the parties to a proposed transaction.

     The Bank Holding Company Act prohibits the Federal Reserve Board from approving an acquisition if (1) it would result in a monopoly or be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States; (2) its effect in any section of the country would be substantially to lessen competition or to tend to create a monopoly; or (3) it would in any other manner result in a restraint of trade, unless the Federal Reserve Board finds that the anti-competitive effects of a merger are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served. In addition, under the Community Reinvestment Act of 1977, as amended, the Federal Reserve Board must take into account the record of performance of the existing institutions in meeting the credit needs of the entire community, including low and moderate income neighborhoods, served by such institutions.

     The merger of DeKalb Community Bank with and into the Wilson Bank and Trust, a Tennessee state nonmember bank, requires prior approval from the FDIC under the Bank Merger Act, and the approval of the Commissioner of the Tennessee Department of Financial Institutions, pursuant to Part 13 of the Tennessee Banking Act.

     Applicable federal and Tennessee law provides for the publication of notice and public comment on applications or notices filed with the Federal Reserve Board, the FDIC and the Tennessee Department of Financial Institutions and authorizes those agencies to permit interested parties to intervene in the proceedings. If an interested party is permitted to intervene, this intervention could delay the regulatory approvals required for consummation of the merger.

     Wilson Bank Holding Company made application to the Federal Reserve, the FDIC, and the Tennessee Department of Financial Institutions for the requisite approvals on ___, 2005, and received the approval from the Federal Reserve on ___, 2005, the FDIC on ___, 2005 and the Tennessee Commissioner of Financial Institutions on ___, 2005.

     The merger generally may not be consummated until 30 days (which may be shortened to 15 days with the consent of the United States Department of Justice) following the date of Federal Reserve Board approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action by the United States Department of Justice, if it occurred, would stay the effectiveness of the Federal Reserve Board’s approval unless a court specifically ordered otherwise.

the same as the tax basis of the shares of DeKalb Community Bank common stock exchanged for the Wilson Bank Holding Company common stock. The holding period of the shares of Wilson Bank Holding Company common stock received by DeKalb Community Bank shareholders will include the holding period of DeKalb Community Bank common stock exchanged for the Wilson Bank Holding Company common stock. Cash received by a shareholder of DeKalb Community Bank in lieu of a fractional share of Wilson Bank Holding Company common stock will be treated as received in exchange for the fractional interest, and gain or loss will be recognized in an amount equal to the difference between the amount of cash received and the portion of the shareholder’s adjusted tax basis in the shares of DeKalb Community Bank common stock allocated to such fractional share. This gain or loss generally will be treated as capital gain or loss if the shareholder holds his or her DeKalb Community Bank common stock as a capital asset at the effective time.

      The discussion above does not purport to be a complete analysis or discussion of all potential tax effects relevant to the merger. Thus, you are urged to consult your own tax advisors as to the specific tax consequences to you of the merger, including tax return reporting requirements, the applicability and the effect of federal, state, local and other applicable tax laws and the effect of any proposed changes in the tax laws.

Accounting Treatment

     The acquisition of the noncontrolling interest in DeKalb Community Bank will be accounted for using the purchase method of accounting by Wilson Bank Holding Company as prescribed by Statement of Financial Accounting Board Standard No. 141 (SFAS No. 141). Any intangibles resulting from the merger will be accounted for in subsequent years pursuant to the provisions of SFAS No. 142. Intangible assets with a finite life will be amortized over their useful life. Intangible assets with indefinite lives such as goodwill are not subject to amortization; however, these intangibles must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Dissenters’ Rights

     Under Tennessee law, if you do not vote in favor of the merger you have the right to seek an appraisal of the fair value of your DeKalb Community Bank common stock and receive a cash payment of such fair value. DeKalb Community Bank shareholders electing to exercise dissenters’ rights must comply with the provisions of Chapter 23 of the Tennessee Business Corporation Act in order to perfect their rights. DeKalb Community Bank will require strict compliance with the statutory procedures. A copy of Chapter 23 of the Tennessee Business Corporation Act is attached as Appendix B to this proxy statement.

     The following is intended as a brief summary of the material provisions of the Tennessee statutory procedures required to be followed by a shareholder in order to dissent from the merger and perfect the shareholder’s appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Chapter 23 of the Tennessee Business Corporation Act, the full text of which appears as Appendix B of this proxy statement.

     Holders of common stock who do not want to accept the merger consideration, who do not vote in favor of (or who abstain from voting on) the merger agreement, and who perfect their dissenters’ rights by complying with the provisions of Chapter 23 of the Tennessee Business Corporation Act, will have the right to receive cash payment for the “fair value” of their common stock.

     In order to be eligible to exercise the right to dissent, a shareholder must file with DeKalb Community Bank a written objection to the merger, stating that he intends to dissent if the merger is effected. Such statement must be filed before the vote is taken at the special meeting, and it must be addressed as follows: DeKalb Community Bank, 576 West Broad Street, Smithville, Tennessee 37166, Attention: Byrna Ashford, Corporate Secretary. It is not necessary for a dissenting shareholder to vote against the merger to preserve dissenters’ rights; however, such rights will be lost if the shareholder votes in favor of the merger.

     If the merger is approved, DeKalb Community Bank will deliver a written notice to dissenting shareholders no later than ten days after approval of the merger, unless the merger is terminated and abandoned. The notice will set forth where the dissenting shareholders’ payment demands must be sent and where and when stock certificates must be deposited. The notice will also supply a form for dissenting shareholders to use in demanding payment. A dissenting shareholder must deliver his payment demand to DeKalb Community Bank no later than the date set forth in such notice, which may not be fewer than one nor more than two months after the written notice is delivered. Merely abstaining from or voting against the merger will not satisfy the two requirements that the shareholder (i) object in writing to the merger and (ii) file a written demand for payment within such two-month period. Failure of a shareholder to take the required action during the two-month period binds such shareholder to the terms of the merger and precludes exercise of dissenters’ rights.

     Within the two-month period, a dissenting shareholder must submit his stock certificates representing his shares of common stock to DeKalb Community Bank in accordance with the terms of notice of DeKalb Community Bank. As soon as

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practicable after the merger is effected, or upon receipt of a dissenting shareholder’s payment demand, whichever is later, DeKalb Community Bank shall pay each dissenting shareholder the fair value of his shares, plus accrued interest.

     If a dissenting shareholder believes that the amount paid by DeKalb Community Bank is less than the fair value of the shares or that interest due was incorrectly calculated, the dissenting shareholder must, within one month after DeKalb Community Bank has made payment to the dissenting shareholder, demand payment of his estimate of the fair value. If a demand for payment remains unsettled, DeKalb Community Bank must commence a suit in a court having equity jurisdiction located in DeKalb County, Tennessee, within two months after receiving the dissenting shareholder’s payment demand. All dissenting shareholders will be made a party to the proceeding and will be served with a copy of the petition. The court shall determine the dissenting shareholder’s right to receive payment or the fair value of his shares or both. The costs and expenses of such proceedings shall be assessed against DeKalb Community Bank unless the court shall find the actions of a dissenting shareholder who is party to the suit to be arbitrary, vexatious or not in good faith. If DeKalb Community Bank fails to bring such a suit within such time, it shall pay each dissenting shareholder whose demand remains unsettled the amount demanded.

     Section 48-23-101 of the Tennessee Business Corporation Act provides that the “fair value” of shares shall be determined immediately before the effectuation of the merger, “excluding any appreciation or depreciation of shares in anticipation of such corporate action.” The value so determined could be more or less than the value of the merger consideration into which shares of the common stock are to be converted pursuant to the merger. Any dissenting shareholder who perfects such holder’s rights to be paid the fair value of such holder’s shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “ The Merger – Material United States Federal Income Tax Consequences” on Page 28 .

     Any shareholder contemplating the exercise of dissenters’ rights should carefully review Chapter 23 of the Tennessee Business Corporation Act, a copy of which is attached to this proxy statement as Appendix B. A shareholder who fails to comply with all requirements of such Chapter 23 will forfeit such holder’s dissenters’ rights and, upon consummation of the merger, such holder’s shares of common stock will be converted into the right to receive the merger consideration to which such shareholder is entitled under the merger agreement.

      In view of the complexities of Chapter 23 of the Tennessee Business Corporation Act, the material provisions of which are briefly summarized above, shareholders of DeKalb Community Bank who consider pursuing dissenters’ rights are urged to consult with legal counsel.

      The above summary is qualified in its entirety by reference to Chapter 23 of the Tennessee Business Corporation Act, a copy of which is reprinted in full as Appendix B to this proxy statement/prospectus.

Restrictions on Ability to Sell Wilson Bank Holding Company Common Stock

     The shares of Wilson Bank Holding Company common stock to be received by the DeKalb Community Bank shareholders in connection with the merger will be registered under the Securities Act and will be freely transferable, except for shares of Wilson Bank Holding Company common stock issued to any person who is deemed to be an affiliate of either DeKalb Community Bank or Wilson Bank Holding Company at the time of the annual meeting. Persons who may be deemed to be affiliates include individuals and entities that control, are controlled by or are under common control with either DeKalb Community Bank or Wilson Bank Holding Company and may include the executive officers and directors, as well as principal shareholders, of both companies. Affiliates may not sell their shares of Wilson Bank Holding Company common stock acquired in connection with the merger except pursuant to:

	•	an effective registration statement under the Securities Act covering the resale of the shares;
	•	in accordance with Rule 145 of the Securities Act; or
	•	an opinion of counsel or a “no action” letter from the Securities and Exchange Commission, that such sale will not violate the Securities Act or is otherwise exempt from registration under the Securities Act.

Listing of Shares Issued to DeKalb Community Bank Shareholders

     The shares of Wilson Bank Holding Company common stock issued to the shareholders of DeKalb Community Bank will not be listed for trading on any national securities exchange or on the NASDAQ Stock Market’s SmallCap Market or National Market System.

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THE MERGER AGREEMENT

The following is a summary of selected aspects of the merger agreement. This summary is not complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement/prospectus as Appendix A and made a part of this proxy statement/prospectus. Wilson Bank Holding Company and DeKalb Community Bank urge you to read carefully the merger agreement in its entirety because this summary may not contain all of the information that is important to you.

Structure of the Merger and Conversion of DeKalb Community Bank Common Stock

     In accordance with the merger agreement and Tennessee law, DeKalb Community Bank will merge with and into Wilson Bank and Trust, a direct wholly-owned subsidiary of Wilson Bank Holding Company. As a result of the merger, the separate corporate existence of DeKalb Community Bank will cease, and Wilson Bank and Trust will continue as the surviving corporation and a wholly-owned subsidiary of Wilson Bank Holding Company. Effective upon completion of the merger, all of the property, rights, privileges, powers, and franchises of DeKalb Community Bank and Wilson Bank and Trust will vest in Wilson Bank and Trust, and all debts, liabilities and duties of DeKalb Community Bank and Wilson Bank and Trust will become debts, liabilities and duties of Wilson Bank and Trust.

     At the effective time of the merger, each outstanding share of DeKalb Community Bank common stock, other than shares owned by Wilson Bank Holding Company and shares owned by shareholders who properly perfect their dissenters’ rights, will be converted into the right to receive a number of shares (plus cash in lieu of fractional shares) of Wilson Bank Holding Company common stock, equal to the quotient of the (i) book value per share of the DeKalb Community Bank common stock at December 31, 2004 divided by (ii) the book value per share of Wilson Bank Holding Company’s common stock, at December 31, 2004, as such book values may be adjusted by PBS and as the book value of Wilson Bank Holding Company’s common stock shall be adjusted to account for the its regular dividend expected to be paid to its shareholders on January 31, 2005.

     No fractional shares of Wilson Bank Holding Company common stock will be issued in connection with the merger. Instead, in lieu of any fractional share that DeKalb Community Bank shareholders would otherwise receive, DeKalb Community Bank shareholders will receive cash equal to your fractional share amount multiplied by the last sale price of Wilson Bank Holding Company’s common stock on the date closest to, but not after, the closing date of the merger.

     DeKalb Community Bank shareholders will be entitled to receive dividends or other distributions on Wilson Bank Holding Company common stock with a record date after the merger is completed in accordance with the terms of the merger agreement, but only if they have surrendered their DeKalb Community Bank stock certificates.

Closing and Effective Time

     The merger will take place as soon as practicable after satisfaction or waiver, if permissible, of all conditions to the obligations of the parties to complete the merger. The merger will become effective at the date and time at which articles of merger are filed with the Secretary of State of the State of Tennessee, or at such later time as the parties shall agree and specify in the articles of merger.

Representations and Warranties

     Each of DeKalb Community Bank, Wilson Bank Holding Company and Wilson Bank and Trust made a number of representations and warranties in the merger agreement regarding their authority to enter into the merger agreement and to complete the merger, and with regard to certain aspects of their respective businesses, financial condition, structure, and other facts pertinent to the merger.

     The representations and warranties made by DeKalb Community Bank cover, among others, the following topics as they relate to DeKalb Community Bank:

	•	organization, good standing, qualification to do business and corporate power;
	•	authorization to enter into the merger agreement;
	•	corporate power and authority to enter into and perform its obligations under, and the enforceability of, the merger agreement;

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	•	conflicts between the merger agreement and DeKalb Community Bank’s charter and bylaws and certain permits;
	•	capitalization;
	•	title to properties;
	•	compliance with laws;
	•	absence of undisclosed liabilities;
	•	absence of litigation; and
	•	fees and commissions required to be paid to brokers, finders or investment bankers in connection with the merger.

     The representations made by Wilson Bank Holding Company and Wilson Bank and Trust cover, among others, the following topics as they relate to Wilson Bank Holding Company and its subsidiaries:

	•	organization, good standing, qualification to do business and corporate power;
	•	authorization to enter into the merger agreement;
	•	corporate power and authority to enter into and perform its obligations under, and the enforceability of, the merger agreement;
	•	conflicts between the merger agreement and Wilson Bank Holding Company’s and Wilson Bank and Trust’s charter and bylaws and certain permits;
	•	capitalization;
	•	filings and reports with the Securities and Exchange Commission;
	•	title to properties;
	•	compliance with laws;
	•	the shares of Wilson Bank Holding Company common stock to be issued in the merger;
	•	absence of undisclosed liabilities;
	•	absence of litigation; and
	•	fees and commissions required to be paid to brokers, finders or investment bankers in connection with the merger.

     The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to carefully read the sections in the merger agreement under the headings “Representations and Warranties by DeKalb” and “Representations and Warranties by Parent and the Bank.”

Community Bank’s officers and employees, and to preserve for Wilson Bank Holding Company the present relationships of DeKalb Community Bank with its customers and others having business relationships with it;

	•	DeKalb Community Bank will not intentionally do or omit to do any act, which may cause a material breach of any contract, commitment or obligation of DeKalb Community Bank;
	•	DeKalb Community Bank will duly comply in all material respects with all laws applicable to it and its business and operations and all laws, compliance with which is required for the valid consummation of the transactions contemplated by this Agreement;
	•	except as set forth on Schedule 6.1 to the merger agreement, DeKalb Community Bank will not (1) grant any increase in the wages or salary of any officer, employee or agent of DeKalb Community Bank, except normal wage or salary increases for employees and commissions paid in the ordinary course of business and consistent with past practice; (2) except pursuant to existing compensation arrangements, by means of any bonus or pursuant to any plan or arrangement or otherwise, increase by any amount or to any extent the benefits or compensation of any such officer, employee or agent; (3) enter into any employment agreement, sales agency or other contract or arrangement with respect to the performance of personal services which is not terminable by it without liability on not more than 30 days notice; (4) enter into or extend any labor contract with any hourly-paid employees or any union; or (5) agree to take any such action;
	•	except in the ordinary course of business and consistent with past practice, DeKalb Community Bank will not terminate or modify in any material respect any lease, license, permit, contract or other agreement to which it is a party;
	•	DeKalb Community Bank will not mortgage, pledge or subject to lien or any other encumbrance, any of its assets;
	•	except as set forth on Schedule 6.1 to the merger agreement, DeKalb Community Bank will not declare, pay or make or set aside for payment or making, any dividend or other distribution in respect of its capital stock or other securities, or directly or indirectly redeem, purchase or otherwise acquire any of its capital stock or other securities, except in each case in the ordinary courses of business consistent with past practice;
	•	except as set forth on Schedule 6.1 to the merger agreement, DeKalb Community Bank will not incur any additional indebtedness except in the ordinary course of business;
	•	DeKalb Community Bank will not make, renew or otherwise modify any Loan other than in the ordinary course of business consistent with past practice;
	•	DeKalb Community Bank will not enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any federal, state or local court, administrative agency or commission or other governmental authority or instrumentality; or file any application or make any contract with respect to branching or site location or branching or site relocation;
	•	DeKalb Community Bank will not enter into any transaction outside the ordinary course of business; and
	•	DeKalb Community Bank will not enter into any agreement to do any of the foregoing.

Conditions to the Merger

     The obligations of Wilson Bank Holding Company and Wilson Bank and Trust to consummate the merger are subject to the satisfaction (or waiver, where legally allowed), at or prior to the effective time, of a number of conditions set forth in the merger agreement, including:

	•	each of the representations and warranties of DeKalb Community Bank in the merger agreement shall be true in all material respects at and as of the date of the merger agreement and at the time of the closing of the merger;
	•	DeKalb Community Bank shall have performed and complied with all covenants, agreements, obligations and conditions required by the merger agreement;

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	•	DeKalb Community Bank shall have delivered to Wilson Bank Holding Company a certificate, dated the closing date, signed by DeKalb Community Bank’s President certifying as to the fulfillment of the conditions specified in Sections 8.1 and 8.2 of the merger agreement;
	•	DeKalb Community Bank’s shareholders shall have approved the merger;
	•	receipt of all regulatory and material non-regulatory approvals that are required to complete the merger;
	•	the absence of any governmental order blocking completion of the merger, or of any proceedings by a governmental body trying to block it;
	•	the absence of any litigation which, if adversely determined might, in the reasonable opinion of Wilson Bank Holding Company, have a material adverse effect on DeKalb Community Bank;
	•	since September 30, 2004, there shall not have been any circumstance, development, state of fact or matter which has, or would reasonably be expected to have, a material adverse effect on DeKalb Community Bank; and
	•	the receipt by DeKalb Community Bank’s board of directors of the fairness opinion of PBS to the effect that the consideration to be received by the DeKalb Community Bank shareholders is fair to the DeKalb Community Bank shareholders from a financial point of view.

     The obligations of DeKalb Community Bank to consummate the merger are subject to the satisfaction (or waiver, where legally allowed), at or prior to the effective time, of a number of conditions set forth in the merger agreement, including:

	•	each of the representations and warranties of Wilson Bank Holding Company and Wilson Bank and Trust in the merger agreement shall be true in all material respects at and as of the date of the merger agreement and at the time of the Closing;
	•	Wilson Bank Holding Company and Wilson Bank and Trust shall have performed and complied with all covenants, agreements, obligations and conditions required by the merger agreement;
	•	Wilson Bank Holding Company and Wilson Bank and Trust shall have delivered to DeKalb Community Bank a certificate, dated the Closing Date, signed by the Chief Executive Officer of Wilson Bank Holding Company and Wilson Bank and Trust certifying as to the fulfillment of the conditions specified in Sections 9.1 and 9.2 of the merger agreement;
	•	the absence of any governmental order blocking completion of the merger, or of any proceedings by a governmental body trying to block it;
	•	the performance by PBS of its review of the book values of Wilson Bank Holding Company’s and DeKalb Community Bank’s common stock prior to the mailing of this proxy statement/prospectus and made its determination as to the adequacy and calculation methodologies of Wilson Bank and Trust’s and DeKalb Community Bank’s loan loss reserves and allowance for doubtful accounts, among other items, by such date and as a result thereof recommended any adjustments to the book value of DeKalb Community Bank’s or Wilson Bank Holding Company’s common stock, with all such recommended adjustments being acceptable to the board of directors of DeKalb Community Bank; and
	•	the receipt by DeKalb Community Bank’s board of directors of the fairness opinion of PBS to the effect that the consideration to be received by the DeKalb Community Bank shareholders is fair to the DeKalb Community Bank shareholders from a financial point of view.

Termination of the Merger Agreement

     Wilson Bank Holding Company and DeKalb Community Bank can mutually agree at any time to terminate the merger agreement without completing the merger, even if DeKalb Community Bank’s shareholders have already voted to approve it. Also, DeKalb Community Bank can terminate the merger agreement if, within five (5) business days of its board of directors being advised by PBS of its proposed adjustments to the book value of Wilson Bank Holding Company’s or DeKalb Community Bank’s

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common stock, the DeKalb Community Bank board of directors determines, in its sole discretion, to terminate the merger agreement.

     Moreover, either Wilson Bank Holding Company or DeKalb Community Bank can terminate the merger agreement in the following circumstances:

	•	if the other party makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy or seeks or consents to any reorganization or similar relief under any present or future bankruptcy act or similar law, or is adjudicated a bankrupt or insolvent, or if a third party commences any bankruptcy, insolvency, reorganization or similar proceeding involving the other;
	•	if the merger isn’t completed by April 30, 2005;
	•	in the event the approval of any governmental authority required for consummation of the merger and the other transactions contemplated by the merger agreement shall have been denied by final nonappealable action of such governmental authority or an application therefor shall have been permanently withdrawn at the request of a governmental authority;
	•	if the DeKalb Community Bank shareholders don’t approve the merger; or
	•	if the other party violates, in a significant way, any of its agreements, representations, and warranties under the merger agreement.

Amendment of the Merger Agreement

     The merger agreement may be amended only by a written instrument duly executed by all parties or their respective heirs, successors, assigns or legal personal representatives.

Expenses of the Merger

     All fees and expenses incurred by DeKalb Community Bank including without limitation legal fees and expenses, in connection with the merger agreement are to be borne by DeKalb Community Bank; provided, however, that Wilson Bank and Trust shall reimburse DeKalb Community Bank for the fees and expenses of PBS. All fees and expenses incurred by Wilson Bank Holding Company and Wilson Bank and Trust, including without limitation, legal fees and expenses, in connection with the merger agreement are to be borne by Wilson Bank Holding Company or Wilson Bank and Trust, as the case may be. Filing fees payable by Wilson Bank Holding Company or DeKalb Community Bank in connection with any regulatory filing shall be paid by Wilson Bank Holding Company.

APPRAISAL RIGHTS FOR DEKALB COMMUNITY BANK SHAREHOLDERS

     Under Tennessee law, if you do not vote in favor of the merger you have the right to seek an appraisal of the fair value of your DeKalb Community Bank common stock and receive a cash payment of such fair value. DeKalb Community Bank shareholders electing to exercise dissenters’ rights must comply with the provisions of Chapter 23 of the Tennessee Business Corporation Act in order to perfect their rights. DeKalb Community Bank will require strict compliance with the statutory procedures. A copy of Chapter 23 of the Tennessee Business Corporation Act is attached as Appendix B to this proxy statement/prospectus.

     The following is intended as a brief summary of the material provisions of the Tennessee statutory procedures required to be followed by a shareholder in order to dissent from the merger and perfect the shareholder’s appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Chapter 23 of the Tennessee Business Corporation Act, the full text of which appears as Appendix B of this proxy statement.

     Holders of common stock who do not want to accept the merger consideration, who do not vote in favor of (or who abstain from voting on) the merger agreement, and who perfect their dissenters’ rights by complying with the provisions of Chapter 23 of the Tennessee Business Corporation Act, will have the right to receive cash payment for the “fair value” of their common stock.

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     In order to be eligible to exercise the right to dissent, a shareholder must file with DeKalb Community Bank a written objection to the merger, stating that he intends to dissent if the merger is effected. Such statement must be filed before the vote is taken at the special meeting, and it must be addressed as follows: DeKalb Community Bank, 576 West Broad Street, Smithville, Tennessee 37166, Attention: Byrna Ashford, Corporate Secretary. It is not necessary for a dissenting shareholder to vote against the merger to preserve dissenters’ rights; however, such rights will be lost if the shareholder votes in favor of the merger.

     If the merger is approved, DeKalb Community Bank will deliver a written notice to dissenting shareholders no later than ten days after approval of the merger, unless the merger is terminated and abandoned. The notice will set forth where the dissenting shareholders’ payment demands must be sent and where and when stock certificates must be deposited. The notice will also supply a form for dissenting shareholders to use in demanding payment. A dissenting shareholder must deliver his payment demand to DeKalb Community Bank no later than the date set forth in such notice, which may not be fewer than one nor more than two months after the written notice is delivered. Merely abstaining from or voting against the merger will not satisfy the two requirements that the shareholder (i) object in writing to the merger and (ii) file a written demand for payment within such two-month period. Failure of a shareholder to take the required action during the two-month period binds such shareholder to the terms of the merger and precludes exercise of dissenters’ rights.

     Within the two-month period, a dissenting shareholder must submit his stock certificates representing his shares of common stock to DeKalb Community Bank in accordance with the terms of notice of DeKalb Community Bank. As soon as practicable after the merger is effected, or upon receipt of a dissenting shareholder’s payment demand, whichever is later, DeKalb Community Bank shall pay each dissenting shareholder the fair value of his shares, plus accrued interest.

     If a dissenting shareholder believes that the amount paid by DeKalb Community Bank is less than the fair value of the shares or that interest due was incorrectly calculated, the dissenting shareholder must, within one month after DeKalb Community Bank has made payment to the dissenting shareholder, demand payment of his estimate of the fair value. If a demand for payment remains unsettled, DeKalb Community Bank must commence a suit in a court having equity jurisdiction located in DeKalb County, Tennessee, within two months after receiving the dissenting shareholder’s payment demand. All dissenting shareholders will be made a party to the proceeding and will be served with a copy of the petition. The court shall determine the dissenting shareholder’s right to receive payment or the fair value of his shares or both. The costs and expenses of such proceedings shall be assessed against DeKalb Community Bank unless the court shall find the actions of a dissenting shareholder who is party to the suit to be arbitrary, vexatious or not in good faith. If DeKalb Community Bank fails to bring such a suit within such time, it shall pay each dissenting shareholder whose demand remains unsettled the amount demanded.

     Section 48-23-101 of the Tennessee Business Corporation Act provides that the “fair value” of shares shall be determined immediately before the effectuation of the merger, “excluding any appreciation or depreciation of shares in anticipation of such corporate action.” The value so determined could be more or less than the value of the merger consideration into which shares of the common stock are to be converted pursuant to the merger. Any dissenting shareholder who perfects such holder’s rights to be paid the fair value of such holder’s shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “The Merger—Material United States Federal Income Tax Consequences” on Page 28.

     Any shareholder contemplating the exercise of dissenters’ rights should carefully review Chapter 23 of the Tennessee Business Corporation Act, a copy of which is attached to this proxy statement as Appendix B. A shareholder who fails to comply with all requirements of such Chapter 23 will forfeit such holder’s dissenters’ rights and, upon consummation of the merger, such holder’s shares of common stock will be converted into the right to the merger consideration to which such shareholder is entitled under the merger agreement.

      In view of the complexities of Chapter 23 of the Tennessee Business Corporation Act, the material provisions of which are briefly summarized above, shareholders of DeKalb Community Bank who consider pursuing dissenters’ rights are urged to consult with legal counsel.

      The above summary is qualified in its entirety by reference to Chapter 23 of the Tennessee Business Corporation Act, a copy of which is reprinted in full as Appendix B to this proxy statement/prospectus.

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INFORMATION CONCERNING DEKALB COMMUNITY BANK

Business of DeKalb Community Bank and Market Area Served

     DeKalb Community Bank is an independent, state chartered bank, which was established in April 1996. It is owned 50% by Wilson Bank Holding Company and 50% by residents primarily of DeKalb County. DeKalb Community Bank operates two full-service branches, one in Smithville and one in Alexandria, Tennessee and is considered a subsidiary of Wilson Bank Holding Company for purposes of the Bank Holding Company Act of 1956. DeKalb Community Bank is the only predominantly locally-owned bank in DeKalb County and offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes.

     As of September 30, 2004, DeKalb Community Bank had total assets of approximately $108.2 million, total liabilities of approximately $100.6 million and shareholders’ equity of approximately $7.6 million. At such date, it had total deposits of approximately $97.2 million and total loans of approximately $83.5 million.

     As of September 30, 2004, DeKalb Community Bank had thirty-four employees, twenty-eight of which were full time employees.

     As a state chartered bank, DeKalb Community Bank is subject to the supervision and regulation of the Tennessee Department of Financial Institutions. Because its deposits are insured by the FDIC, it is also subject to the supervision and regulation of the FDIC.

     As described above, DeKalb Community Bank operates in DeKalb County, Tennessee where, as of June 30, 2004, it held approximately 35% of the total market share for deposits. It competes with three other commercial banking institutions in DeKalb County, two of which are large regional bank holding companies and one of which is a small community banking organization. At June 30, 2004, DeKalb Community Bank had approximately $96 million in deposits within DeKalb County, up from approximately $56 million at June 30, 2000.

     DeKalb Community Bank has substantial competition in attracting and retaining deposits and in lending funds. The primary factors in competing for deposits are the range and quality of financial services offered, the ability to offer attractive rates and the availability of convenient office locations. Direct competition for deposits includes other commercial banks. Additional competition for deposits comes from other investment alternatives, such as money market mutual funds and corporate and government securities. The primary factors in competing for loans are the range and quality of the lending services offered, interest rates, and loan origination fees. Competition for the origination of loans normally comes from other financial institutions, commercial banks, credit unions, insurance companies and other financial services companies. DeKalb Community Bank believes that it has successfully competed with larger banks and other smaller community banks in the DeKalb County market by focusing on personal service and financial products to meets the needs of the community.

Market for DeKalb Community Bank’s Common Stock

     Shares of DeKalb Community Bank are not listed on an exchange. Because of the limited trading activity in DeKalb Community Bank’s common stock, any market price information concerning DeKalb Community Bank’s common stock, were it available, would be largely irrelevant. To the knowledge of DeKalb Community Bank’s senior management, the last transaction in DeKalb Community Bank’s common stock was the sale of eight shares at $18.00 per share on December 31, 2004. The last reported transaction in DeKalb Community Bank’s common stock prior to the announcement of the merger was on October 28, 2004, in which 100 shares of DeKalb Community Bank common stock were sold for $18.50 per share. In 2004, DeKalb Community Bank did not pay cash dividends, but it did issue a stock dividend in connection with its 2-for-1 stock split. In 2003, DeKalb Community Bank paid dividends totaling $0.70 per share to its shareholders.

     As of December ___, 2004, DeKalb Community Bank had approximately ___shareholders of record.

     DeKalb Community Bank does not have any shares of its common stock reserved for issuance under an equity compensation plan, whether approved by DeKalb Community Bank’s shareholders or not.

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DESCRIPTION OF WILSON BANK HOLDING COMPANY’S CAPITAL STOCK

     Wilson Bank Holding Company has the authority to issue 10,000,000 shares of common stock. As of December 31, 2004, 4,436,607 shares of Wilson Bank Holding Company common stock were outstanding.

     The following summary descriptions of selected provisions of the Wilson Bank Holding Company charter, bylaws, common stock and Tennessee Business Corporation Act are not complete. The summaries are subject to, and are qualified entirely by, the provisions of Wilson Bank Holding Company’s charter and bylaws, all of which are included or incorporated by reference as exhibits to the registration statement of which this proxy statement/prospectus is a part. You are encouraged to read the Wilson Bank Holding Company charter and bylaws.

Common Stock

     The holders of Wilson Bank Holding Company’s common stock are entitled to one vote per share on all matters to be voted on by shareholders, including the election of directors. Holders of common stock have no preemptive rights, and there are no conversion rights or redemption or sinking fund provisions with respect to shares of Wilson Bank Holding Company’s common stock. All shares of Wilson Bank Holding Company common stock being offered to the DeKalb Community Bank shareholders under this proxy statement/prospectus will be fully paid and not liable for further calls or assessment by Wilson Bank Holding Company.

Anti-Takeover Effect of Wilson Bank Holding Company’s Charter and Bylaw Provisions

     Wilson Bank Holding Company’s charter and bylaws contain provisions that could make it more difficult to consummate an acquisition of Wilson Bank Holding Company by means of a tender offer, a proxy contest or otherwise.

      Board of Directors . Wilson Bank Holding Company’s bylaws provide that the number of directors shall be no fewer than five nor more than 15. The Wilson Bank Holding Company charter provides that the directors will be classified into three classes, as nearly equal in number as possible with each class to serve for staggered three year terms. Under the Wilson Bank Holding Company bylaws, the shareholders may remove one or more directors with or without cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him without cause. The Wilson Bank Holding Company bylaws provides that if so provided in the Wilson Bank Holding Company charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire board of directors; however, such a method of removal is not provided for in the Wilson Bank Holding Company charter. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state the purpose, or one of the purposes, of the meeting is the removal of directors. Directors may be removed without cause only by vote of a majority of the shareholders entitled to vote at a regular or special meeting. The Wilson Bank Holding Company charter provides that any vacancy on the board of directors, including a vacancy that results from an increase in the number of directors or a vacancy that results from the removal of a director with cause, may be filled only by the board of directors. Any director elected to fill a vacancy shall hold office until the next annual meeting following his or her election to the board of directors at which time such person will be subject to election and classification. Under the Wilson Bank Holding Company bylaws, if the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill such vacancies by the affirmative vote of a majority of all the directors remaining in office.

      Charter Provisions . The Wilson Bank Holding Company charter provides that the affirmative vote of holders of two-thirds of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provision as part of the charter or as part of Wilson Bank Holding Company’s bylaws inconsistent with the purpose and intent of Article 8 of the charter, which creates staggered terms for the board of directors.

Tennessee’s Anti-takeover Provisions

     Provisions in Tennessee law could make it harder for someone to acquire Wilson Bank Holding Company through a tender offer, proxy contest or otherwise.

      Tennessee Business Combination Act . The Tennessee Business Combination Act provides that a party owning shares equal to 10% or more of the voting power of any class or series of the then outstanding voting stock of a “resident domestic corporation” is an “interested shareholder.” An interested shareholder also includes a party that is an affiliate or associate, as defined in the Tennessee Business Combination Act, of a “resident domestic corporation.” Wilson Bank Holding Company is currently a resident domestic corporation within the meaning of this act. An interested shareholder cannot engage in a business combination with the resident domestic corporation unless the combination:

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	•	takes place at least five years after the interested shareholder first acquired 10% or more of the voting power of any class or series of the then outstanding voting stock of the resident domestic corporation; and
	•	either is approved by at least two-thirds of the non-interested voting shares of the resident domestic corporation or satisfies fairness conditions specified in the Tennessee Business Combination Act.

     These provisions apply unless one of the following exemptions is available:

	•	a business combination with an entity can proceed without delay when approved by the target corporation’s board of directors before that entity becomes an interested shareholder;
	•	a business combination is exempt, if in its original charter or original bylaws, the resident domestic corporation elects not to be governed by the Tennessee Business Combination Act;
	•	unless the charter of the resident domestic corporation provides otherwise, the Tennessee Business Combination Act does not apply to a business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder if the resident domestic corporation did not have, on such interested shareholder’s share acquisition date, a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to Section 12(g) of the Exchange Act; or
	•	the resident corporation may enact a charter or bylaw amendment to remove itself entirely from the Tennessee Business Combination Act that must be approved by a majority of the shareholders who have held shares for more than one year before the vote and which cannot become operative until two years after the vote.

Wilson Bank Holding Company has not adopted a charter amendment or bylaw to remove it from the Tennessee Business Combination Act.

      Tennessee Greenmail Act . The Tennessee Greenmail Act prohibits Wilson Bank Holding Company from purchasing or agreeing to purchase any of its securities, at a price higher than fair market value, from a holder of 3% or more of any class of its securities who has beneficially owned the securities for less than two years. Wilson Bank Holding Company can, however, make this purchase if the majority of the outstanding shares of each class of voting stock issued by it approves the purchase or if it makes an offer of at least equal value per share to all holders of shares of the same class of securities as those held by the prospective seller.

      Tennessee Control Share Acquisition Act . The Tennessee Control Share Acquisition Act strips a purchaser’s shares of voting rights any time an acquisition of shares in a Tennessee corporation which has elected to be covered by the Tennessee Control Share Acquisition Act (which Wilson Bank Holding Company at this time has not) brings the purchaser’s voting power to one-fifth, one-third or a majority of all voting power. The purchaser’s voting rights can be restored only by a majority vote of the other shareholders. The purchaser may demand a meeting of shareholders to conduct such a vote. The purchaser can demand a meeting for this purpose before acquiring shares in excess of the thresholds described above, which we refer to as a control share acquisition, only if it holds at least 10% of the outstanding shares and announces a good faith intention to make the acquisition of shares having voting power in excess of the thresholds stated above. If a target corporation so elects prior to the date on which a purchaser makes a control share acquisition, a target corporation may redeem the purchaser’s shares if the shares are not granted voting rights.

     The effect of these provisions may make a change of control of Wilson Bank Holding Company harder by delaying, deferring or preventing a tender offer or takeover attempt that you might consider to be in your best interest, including those attempts that might result in the payment of a premium over the market price for Wilson Bank Holding Company’s shares. They may also promote the continuity of Wilson Bank Holding Company’s management by making it harder for you to remove or change the incumbent members of the board of directors.

      Limitations on Liability and Indemnification of Directors and Officers . The Tennessee Business Corporation Act provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if:

	•	the director or officer acted in good faith;
	•	in the case of conduct in his or her official capacity with the corporation, the director or officer reasonably believed such conduct was in the corporation’s best interest;

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	•	in all other cases, the director or officer reasonably believed that his or her conduct was not opposed to the best interest of the corporation; and
	•	in connection with any criminal proceeding, the director or officer had no reasonable cause to believe that his or her conduct was unlawful.

     In actions brought by or in the right of the corporation, however, the Tennessee Business Corporation Act provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instituted because of his or her status as an officer or director of a corporation, the Tennessee Business Corporation Act mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The Tennessee Business Corporation Act also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if the officer or director is adjudged liable on the basis that personal benefit was improperly received. Notwithstanding the foregoing, the Tennessee Business Corporation Act provides that a court of competent jurisdiction, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that the individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that:

	•	the officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation;
	•	the officer or director was adjudged liable on the basis that personal benefit was improperly received by him or her; or
	•	the officer or director breached his or her duty of care to the corporation.

     Wilson Bank Holding Company’s charter provides that to the extent permitted by the Tennessee Business Corporation Act, the company may indemnify every officer, director or employee, his heirs, executors and administrators, against judgments resulting from the expenses reasonably incurred by him in connection with any action to which he may be made a party by reason of his being an officer, director or employee of the company, including any action based upon any alleged act or omission on his part as an officer, director or employee of the company, except in relation to matters as to which he shall be finally adjudged in such action to be liable for negligence or misconduct. Under the Tennessee Business Corporation Act, this provision relieves Wilson Bank Holding Company’s directors from personal liability to it or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from a judgment or other final adjudication establishing:

	•	any breach of the director’s duty of loyalty;
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
	•	any unlawful distributions.

COMPARISON OF RIGHTS OF WILSON BANK HOLDING COMPANY AND
DEKALB COMMUNITY BANK SHAREHOLDERS

     Both Wilson Bank Holding Company and DeKalb Community Bank are incorporated under the laws of the State of Tennessee. The holders of shares of DeKalb Community Bank common stock whose rights as shareholders are currently governed by Tennessee law, the charter of DeKalb Community Bank and the bylaws of DeKalb Community Bank, will, upon the exchange of their shares of DeKalb Community Bank common stock for shares of Wilson Bank Holding Company common stock at the effective time pursuant to the merger, become holders of Wilson Bank Holding Company common stock and their rights as such will be governed by Tennessee law, the Wilson Bank Holding Company charter and the Wilson Bank Holding Company bylaws. The material differences between the rights of holders of shares of DeKalb Community Bank common stock and Wilson Bank Holding Company common stock, which result from differences in their governing corporate documents, are summarized below.

     The following summary is not intended to be complete and is qualified in its entirety by reference to the Tennessee Business Corporation Act, the Wilson Bank Holding Company charter, the Wilson Bank Holding Company bylaws, the DeKalb Community Bank charter and the DeKalb Community Bank bylaws, as appropriate. The identification of specific differences is not meant to indicate that other equally or more significant differences do not exist. Copies of the Wilson Bank Holding Company charter, the Wilson Bank Holding Company bylaws, the DeKalb Community Bank charter and the DeKalb Community Bank bylaws are available upon request.

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•

Proxy Statement on Schedule 14A filed on March 15, 2004.

     In addition, Wilson Bank Holding Company also incorporates by reference additional documents that it may file with the SEC between the date of this proxy statement/prospectus and the date of the DeKalb Community Bank special meeting. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. Nothing in this proxy statement/ prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 9 or Item 12 of Form 8-K for periods prior to August 23, 2004 and Items 2.01 and 7.01 of Form 8-K for periods thereafter.

     You should rely only on the information contained in this proxy statement/prospectus including the Appendices to this proxy statement/prospectus to vote on the merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than its date, and neither the mailing of this proxy statement/prospectus to shareholders nor the issuance of Wilson Bank Holding Company common stock in the merger shall create any implication to the contrary. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

     This proxy statement/prospectus does not cover any resales of the Wilson Bank Holding Company common stock offered hereby to be received by shareholders of DeKalb Community Bank deemed to be “affiliates” of DeKalb Community Bank or Wilson Bank Holding Company as of the DeKalb Community Bank special meeting. No person is authorized to make use of this proxy statement/prospectus in connection with such resales.

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APPENDIX A

AGREEMENT AND PLAN OF MERGER

DATED AS OF NOVEMBER 16, 2004

BY AND AMONG

WILSON BANK HOLDING COMPANY, WILSON BANK AND TRUST

AND

DEKALB COMMUNITY BANK

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TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 16th day of November, 2004 by and among WILSON BANK HOLDING COMPANY, a Tennessee corporation (“Parent”), WILSON BANK AND TRUST, a state chartered bank incorporated under the laws of the State of Tennessee (the “Bank”), and DEKALB COMMUNITY BANK, a state chartered bank incorporated under the laws of the State of Tennessee (“DeKalb”).

     WHEREAS, the Boards of Directors of Parent, the Bank and DeKalb each have determined that a business combination between Parent, the Bank, and DeKalb is in the best interests of their respective companies and shareholders and presents an opportunity for their respective companies to achieve long-term strategic and financial benefits, and accordingly have agreed to effect the merger provided for herein upon the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants, and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE 1
THE MERGER

      1.1 The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time, DeKalb shall be merged with and into the Bank in accordance with the applicable provisions of the Tennessee Business Corporation Act (the “TBCA”) (the “Merger”), the separate corporate existence of DeKalb shall cease and the Bank shall survive and continue to exist as a corporation incorporated under the TBCA and as a wholly owned subsidiary of Parent (the Bank, as the surviving corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”). The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective Boards of Directors of Parent, the Bank and DeKalb.

      1.2 The Closing . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices Bass, Berry & Sims PLC, 315 Deaderick Street, Suite 2700, Nashville, TN 37238, at 10:00 a.m., local time, on March 31, 2005 or, if later, the first business day immediately following the day on which the last to be fulfilled or waived of the conditions set forth in Articles 8 and 9 shall be fulfilled or waived in accordance herewith or at such other time, date, or place as Parent and DeKalb may agree. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”

      1.3 Effective Time . If all the conditions to the Merger set forth in Articles 8 and 9 shall have been fulfilled or waived in accordance herewith and this Agreement shall not have been terminated as provided in Article 10, the parties hereto shall cause Articles of Merger, in substantially the form attached hereto as Exhibit A, to be properly executed and filed in accordance with the applicable provisions of the TBCA on the Closing Date. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Tennessee, or at such later time that the parties hereto shall have agreed upon and designated in such filings as the effective time of the Merger (the “Effective Time”).

ARTICLE 2
CHARTER, BYLAWS, AND OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION

      2.1 Charter and Bylaws . The Charter and Bylaws of the Surviving Corporation immediately after the Merger shall be the Charter and Bylaws of the Bank in effect immediately prior to the Merger.

      2.2 Directors and Executive Officers of the Surviving Corporation . The directors and executive officers of the Surviving Corporation immediately after the Merger shall be the directors and executive officers of the Bank immediately prior to the Merger, each of whom shall serve until such time as their successors shall be duly elected and qualified.

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      2.3 DeKalb Board and Branches . After the Merger, the directors of the DeKalb shall become members of the DeKalb Community Board, shall meet monthly to provide advice regarding DeKalb County operations to the Board of Directors of the Bank and shall be compensated therefore in the same amount as previously compensated as directors of DeKalb. The branches of DeKalb after the Merger shall operate as “DeKalb Community Bank, an office of Wilson Bank and Trust.”

ARTICLE 3
CONVERSION OF DEKALB STOCK

      3.1 Conversion of DeKalb Common Stock in the Merger . At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of DeKalb, each issued and outstanding share of common stock of DeKalb (“DeKalb Common Stock”) shall be converted into and become a number of shares of Parent common stock (“Parent Common Stock”), equal to the quotient of the (i) book value per share of the DeKalb Common Stock at December 31, 2004 divided by (ii) the book value per share of the Parent Common Stock, at December 31, 2004 as such book values may be adjusted by Professional Bank Services, Inc. (“PBS”) and as the book value of Parent Common Stock shall be adjusted to account for Parent’s regular dividend paid to its shareholders in January 2005. (the “Merger Consideration”). No fractional shares shall be issued and in lieu thereof, a cash payment shall be made pursuant to Section 3.4 hereof

      3.2 Surrender and Exchange of Shares .

          (a) The Bank shall act as Exchange Agent hereunder (the “Exchange Agent”). Prior to Effective Time, Parent shall deposit with or for the account of the Exchange Agent stock certificates representing the number of shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of DeKalb Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such Effective Time does not occur.

          (b) As soon as practicable after the Effective Time (but not later than the first business day after the Effective Time), Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of DeKalb Common Stock (the “Certificates”) that were converted pursuant to Section 3.1 into the right to receive shares of Parent Common Stock (i) a form of letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (ii) instructions for use in surrendering such Certificates in exchange for certificates representing shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article 3 and (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.4, after giving effect to any required tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of DeKalb Common Stock which is not registered in the transfer records of the DeKalb, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such DeKalb Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Article 3. In no event will the holder of any such surrendered Certificate be entitled to receive interest on any cash to be received in lieu of fractional shares.

          (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange

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Agent will issue the corresponding Certificate representing Parent Common Stock to which the person is entitled to hereunder in exchange for such lost, stolen or destroyed Certificate.

      3.3 Dividends; Transfer Taxes; Withholdings; Escheat . No dividends or distributions that are declared on shares of Parent Common Stock after the Effective Time will be paid to persons entitled to receive certificates representing shares of Parent Common Stock until such persons surrender their Certificates. Subject to applicable law, upon such surrender, there shall be paid, to the person in whose name the certificates representing such shares of Parent Common Stock shall be issued, any dividends or distributions with respect to such shares of Parent Common Stock which have a record date after the Effective Time and shall have become payable between the Effective Time and the time of such surrender. In no event shall the person entitled to receive such dividends or distributions be entitled to receive interest thereon. As soon as practicable following the date which is six months after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and any holders of DeKalb Common Stock who have not theretofore complied with this Article 3 shall look thereafter only to the Surviving Corporation for the shares of Parent Common Stock, any dividends or distributions thereon, and any cash in lieu of fractional shares thereof to which they are entitled pursuant to this Article 3. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of DeKalb Common Stock for any shares of Parent Common Stock, any dividends or distributions thereon or any cash in lieu of fractional shares thereof delivered to a public official pursuant to applicable abandoned property, escheat or similar laws upon the lapse of the applicable time periods provided for therein. Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificate in respect of whom such deduction and withholding were made by Parent or the Exchange Agent.

      3.4 No Fractional Securities . No certificates or scrip representing less than one whole share of Parent Common Stock shall be issued pursuant to this Agreement. In lieu of any such fractional share, each holder of record of DeKalb Common Stock who would otherwise have been entitled to such fractional shares of Parent Common Stock shall be paid cash (without interest) in an amount equal to the fractional share amount to which such holder would be otherwise entitled multiplied by the closing sale price of Parent’s Common Stock on the date closest to, but not after, the Closing Date. As soon as practicable after the determination of the amount of cash to be paid to the holders of DeKalb Common Stock in lieu of any fractional share interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such holders. The fractional Parent Common Stock interests of each such holder will be aggregated, and no such holder will receive cash in an amount equal to or greater than the value of one whole share of Parent Common Stock.

      3.5 No Further Rights; Closing of DeKalb Transfer Books . All shares of Parent Common Stock issued pursuant to this Article 3 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the corresponding shares of DeKalb Common Stock, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by DeKalb on such shares of DeKalb Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time. At the Effective Time, the stock transfer books of DeKalb shall be closed and no transfer of shares of DeKalb Common Stock shall thereafter be made on such stock transfer books. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 3; provided, however, if any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which Parent Common Stock or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 3.5 in respect of such Certificate would otherwise escheat to or become the property of any Government), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

      3.6 Dissenting Shares . Each outstanding share of DeKalb Common Stock the holder of which has perfected his right to dissent under the Tennessee Business Corporation Act (the “TBCA”) and has not effectively

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withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the TBCA. DeKalb shall give Parent prompt notice upon receipt by DeKalb of any such written demands for payment of the fair value of such shares of DeKalb Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the TBCA. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent at or prior to the Effective Time, the Dissenting Shares held by such holder shall be converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise) after the Effective Time, the Dissenting Shares held by such holder shall be converted on a share by share basis into the Merger Consideration in accordance with the applicable provisions of this Agreement as Parent or the Exchange Agent shall determine. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES BY DEKALB

     DeKalb hereby represents and warrants as follows:

      4.1 Organization, Good Standing and Qualification . DeKalb is a state chartered bank duly organized, validly existing and in good standing under the laws of the State of Tennessee. DeKalb has full corporate power and authority to carry on its business as now conducted and possesses all governmental and other permits, licenses and other authorizations to own, lease or operate its assets and properties as now owned, leased and operated and to carry on its business as presently conducted, except where failure to possess such permit, license or other authorization could not reasonably be expected to have a material adverse effect on the business, results of operations, prospects or financial condition (“Material Adverse Effect”) of DeKalb.

      4.2 Authorization . The Board of Directors of DeKalb has taken all action required by law, its Charter, Bylaws and otherwise to authorize the execution and delivery by DeKalb of this Agreement and the consummation by DeKalb of the transactions contemplated hereby.

      4.3 Valid and Binding Agreement . This Agreement constitutes a valid and binding agreement of DeKalb, enforceable against DeKalb in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights and as to general equity principles.

      4.4 No Violation . Except as set forth on Schedule 4.4, the execution and delivery of this Merger Agreement and any other documents contemplated hereby by DeKalb do not, and the consummation of the transactions contemplated hereby will not, (a) violate any provision of, constitute a default under or otherwise give any person the right to terminate, or result in the creation of any lien or security interest under, any agreement, indenture, instrument, lease, security agreement, mortgage or lien to which DeKalb is a party or by which any of DeKalb’s assets or properties are bound; (b) violate any provision of the Charter or Bylaws of DeKalb; (c) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule or regulation applicable to DeKalb; or (d) violate any other contractual or legal obligation or restriction to which DeKalb is subject.

      4.5 Capitalization . The authorized capital stock of DeKalb consists solely of 1,000,000 shares of DeKalb Common Stock of which 753,272 shares are issued and outstanding. All of the DeKalb Shares are duly authorized, validly issued and outstanding and fully paid and nonassessable and free of preemptive rights. There are no outstanding options, warrants or rights to purchase or acquire from DeKalb any securities of DeKalb, and there are no contracts, commitments, agreements, understandings, arrangements or restrictions to which DeKalb is a party or by which it is bound relating to any shares of capital stock or other securities of DeKalb whether or not outstanding.

      4.6 Title to Properties; Encumbrances . Except as set forth on Schedule 4.6, DeKalb has good, valid and marketable title to all properties and assets it purports to own, real, personal and mixed, tangible and intangible (except for accounts collected or disposed of since the date hereof in the ordinary course of business and consistent

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with past practice), subject to no mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge of any kind, except liens for current taxes not yet due.

      4.7 No Undisclosed Liability . Except as set forth on Schedule 4.7, DeKalb does not have any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due (including, without limitation, liabilities for Taxes (as defined herein) and interest, penalties and other charges payable with respect thereto). The reserves reflected in DeKalb’s internally generated financial statements as of and for the month ended September 30, 2004 are adequate, appropriate and reasonable in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis.

      4.8 Compliance with Applicable Law . DeKalb has in the past duly complied and is presently duly complying, in the conduct of its business and the ownership of its assets with all applicable laws, whether statutory or otherwise, rules, regulations, orders, ordinances, judgments and decrees of all governmental authorities (federal, state, local or otherwise) (collectively, “Laws”). DeKalb has not received any notice of, or notice of any investigation of, a possible violation of any applicable Laws, or any other Law or requirement relating to or affecting the operations or properties of DeKalb.

      4.9 Litigation . Except as set forth in Schedule 4.9, as of the date hereof, there are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of DeKalb, threatened by or against, or otherwise affecting DeKalb at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, agency, instrumentality or authority, the result of which could reasonably be expected to have a Material Adverse Effect on DeKalb.

      4.10 Contracts and Commitments .

          (a) Except as set forth in Schedule 4.10, DeKalb has no contracts, commitments, arrangements or understandings which may involve the expenditure or receipt by DeKalb after the Closing of more than $25,000 for any individual contract, commitment, arrangement or understanding or which was not entered into in the ordinary course of business (“Material Contracts”). Except for required consents per Schedule 4.4, the legal enforceability after the Closing of the rights of DeKalb under any of its Material Contracts will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

          (b) To the knowledge of DeKalb, all of the Material Contracts to which DeKalb is a party or by which it is bound are in full force and effect, are valid and enforceable in accordance with their terms, and no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a default or a basis for force majeure or other claim of excusable delay or non-performance thereunder by DeKalb, or to DeKalb’s knowledge, the other parties thereto.

      4.11 Brokerage Fees . Except as set forth on Schedule 4.11, DeKalb has not done anything to cause or incur any liability or obligation for investment banking, brokerage, finders or agent’s fees, commissions, expenses or charges in connection with the negotiation, preparation, execution or performance of this Agreement or the consummation of the transactions contemplated hereby and DeKalb does not know of any claim by anyone for such a commission or fee.

      4.12 Corporate Records . DeKalb has delivered, provided to, or made available for inspection by, Parent for its review true, complete and correct copies of the following items, as amended and presently in effect, for DeKalb: (a) Charter, (b) Bylaws, (c) minute books, and (d) stock registration books The stock registration books are complete and accurate and contain a complete record of all transactions in DeKalb’s capital stock from the date of its incorporation to the date hereof.

      4.13 Full Disclosure . Neither this Agreement, nor any Schedule, exhibit, list, certificate or other instrument and document furnished or to be furnished by DeKalb to Parent or the Bank pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact required to be stated herein or therein or necessary to make the statements and information contained herein or therein not misleading. DeKalb has not withheld from Parent disclosure of any event, condition or fact which DeKalb knows is likely to have, in

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DeKalb’s reasonable judgment, a Material Adverse Effect on the assets, prospects or condition (financial or otherwise) of DeKalb.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES BY PARENT AND THE BANK

     Parent and the Bank hereby represent and warrant to DeKalb as follows:

      5.1 Organization and Good Standing . Parent is a bank holding company duly organized, validly existing and in good standing under the laws of the State of Tennessee and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Bank is a state chartered bank incorporated under the laws of the State of Tennessee and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

      5.2 Authorization . The Boards of Directors of Parent and the Bank have taken all action required by law, their respective Charters, Bylaws and otherwise to authorize the execution and delivery by Parent and the Bank of this Agreement and the consummation by Parent of the transactions contemplated hereby.

      5.3 Valid and Binding Agreement . This Agreement constitutes a valid and binding agreement of Parent and the Bank, enforceable against Parent and the Bank in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights and as to general equity principles.

      5.4 No Violation . The execution and delivery of this Agreement by Parent and the Bank does not, and the consummation of the transactions contemplated hereby will not, (a) violate any provision, or result in the creation of any lien or security interest under, any agreement, indenture, instrument, lease, security agreement, mortgage or lien to which Parent or the Bank is a party or by which either is bound; (b) violate any provision of Parent’s or the Bank’s Charter or Bylaws; (c) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule or regulation applicable to the Bank or Parent; or (d) violate any other contractual or legal obligation or restriction to which Parent or the Bank is subject.

      5.5 Brokerage Fees . Except as set forth on Schedule 5.5, neither Parent nor the Bank has done anything to cause or incur any liability for investment banking, brokerage, finders or agent’s fees, commissions, expenses or charges in connection with the negotiation, preparation, execution and performance of this Agreement or the consummation of the transactions contemplated hereby, and neither Parent nor the Bank knows of any claim by anyone for such a commission or fee.

      5.6 Parent Common Stock . Parent Common Stock when issued and delivered to the DeKalb shareholders at Closing in accordance with the provisions of this Agreement will be (i) duly authorized, validly issued shares of Common Stock of Parent, fully paid and non-assessable, (ii) registered pursuant to an effective Registration Statement, (iii) registered or exempt from registration under applicable state securities or “Blue Sky” laws, and (iv) eligible for sale under Rule 145 of the Securities Act, subject to the qualifications and limitations set forth in Rule 145 and the DeKalb shareholders’ compliance with the applicable provisions thereof or under the Registration Statement and subject to the Securities and Exchange Commission’s powers generally to issue a stop order with respect to the Registration Statement.

      5.7 Capitalization . The authorized capital stock of Parent consists of 10,000,000 shares of common stock, $2.00 par value per share, of which 4,430,591 shares were issued and outstanding on September 30, 2004. All of the shares of Parent Common Stock to be issued to the DeKalb shareholders in accordance herewith will be offered, issued, sold and delivered by Parent in compliance with all applicable state and federal laws concerning the issuance of securities, and none of such shares will be issued in violation of the preemptive rights of any shareholder.

      5.8 Financial Reports and Securities Documents . Parent’s Annual Report on Form 10-K for the year ended December 31, 2003 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 under the Securities Act, or under

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Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Parent’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Parent and its subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Parent and its subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

      5.9 Full Disclosure . Neither this Agreement, nor any Schedule, exhibit, list, certificate or other instrument and document furnished or to be furnished by Parent or the Bank to DeKalb contains any untrue statement of a material fact or omits to state any material fact required to be stated herein or therein or necessary to make the statements and information contained herein or therein not misleading. Neither Parent nor the Bank has withheld from DeKalb disclosure of any event, condition or fact which Parent or the Bank knows is likely to have, in Parent’s reasonable judgment, a Material Adverse Effect on the assets, prospects or condition (financial or otherwise) of Parent or the Bank.

ARTICLE 6
COVENANTS AND AGREEMENTS OF DEKALB

     DeKalb agrees that from the date hereof until the Closing, and thereafter if so specified, it will use its best efforts to operate generally in the ordinary course consistent with past practices and, without limiting the foregoing, to fulfill the following covenants and agreements, unless otherwise consented to by Parent in writing:

      6.1 Conduct of Business Pending the Closing .

          (a) DeKalb will use its commercially reasonable efforts to maintain, preserve, renew and keep in full force and effect the existence, rights and franchises of DeKalb, to preserve the business organization of DeKalb intact, to keep available to Parent DeKalb’s officers and employees, and to preserve for Parent the present relationships of DeKalb with its customers and others having business relationships with it.

          (b) DeKalb will not intentionally do or omit to do any act, which may cause a material breach of any contract, commitment or obligation of DeKalb.

          (c) DeKalb will duly comply in all material respects with all laws applicable to it and its business and operations and all laws, compliance with which is required for the valid consummation of the transactions contemplated by this Agreement.

          (d) Except as set forth on Schedule 6.1, DeKalb will not (i) grant any increase in the wages or salary of any officer, employee or agent of DeKalb, except normal wage or salary increases for employees and commissions paid in the ordinary course of business and consistent with past practice; (ii) except pursuant to existing compensation arrangements, by means of any bonus or pursuant to any plan or arrangement or otherwise, increase by any amount or to any extent the benefits or compensation of any such officer, employee or agent; (iii) enter into any employment agreement, sales agency or other contract or arrangement with respect to the performance of personal services which is not terminable by it without liability on not more than 30 days notice; (iv) enter into or extend any labor contract with any hourly-paid employees or any union; or (v) agree to take any such action.

          (e) Except in the ordinary course of business and consistent with past practice, DeKalb will not terminate or modify in any material respect any lease, license, permit, contract or other agreement to which it is a party.

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          (f) DeKalb will not mortgage, pledge or subject to lien or any other encumbrance, any of its assets.

          (g) Except as set forth on Schedule 6.1, DeKalb will not declare, pay or make or set aside for payment or making, any dividend or other distribution in respect of its capital stock or other securities, or directly or indirectly redeem, purchase or otherwise acquire any of its capital stock or other securities, except in each case in the ordinary courses of business consistent with past practice.

          (h) Except as set forth on Schedule 6.1, DeKalb will not incur any additional indebtedness except in the ordinary course of business.

          (i) Make, renew or otherwise modify any Loan other than in the ordinary course of business consistent with past practice.

          (j) Enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any federal, state or local court, administrative agency or commission or other governmental authority or instrumentality; or file any application or make any contract with respect to branching or site location or branching or site relocation.

          (k) DeKalb will not enter into any transaction outside the ordinary course of business.

          (1) DeKalb will not enter into any agreement to do any of the foregoing.

      6.2 Access; Further Assurances .

          (a) After the execution of this Agreement and continuing until the Closing, DeKalb shall permit Parent and its counsel, accountants, engineers and other representatives reasonable access upon reasonable prior notice during normal business hours to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to DeKalb and will furnish Parent and its representatives during such period with all such information concerning DeKalb’s affairs and such copies of such documents relating thereto, as Parent or its representatives may reasonably request.

          (b) At any time and from time to time after the Closing, at Parent’s request and expense and without further consideration, DeKalb will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as may be reasonably required in order more effectively to transfer, convey and assign to Parent and to place Parent in possession and control of, and to confirm Parent’s title to, the DeKalb Shares.

      6.3 Schedules . DeKalb shall have the continuing obligation to supplement or amend promptly the Schedules being delivered pursuant to this Agreement with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in these Schedules, and any such amended Schedule shall be deemed incorporated herein.

      6.4 Regulatory Filings . Each of Parent, the Bank and DeKalb shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and governmental authorities necessary to consummate the Merger; and any initial filings with governmental authorities shall be made by Parent as soon as reasonably practicable after the execution hereof. Each of Parent, the Bank and DeKalb shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all written information submitted to any third party or any governmental authority in connection with the Merger. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall consult with the other parties hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and governmental authorities necessary or advisable to consummate the Merger, and each party shall keep the other

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parties apprised of the status of material matters relating to completion of the Merger. Each party agrees, upon request, to furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other parties or any of their subsidiaries to any third party or governmental authority.

      6.5 Consents and Approvals . DeKalb shall, in a timely, accurate and complete manner, take all necessary corporate and other action and use all reasonable efforts to obtain all consents, approvals, permits, licenses and amendments of agreements required of DeKalb to carry out the transactions contemplated in this Agreement and shall provide to Parent such information as Parent may reasonably require to make such filings and prepare such applications as may be required for the consummation by Parent of the transactions contemplated by this Agreement.

ARTICLE 7
COVENANTS AND AGREEMENTS OF PARENT AND THE BANK

      7.1 Further Assurances . At any time and from time to time after the Closing, at DeKalb’s request and expense and without further consideration, Parent and the Bank will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as may be reasonably required in order more effectively to effect or confirm the transactions hereby contemplated and to carry out the purposes of this Agreement.

ARTICLE 8
CONDITIONS TO PARENT’S AND THE BANK’S OBLIGATIONS

     All obligations of Parent and the Bank hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

      8.1 Representations and Warranties . The representations and warranties made by DeKalb in this Agreement and the statements contained in the Schedules attached hereto or in any instrument, list, certificate or writing delivered by DeKalb, pursuant to this Agreement shall be true in all material respects (other than representations and warranties qualified by materiality which shall remain as is) when made and, other than representations made as of a specified date (other than the date of this Agreement), at and as of the time of the Closing as though such representations and warranties were made at and as of the Closing.

      8.2 Performance by the DeKalb . DeKalb shall have performed and complied with all covenants, agreements, obligations and conditions required by this Agreement to be so complied with or performed.

      8.3 Officer’s Certificate . DeKalb shall have delivered to Parent a certificate, dated the Closing Date, signed by DeKalb’s President certifying as to the fulfillment of the conditions specified in Sections 8.1 and 8.2 hereof.