WILSON BANK HOLDING CO (Form: 8-K, Received: 01/06/2009 17:25:49)

/s/ Elmer Richerson

/s/ James Randall Clemons

For the Bank

James Randall Clemons

Date: December 30, 2008

Date: December 30, 2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2008

WILSON BANK HOLDING COMPANY

(Exact Name of Registrant as Specified in Charter)


Tennessee	000-20402	62-1497076
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)


623 West Main Street
Lebanon, Tennessee		37087
(Address of Principal Executive Offices)		(Zip Code)

(615) 444-2265
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 30, 2008, Wilson Bank and Trust (the “Bank”), a wholly-owned subsidiary of Wilson Bank Holding Company, a Tennessee corporation (the “Company”), entered into amendments (the “Amendments”) to the Executive Salary Continuation Agreements, as previously amended and restated, (the “Agreements”), by and between the Bank and certain of the Bank’s officers, including Randall Clemons, Elmer Richerson, Lisa Pominski, Gary Whitaker, John Goodman and John C. McDearman, III (collectively, the “Executives”). The Amendments, along with the Agreements, are filed herewith as exhibits to this Current Report on Form 8-K.

The Amendments were entered into to make technical corrections necessitated by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the following:

	•		adding the defined term “separation from service”;

	•		amending the definition of “disability”;

	•		amending the definition of “change in control”;

	•		amending the amendment and termination provisions of the Agreements;

	•		adding a new Paragraph 24 to the Agreements to require that any payments to be made to the Executive upon his or her termination of employment (including upon retirement) at a time that the Executive is a “specified employee” (as defined in Section 409A) shall be delayed for six months following his or her termination date as required by Section 409A;

	•		adding a new Paragraph 25 to the Agreements to permit the timing of benefits to be accelerated under the Agreements in accordance with and subject to the limitations of Section 409A; and

	•		adding a new paragraph 26 to the Agreements to permit the Bank to change the timing and form of benefits to be provided under the Agreements in accordance with and subject to the limitations of Section 409A.

In addition to the amendments necessitated by Section 409A, the Agreements were also amended as follows:

	•		to clarify that an Executive will “retire” from the Bank as of the December 31 ^st nearest his or her 65 ^th birthday or such later date as the Executive may actually retire;

	•		to require that the Executive must have been continuously employed by the Bank for at least 20 years in order to qualify for “early retirement” following reaching age 55;

•

to modify the calculation of the fixed percentage benefit payable to the Executive upon “retirement” and to eliminate both the requirement that the Bank achieve a certain return on average assets in order for the benefit not to be reduced and the offsets previously applicable to such payments;

•

to modify the calculation of the benefit payable to the Executive upon “early retirement” from a fixed percentage of the Executive’s salary at the time of retirment to the amount of the Executive’s “accrual balance” earned as of the last day of the plan year immediately preceding the date of the Executive’s “early retirement,” and to eliminate the requirement that the Bank achieve a certain return on average assets in order for the benefit not to be reduced;

•

to modify the benefits payable to the Executive upon death, voluntary termination of employment for reasons other than death, disability or retirement or the Executive’s involuntary termination with “cause”;

•

to modify the vesting provisions of the Agreements to provide that the Executive shall become 100% vested in his or her “accrual balance” earned as of the last day of the plan year immediately preceding the year the Executive attains age 55 and completes 20 years of continuous employment with the Bank; and

•

to modify the Agreements to provide that the Executive will be 100% vested in benefits payable upon the Executive’s “normal retirement” or “early retirement” in the event of a “change in control” of the Bank or the Company and that the benefits shall be paid within 30 days following the change in control.

The description of the Amendments set forth herein is qualified in its entirety by reference to the Amendments which are filed herewith and incorporated by reference into this Section 5.02.


Item 9.01		Financial Statements and Exhibits .

(d) Exhibits


	10.1			Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons.

	10.2			Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson.

	10.3			Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski.

	10.4			Amendment, dated December 30, 2008, to Executive Salary Continuation Agreement dated as of March 30, 2006, by and between Wilson Bank and Trust and Johnny D. Goodman III.


	10.5			Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker.

	10.6			Amendment, dated December 30, 2008, to Executive Salary Continuation Agreement dated as of January 1, 2006, by and between Wilson Bank and Trust and John C. McDearman III.

	10.7			Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons.

	10.8			Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson.

	10.9			Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski.

	10.10			Executive Salary Continuation Agreement dated as of March 30, 2006, by and between Wilson Bank and Trust and Johnny D. Goodman III.

	10.11			Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker.

	10.12			Executive Salary Continuation Agreement dated as of July 28, 2006, by and between Wilson Bank and Trust and John C. McDearman III.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WILSON BANK HOLDING COMPANY
	By:	/s/ Randall Clemons
		Randall Clemons
		Chief Executive Officer

Date: January 6, 2009

EXHIBIT INDEX


Exhibit No.		Description
	10.1	Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons.

	10.2	Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson.

	10.3	Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski.

	10.4	Amendment, dated December 30, 2008, to Executive Salary Continuation Agreement dated as of March 30, 2006, by and between Wilson Bank and Trust and Johnny D. Goodman III.

	10.5	Amendment, dated December 30, 2008, to Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker.

	10.6	Amendment, dated December 30, 2008, to Executive Salary Continuation Agreement dated as of January 1, 2006, by and between Wilson Bank and Trust and John C. McDearman III.

	10.7	Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and J. Randall Clemons.

	10.8	Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Elmer Richerson.

	10.9	Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Lisa T. Pominski.


Exhibit No.		Description
	10.10	Executive Salary Continuation Agreement dated as of March 30, 2006, by and between Wilson Bank and Trust and Johnny D. Goodman III.

	10.11	Amended and Restated Executive Salary Continuation Agreement dated as of October 7, 2002, by and between Wilson Bank and Trust and Gary Whitaker.

	10.12	Executive Salary Continuation Agreement dated as of July 28, 2006, by and between Wilson Bank and Trust and John C. McDearman III.

Exhibit 10.1

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
James Randall Clemons

Wilson Bank and Trust (“Bank”) and (“Executive”) originally entered into the Wilson Bank and Trust Executive Salary Continuation Agreement (“Agreement”) on March 30, 1995, which was subsequently amended and restated on October 7, 2002. Pursuant to Paragraph 17 of the Agreement, the Bank and the Executive hereby adopt this 409A Amendment, effective January 1, 2009.

RECITALS

This Amendment is intended to bring the Plan into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

If the Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31st nearest his sixty-fifth (65th) birthday, or such later date as the Executive may actually retire.

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

Early Retirement Date shall mean a retirement from service which is effective prior to age sixty-five (65), provided the Executive has attained age fifty-five (55) and been continuously employed by the Employer for twenty (20) years.

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Notwithstanding anything to the contrary in this Agreement, to the extent that any benefit under this Agreement is payable upon a cessation of services by the Execuitve, such payment(s) shall not be made unless such event constitutes a “Separation from Service” as defined in Treasury Regulations Section 1.409A-1(h).

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Upon retirement in accordance with Paragraph 3(a) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive an annual benefit equal to thirty percent (30%) of the Executive’s salary at the time of retirement payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Upon retirement in accordance with Paragraph 3(b) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive a benefit equal to the Accrual Balance earned as of the last day of the Plan Year immediately preceding the Executive’s Early Retirement Date and as detailed on Schedule A, payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

5 (a) Death During Active Service . If the Executive dies while employed by the Bank, the Bank shall pay to the Executive’s Beneficiary the Accrual Balance earned as of the last day of the Plan Year immediately preceding the Executive’s Date of Death and as detailed on Schedule A, payable within thirty (30) days after the Executive’s death, with the date of payment determined by the bank in its sole discretion.

5 (b) Death During Benefit Period . If the Executive dies after benefit payments under Paragraph 4 of this Agreement commences but before receiving all such payments, or if the Executive is entitled to benefit payments under Paragraph 4 but dies before payments commence, the remaining Accrual Balance shall be payable to the Executive’s Beneficiary in accordance with the applicable payment provisions of Paragraph 4, until fully disbursed. Payments shall be made in the same amounts they would have been made to the Executive had the Executive survived.

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become Disabled while actively employed by the Bank anytime after the effective date of this Agreement but prior to retirement

or early retirement, the Bank will pay an annual benefit equal to sixty percent (60%) of the Executive’s salary and bonus at the time of Disability, payable in equal monthly installments (1/12th of the annual benefit) for a period of one hundred eighty (180) months. “Disability” shall mean Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank, provided that the definition of Disability applied under such Disability insurance program complies with the requirements of Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination. The said monthly payments shall begin the first day of the third month following the month that the Executive becomes Disabled.

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his Accrual Balance paid in equal monthly installments for a period of one hundred eighty (180) months commencing on the first day of the month following the Executive’s sixty-fifth (65th) birthday.

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

8 (a) Vesting . The Participant shall become one hundred percent (100%) vested in the Accrual Balance earned as of the last day of the immediately preceding Plan Year upon attaining age fifty-five (55) and completing twenty (20) years of continuous employment with the Bank. Thereafter, the Participant shall be one hundred percent (100%) vested in the Accrual Balance earned as of the last day of the Plan Year during each additional year of service, until retirement.

8 (b) Accrual Balance . The term “Accrual Balance” as used throughout this Agreement means the liability that should be accrued by the Bank under accounting principles generally accepted in the United States (“GAAP”) for the Bank’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106, and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be determined by the liability accrued by the Bank as of the Effective Date. The projected Accrual Balance is detailed on Schedule A including annual accruals. The Accrual Balance shall be calculated assuming a level principal amount and interest as the discount rate is accrued each period. The principal accrual is determined such that when it is credited with interest each month, the Accrual Balance at retirement, in accordance with Paragraph 3, equals the present value of the retirement benefits described in Paragraph 4(a). At the end of each Plan Year, the Accrual Balance shall be adjusted to reflect the Employer’s obligation under Paragraph 4(a) in terms of the Executive’s actual base salary for that Plan Year. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. The rate is based on the yield on a 20- year corporate bond rated Aa by Moody’s, rounded to the nearest 1/4%, or as otherwise determined by the governing Regulatory body. The initial discount rate is 6.50%. In its sole discretion, the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP and consistent with the Interagency Advisory on Accounting for Deferred Compensation Agreements which states that the “cost of those benefits shall be accrued over that period of the employee’s service in a systematic and rational manner.”

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

The Bank agrees that if there is a change in control of the ownership of the Bank or its parent company, Wilson Bank Holding Company, permits its business activities to be taken over by any other organization, or ceases its business activities or terminates its existence, the Executive will then be considered to be vested in one hundred percent (100%) of the retirement benefit to be paid to the Executive pursuant to Paragraph 4 (a) or 4 (b) above and shall not be subject to the non-compete provisions in Paragraph 11. For purposes of this Paragraph 12, “Change in Control” shall mean a change in “ownership”, “change of effective control” or “a change in the ownership of a substantial portion of the assets” of the Company as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation. Upon a Change in Control, the Executive shall be entitled to the benefits set forth in Subparagraph 4 (a) or 4(b). Said benefits shall commence thirty (30) days following said Change in Control.

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

17 (a) Amendments and Termination . Subject to Section 17 (b) of this Agreement, this Agreement may be amended solely by a written agreement signed by the Bank and by the Executive, and except for termination occurring under Paragraph 17 (b), this Agreement may be terminated solely by the Bank in its sole discretion.

17 (b) Termination or Modification of Agreement Because of Changes in Law, Rules or Regulations. The Bank is entering into this Agreement on the assumption that certain existing tax laws, rules, and regulations will continue in effect in their current form. If that assumption materially changes and the change has a material detrimental effect on this Agreement, then the Bank reserves the right to terminate or modify this Agreement accordingly, This Section 17 (b) shall become null and void effective immediately if a Change in Control occurs.

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than six (6) months after the date of a Separation from Service (as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee” (defined in Treasury Regulation §1.409A-1(i)) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day of the seventh month.

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3(j)(4) to the Executive of deferred amounts, provided that such distribution(s) meets the requirements of Section 1.409A-3(j)(4).

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

The Bank may permit a subsequent change to the time and form of benefit distributions. Any such change shall be considered made only when it becomes irrevocable under the terms of the Agreement. Any change will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules:

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.2

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
Elmer Richerson

RECITALS

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become Disabled while actively employed by the Bank anytime after the effective date of this Agreement but prior to retirement

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.3

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
Lisa T. Pominski

Wilson Bank and Trust (“Bank”) and (“Executive”) originally entered into the Wilson Bank and Trust Executive Salary Continuation Agreement (“Agreement”) on March 21, 2001, which was subsequently amended and restated on October 7, 2002. Pursuant to Paragraph 17 of the Agreement, the Bank and the Executive hereby adopt this 409A Amendment, effective January 1, 2009.

RECITALS

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Upon retirement in accordance with Paragraph 3(a) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive an annual benefit equal to ten percent (10%) of the Executive’s salary at the time of retirement payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become Disabled while actively employed by the Bank anytime after the effective date of this Agreement but prior to retirement

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.4

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
Johnny D. Goodman III

Wilson Bank and Trust (“Bank”) and (“Executive”) originally entered into the Wilson Bank and Trust Executive Salary Continuation Agreement (“Agreement”) on January 1, 2006. Pursuant to Paragraph 17 of the Agreement, the Bank and the Executive hereby adopt this 409A Amendment, effective January 1, 2009.

RECITALS

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Upon retirement in accordance with Paragraph 3(a) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive an annual benefit equal to ten percent (10%) of the Executive’s salary at the time of retirement payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become Disabled while actively employed by the Bank anytime after the effective date of this Agreement but prior to retirement or early retirement, the Bank will pay an annual benefit equal to sixty percent (60%) of the Executive’s salary and bonus at the time of Disability, payable in

equal monthly installments (1/12th of the annual benefit) for a period of one hundred eighty (180) months. “Disability” shall mean Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank, provided that the definition of Disability applied under such Disability insurance program complies with the requirements of Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination. The said monthly payments shall begin the first day of the third month following the month that the Executive becomes Disabled.

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

Bank’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106, and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be determined by the liability accrued by the Bank as of the Effective Date. The projected Accrual Balance is detailed on Schedule A including annual accruals. The Accrual Balance shall be calculated assuming a level principal amount and interest as the discount rate is accrued each period. The principal accrual is determined such that when it is credited with interest each month, the Accrual Balance at retirement, in accordance with Paragraph 3, equals the present value of the retirement benefits described in Paragraph 4(a). At the end of each Plan Year, the Accrual Balance shall be adjusted to reflect the Employer’s obligation under Paragraph 4(a) in terms of the Executive’s actual base salary for that Plan Year. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. The rate is based on the yield on a 20- year corporate bond rated Aa by Moody’s, rounded to the nearest 1/4%, or as otherwise determined by the governing Regulatory body. The initial discount rate is 6.50%. In its sole discretion, the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP and consistent with the Interagency Advisory on Accounting for Deferred Compensation Agreements which states that the “cost of those benefits shall be accrued over that period of the employee’s service in a systematic and rational manner.”

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.5

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
Gary Whitaker

RECITALS

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Upon retirement in accordance with Paragraph 3(a) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive an annual benefit equal to twenty percent (20%) of the Executive’s salary at the time of retirement payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become Disabled while actively employed by the Bank anytime after the effective date of this Agreement but prior to retirement

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.6

409A Amendment
to the
Wilson Bank and Trust
Executive Salary Continuation Agreement for
John C. McDearman III

RECITALS

Subparagraph 3 (a) shall be deleted in its entirety and replaced with the following Subparagraph 3 (a):

Subparagraph 3 (b) shall be deleted in its entirety and replaced with the following Subparagraph 3 (b):

The following provision regarding “Separation from Service” distributions shall be added as a new subparagraph (c) under Paragraph 3, as follows:

SEPARATION FROM SERVICE

Subparagraph 4 (a), including 4 (a) (i), shall be deleted in its entirety and replaced with the following subparagraph 4(a):

Upon retirement in accordance with Paragraph 3(a) and commencing with the first day of the month following the date of such retirement, the Bank shall pay Executive an annual benefit equal to ten percent (10%) of the Executive’s salary at the time of retirement payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

Subparagraph 4 (b) shall be deleted in its entirety and replaced with the following subparagraph 4 (b):

Paragraph 5, “Death Benefit”, shall be deleted in its entirety and replaced with the following Paragraph 5:

DEATH BENEFIT

Paragraph 6, “Disability Benefit Prior to Retirement”, shall be deleted in its entirety and replaced with the following Paragraph 6:

DISABILITY BENEFIT PRIOR TO RETIREMENT

Subparagraph 7 (a) shall be deleted in its entirety and replaced with the following Subparagraph 7 (a):

Paragraph 8, “Vesting”, shall be deleted in its entirety and replaced with the following Paragraph 8:

VESTING

10.

Paragraph 12, “Change of Control”, shall be deleted in its entirety and replaced with the following Paragraph 12:

CHANGE IN CONTROL

11.

Paragraph 17, “Amendment”, shall be deleted in its entirety and replaced with the following Paragraph 17:

AMENDMENT and TERMINATION

12.

A new Paragraph 24 shall be added as follows:

RESTRICTION ON TIMING OF DISTRIBUTION

13.

A new Paragraph 25 shall be added as follows:

CERTAIN ACCELERATED PAYMENTS

14.

A new Paragraph 26 shall be added as follows:

SUBSEQUENT CHANGES TO TIME AND FORM OF PAYMENT

	(1)		the subsequent deferral election may not take effect until at least twelve (12) months after the date on which the election is made;

	(2)		the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

	(3)		in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

Therefore, the foregoing changes are agreed to.

Exhibit 10.7

AMENDED AND RESTATED
WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THE AGREEMENT, made and entered into this 7 day of October, 2002, by and between Wilson Bank and Trust, a Tennessee commercial bank (hereinafter called “Bank”), and James Randall Clemons (hereinafter called the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive has been and continues to be a valued executive of the Bank and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors that the Executive’s services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity; and

WHEREAS, the experience of the Executive, his knowledge of the affairs of the Bank, his reputation and contacts in the industry are so valuable that assurance of his continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure his remaining in the Bank’s employment during his lifetime or until the age of retirement; and

WHEREAS , it is the desire of the Bank that his services be retained as herein provided; and

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay to him or his beneficiaries certain benefits in accordance with the terms and conditions hereinafter set forth:

WHEREAS , the Bank and the Executive are parties to an Executive Salary Continuation Agreement dated the 30 ^th day of March, 1995 between Wilson Bank and Trust and James Randall Clemons that provides for the payment of certain benefits. This Amended and Restated Executive Salary Continuation Agreement and the benefits provided hereunder shall replace and supercede the existing Executive Salary Continuation Agreement and the benefits provided thereby;

ACCORDINGLY, it is the desire of the Bank and the Executive to enter into this agreement under which the Bank will agree to make certain payments to the Executive at retirement or his beneficiary in the event of his premature death while employed by the Bank; and

FURTHERMORE, it is the intent of the parties hereto that this agreement be considered an unfunded arrangement maintained primarily to provide supplemental benefits for the Executive, as a member of a select group of management or highly compensated employees of the Bank for purposes of the Employee Retirement Income Security Act of 1974.

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

The Executive is an employee at will of the Bank. Except as otherwise expressly provided herein, this Agreement does not alter or affect the Executive’s employment relations with the Bank. Nothing contained herein shall be construed as conferring up on the Executive the right to be retained as an employee of the Bank. The Executive agrees to serve the Bank, under the direction of the Board of Directors, faithfully, diligently, competently and to the best of his abilities.

FRINGE BENEFITS

The salary continuation benefits provided by this agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits except as set forth hereinafter.

RETIREMENT DATE

3.	(a)	If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

	(b)	Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

Executives salary and bonus at the time of retirement, less fifty percent (50%) of the Executive’s social security and one hundred percent (100%) of the Bank’s portion of the Executive’s 401(k) and profit sharing payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

(i)

If the Executive retires early as set forth in Subparagraph 3(b), and subject to Paragraph 4(b) and 8, commencing with the first day of the month following the date of the Executive’s sixty-fifth (65 ^th ) birthday, the Bank shall pay Executive an annual benefit equal to Sixty percent (60%) of the Executives salary and bonus at the time of early retirement, less fifty percent (50%) of the Executive’s social security at age sixty-five (65) and one hundred percent (100%) of the Bank’s portion of the Executive’s 401(k) and one hundred percent (100%) of profit sharing assuming a seven percent (7%) growth to Executive’s age sixty-five (65) annuitized (assuming a 15 year annuity), payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

(b)

The Executive’s Retirement Benefit as provided for in Paragraph 4(a) and 4(a)(i) shall be reduced if the Bank’s average return on assets is below one percent (1%) upon Executive’s termination of service. Average return on assets shall be calculated from the effective date of this Agreement to the Executive’s termination of service. Return on assets for this purpose shall be the return on assets of the Bank as defined and disclosed in the Bank’s annual report. If the Bank’s average return on assets during the term of this agreement is below one percent (1%) then the benefit due to the Executive under Paragraph 4(a) shall receive a certain percentage of such benefit in accordance with the following schedule:


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

OTHER TERMINATION OF EMPLOYMENT


7.	(a)	In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment.

	(b)	In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

Except for such benefits provided in Paragraphs 5 and 6, the Executive shall vest in the benefits which are the subject of this Agreement in accordance with the schedule listed in Exhibit 1 to this Agreement. The Executive will be credited with a year of participation for each anniversary

thereafter of the effective date of this Agreement as set forth in Paragraph 22 herein, for which the Executive remains in the employ of the Bank.

BENEFIT ACCOUNTING

The Bank shall account for this benefit using the regulatory accounting principles of the Bank’s primary federal regulators. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

PARTICIPATION IN OTHER PLANS

10.

The benefits provided hereunder shall be in addition to Executive’s annual salary as determined by the Board of Directors, and shall not affect the right of Executive to participate in any current or future Bank Retirement Plan, group insurance, bonus, or in any supplemental compensation arrangement which constitutes a part of the Bank’s regular compensation structure.

NON-COMPETE

11.

The payment of benefits under this Agreement shall be contingent upon the Executive’s not engaging in any activity that directly or indirectly competes with the Bank’s interests for a period of three (3) years commencing on the date the Executive’s employment with the Bank is terminated, within Wilson, Davidson, Sumner, Trousdale, Smith, DeKalb, Cannon, Rutherford and Williamson counties in the State of Tennessee; provided, however, that the Bank shall not be entitled to injunctive enforcement of the non-compete provisions of this Paragraph 11, its sole remedy for a violation by the Executive of the non-compete provisions of this Paragraph 11 being the right to cease the payments of benefits under this Agreement. In the event there is a change of control as defined in Paragraph 12, the provisions of this Paragraph 11 shall not apply, and the Executive shall be entitled to the payment of benefits as set forth in Paragraph 12.

CHANGE OF CONTROL

12.

Paragraph 11. For purposes of this Paragraph 12, “change of control” means that 50% or more of the outstanding common stock of the Bank or Wilson Bank Holding Company shall be held by persons who did not hold such stock immediately prior to the transaction or series of related transactions in which such stock was acquired by such person or persons, unless such shares were acquired in an underwritten public offering. In the event the Executive suffers a termination of service subsequent to a Change of Control, the Executive shall be entitled to the benefits set forth in Subparagraph 4(a)(i) assuming that the Executive was employed by the Bank until age fifty-five (55) or, if the Executive suffers a termination of service subsequent to a Change of Control and the Executive is older than fifty-five (55), then the percentage of the Executive’s salary and bonus shall be determined from the Executive’s salary and bonus at said time of termination. All other reductions set forth in said Subparagraph 4(a)(i) shall be determined to the Executive’s age sixty-five (65). Said benefits shall commence thirty (30) days following said termination of service.

ALIENABILITY

13.

It is agreed that neither the Executive nor his/her spouse nor any designated beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the right thereto are expressly declared to be non- assignable and non-transferable; and, in the event of any attempted assignment or transfer, the Bank shall have no further liability hereunder.

RESTRICTIONS ON FUNDING

14.

The Bank shall have no obligation to set aside earmark, or entrust any fund or money with which to pay its obligations under this Agreement. The Bank reserves the absolute right at its sole discretion to either fund the obligations undertaken by this Agreement or to refrain from funding the same and determine the extent, nature, and method of such funding.

GENERAL ASSETS OF THE BANK

15.

The rights of the Executive under this Agreement and of any beneficiary of the Executive shall be solely those of an unsecured creditor of the Bank. If the Bank shall acquire an insurance policy or any other asset in connection with the liabilities assumed by it hereunder, it is expressly understood and agreed that neither the Executive nor any beneficiary of the Executive shall have any right with respect to, or claim against, such policy or other asset. Such policy or asset shall not be deemed to be held under any trust for the benefit of the Executive or his beneficiaries or to be held in any way as collateral security for the fulfilling of the obligations of the Bank under this Agreement. It shall be, and remain a general,

unpledged unrestricted asset of the Bank and the Executive or any of his beneficiaries shall not have a greater claim to the insurance policy or other assets, or any interest in either of them, than any other general creditor of the Bank.

CLAIMS PROCEDURE

16.	(a)	In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to the Board of Directors of the Bank within sixty (60) days from the date payments are not made. Such claim shall be reviewed by the Board of Directors of the Bank and the Bank. If the claim is denied, in full or in part, the Board of Directors of the Bank shall provide a written notice within ninety (90) days setting forth the specific reasons for denial specific reference to the provisions of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired.

		If a claim is denied and a review is desired, the Executive (or his beneficiary in the case of the Executive’s death), shall notify the Board of Directors of the Bank in writing within sixty (60) days [and a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90)-day period]. In requesting a review, the Executive or his beneficiary may review this Agreement or any documents relating to it and submit any written issue and comments he or she may feel appropriate. In its sole discretion the Plan Administrator shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall state the specific provisions of the Agreement on which the decision is based.

	(b)	For purposes if implementing this claims procedure, the Board of Directors of the Bank shall be responsible for the management, control, and administration of the Agreement as established herein. The Bank may delegate to certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

The Bank, acting in good faith, shall have reasonable discretion to interpret this Agreement. The Bank’s interpretation and actions hereunder, if made in the exercise of good faith discretion and not in an arbitrary and capricious manner, shall be conclusive and binding upon all persons for all purposes. Unless the Board of Directors of the Bank determines otherwise regarding the interpretation of this Agreement or the review of claims pursuant to Paragraph 16, the Chairman of the Board shall interpret this agreement and review any claim acting on behalf of the Bank. Neither the Bank nor any of its officers, employees or members of the Board of Directors (including the Chairman of the Board) shall be liable to the Executive or any other person for any action taken in connection with the interpretation of the Agreement.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

Except as herein otherwise expressly stipulated to the contrary, this Agreement shall be binding upon and inure to benefit of the Executive and the Bank and their respective successors and permitted assigns.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be March 30, 1995.

SUPERSEDE AND REPLACE

23.

This Agreement shall supersede the Executive Salary Continuation Agreement dated the 30 ^th day of March, 1995, and shall constitute the

entire agreement of the parties pertaining to this particular Amended and Restated Executive Salary Continuation Agreement.

IN WITNESS WHEREOF, Wilson Bank and Trust has caused this Agreement to be signed in its corporate name by its duly authorized officer, and attested by its Secretary, and the Executive has hereunto set his hand, all on the day and year first above written.


	WILSON BANK AND TRUST
	Lebanon, TN

	By:	/s/ Elmer Richerson
	Title:	President

ATTEST:

/s/ Becky F. Taylor Secretary

	/s/ James Randall Clemons

	James Randall Clemons

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF		AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION		IN WHICH VESTING OCCURS
1		6%
2		12%
3		18%
4		24%
5		30%
6		36%
7		42%
8		48%
9		54%
10		60%
11		66%
12		72%
13		78%
14		84%
15		90%
16		96%
17 and thereafter		100%

Exhibit 10.8

AMENDED AND RESTATED
WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THE AGREEMENT, made and entered into this 7 day of October, 2002, by and between Wilson Bank and Trust, a Tennessee commercial bank (hereinafter called “Bank”), and H. Elmer Richerson (hereinafter called the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive has been and continues to be a valued executive of the Bank and is now serving the Bank; and

WHEREAS, it is the desire of the Bank that his services be retained as herein provided; and

WHEREAS, the Bank and the Executive are parties to an Executive Salary Continuation Agreement dated the 30 ^th day of March, 1995 between Wilson Bank and Trust and H. Elmer Richerson that provides for the payment of certain benefits. This Amended and Restated Executive Salary Continuation Agreement and the benefits provided hereunder shall replace and supercede the existing Executive Salary Continuation Agreement and the benefits provided thereby;

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

FRINGE BENEFITS

RETIREMENT DATE

3.	(a)	If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

	(b)	Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

(i)

(b)


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

OTHER TERMINATION OF EMPLOYMENT

7.	(a)	In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment.

	(b)	In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

thereafter of the effective date of this Agreement as set forth in Paragraph 22 herein, for which the Executive remains in the employ of the Bank.

BENEFIT ACCOUNTING

PARTICIPATION IN OTHER PLANS

10.

NON-COMPETE

11.

CHANGE OF CONTROL

12.

ALIENABILITY

13.

RESTRICTIONS ON FUNDING

14.

GENERAL ASSETS OF THE BANK

15.

CLAIMS PROCEDURE

16.	(a)	In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to the Board of Directors of the Bank within sixty (60) days from the date payments are not made. Such claim shall be reviewed by the Board of Directors of the Bank and the Bank. If the claim is denied, in full or in part, the Board of Directors of the Bank shall provide a written notice within ninety (90) days setting forth the specific reasons for denial specific reference to the provisions of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired.

		If a claim is denied and a review is desired, the Executive (or his beneficiary in the case of the Executive’s death), shall notify the Board of Directors of the Bank in writing within sixty (60) days [and a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90)-day period]. In requesting a review, the Executive or his beneficiary may review this Agreement or any documents relating to it and submit any written issue and comments he or she may feel appropriate. In its sole discretion the Plan Administrator shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall state the specific provisions of the Agreement on which the decision is based.

	(b)	For purposes if implementing this claims procedure, the Board of Directors of the Bank shall be responsible for the management, control, and administration of the Agreement as established herein. The Bank may delegate to certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be March 30, 1995.

SUPERSEDE AND REPLACE

23.

This Agreement shall supersede the Executive Salary Continuation Agreement dated the 30 ^th day of March, 1995, and shall constitute the

entire agreement of the parties pertaining to this particular Amended and Restated Executive Salary Continuation Agreement.


	WILSON BANK AND TRUST
	Lebanon, TN

	By:	/s/ Randall Clemons
	Title:	CEO

ATTEST:

/s/ Becky F. Taylor Secretary

	/s/ H. Elmer Richerson

	H. Elmer Richerson

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF		AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION		IN WHICH VESTING OCCURS
1		6%
2		12%
3		18%
4		24%
5		30%
6		36%
7		42%
8		48%
9		54%
10		60%
11		66%
12		72%
13		78%
14		84%
15		90%
16		96%
17 and thereafter		100%

Exhibit 10.9

AMENDED AND RESTATED
WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THE AGREEMENT, made and entered into this 7 day of October, 2002, by and between Wilson Bank and Trust, a Tennessee commercial bank (hereinafter called “Bank”), and Lisa Pominski (hereinafter called the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive has been and continues to be a valued executive of the Bank and is now serving the Bank; and

WHEREAS, it is the desire of the Bank that his services be retained as herein provided; and

WHEREAS, the Bank and the Executive are parties to an Executive Salary Continuation Agreement dated the 21 ^st day of March, 2001 between Wilson Bank and Trust and Lisa Pominski that provides for the payment of certain benefits. This Amended and Restated Executive Salary Continuation Agreement and the benefits provided hereunder shall replace and supercede the existing Executive Salary Continuation Agreement and the benefits provided thereby;

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

FRINGE BENEFITS

RETIREMENT DATE

3.	(a)	If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

	(b)	Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

(i)

(b)


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

OTHER TERMINATION OF EMPLOYMENT

7.	(a)	In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment.

	(b)	In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

thereafter of the effective date of this Agreement as set forth in Paragraph 22 herein, for which the Executive remains in the employ of the Bank.

BENEFIT ACCOUNTING

PARTICIPATION IN OTHER PLANS

10.

NON-COMPETE

11.

CHANGE OF CONTROL

12.

ALIENABILITY

13.

It is agreed that neither the Executive nor his/her spouse nor any designated beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable; and, in the event of any attempted assignment or transfer, the Bank shall have no further liability hereunder.

RESTRICTIONS ON FUNDING

14.

GENERAL ASSETS OF THE BANK

15.

CLAIMS PROCEDURE

16.	(a)	In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to the Board of Directors of the Bank within sixty (60) days from the date payments are not made. Such claim shall be reviewed by the Board of Directors of the Bank and the Bank. If the claim is denied, in full or in part, the Board of Directors of the Bank shall provide a written notice within ninety (90) days setting forth the specific reasons for denial specific reference to the provisions of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired.

		If a claim is denied and a review is desired, the Executive (or his beneficiary in the case of the Executive’s death), shall notify the Board of Directors of the Bank in writing within sixty (60) days [and a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90)-day period]. In requesting a review, the Executive or his beneficiary may review this Agreement or any documents relating to it and submit any written issue and comments he or she may feel appropriate. In its sole discretion the Plan Administrator shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall state the specific provisions of the Agreement on which the decision is based.

	(b)	For purposes if implementing this claims procedure, the Board of Directors of the Bank shall be responsible for the management, control, and administration of the Agreement as established herein. The Bank may delegate to certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be March 21, 2001.

SUPERSEDE AND REPLACE

23.

This Agreement shall supersede the Executive Salary Continuation Agreement dated the 21 ^st day of March, 2001, and shall constitute the

entire agreement of the parties pertaining to this particular Amended and Restated Executive Salary Continuation Agreement.


	WILSON BANK AND TRUST
	Lebanon, TN

	By:	/s/ Randall Clemons

	Title:	CEO

ATTEST:

/s/ Becky F. Taylor Secretary

	/s/ Lisa T. Pominski

	Lisa Pominski

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF		AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION		IN WHICH VESTING OCCURS
1		6%
2		12%
3		18%
4		24%
5		30%
6		36%
7		42%
8		48%
9		54%
10		60%
11		66%
12		72%
13		78%
14		84%
15		90%
16		96%
17 and thereafter		100%

Exhibit 10.10

WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 30 ^th day of March, 2006, by and between Wilson Bank and Trust, a Tennessee commercial bank organized and existing under the laws of the State of Tennessee (hereinafter referred to as the “Bank”), and Johnny D. Goodman, III an Executive of the Bank (hereinafter referred to as the “Executive”).

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the “Board”) that the Executive’s services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity; and

WHEREAS, the experience of the Executive, his knowledge of the affairs of the Bank, his reputation, and contacts in the industry are so valuable that assurance of his continued services is essential for the future growth and profits of the Bank and it is in the best interest of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure his remaining in the Bank’s employment during his lifetime or until the age of retirement; and

WHEREAS, it is the desire of the Bank that his services be retained as herein provided; and

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay him or his beneficiaries certain benefits in accordance with the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

FRINGE BENEFITS

RETIREMENT DATE

(a)

If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

(b)

Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

Upon retirement the Bank in accordance with Paragraph 3(a) and subject to Paragraph 4(b) and 8, commencing with the first day of the month following the date of such retirement, shall pay Executive an annual benefit equal to sixty percent (60%) of the Executives salary and bonus at the time of retirement, less fifty percent (50%) of the Executive’s social security and one hundred percent (100%) of the Bank’s portion of the Executive’s 401(k) and profit sharing payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

	(i)		If the Executive retires early as set forth in Subparagraph 3(b), and subject to Paragraph 4(b) and 8, commencing with the first day of the month following the date of the Executive’s sixty-fifth (65 ^th ) birthday, the Bank shall pay Executive an annual benefit equal to Sixty percent (60%) of the Executive’s salary and bonus at the time of early retirement, less fifty percent (50%) of the Executive’s social security at age sixty-five (65) and one hundred percent (100%) of the Bank’s portion of the Executive’s 401(k) and one hundred percent (100%) of profit sharing assuming a seven percent (7%) growth to Executive’s age sixty-five (65) annuitized (assuming a 15 year annuity), payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

			In accordance with the Internal Revenue Code §409 A, if the Executive is a Key Employee, and said Bank is publicly traded at the time of retirement, any such benefit payment shall be withheld for six (6) months following such retirement. The aggregate amount of the first seven (7) months of installments shall be paid at the beginning of the seventh (7 ^th ) month following such retirement.

(b)

The Executive’s Retirement Benefit as provided for in Paragraph 4(a) and 4(a)(i) shall be reduced if the Bank’s average return on assets is below one percent (1%) upon Executive’s termination of employment. Average return on assets shall be calculated from the effective date of this Agreement to the Executive’s termination of employment. Return on assets for this purpose shall be the return on assets of the Bank as defined and disclosed in the Bank’s annual report. If the Bank’s average return on assets during the term of this agreement is below one percent (1%) then the benefit due to the Executive under Paragraph 4(a) shall receive a certain percentage of such benefit in accordance with the following schedule:


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

In the event the Executive should become disabled while actively employed by the Bank at anytime after the effective date of this Agreement but prior to retirement or early retirement, the Bank will pay an annual benefit equal to sixty percent (60%) of the Executives salary and bonus at the time of disability, payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months. “Disabled” for purposes of this Paragraph 6 shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. If there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician mutually selected by the Bank and the Executive and such resolution shall be binding upon all parties to this Agreement.

OTHER TERMINATION OF EMPLOYMENT

(a)

In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment. If the Executive is a Key Employee of a publicly traded bank at the time of termination, payment will be withheld for six (6) months.

(b)

In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or

act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

Except for such benefits provided in Paragraph 6, the Executive shall vest in the accrued liability retirement account in accordance with the schedule listed in Exhibit I to this Agreement. The Executive will be credited with a year of participation for each anniversary thereafter of the effective date of this Agreement as set forth in Paragraph 22 herein, for which the Executive remains in the employ of the Bank.

BENEFIT ACCOUNTING

PARTICIPATION IN OTHER PLANS

10.

NON-COMPETE

11.

CHANGE OF CONTROL

12.

	a.		the acquisition of more than fifty percent (50%) of the value or voting power of the Bank’s stock by a person or group;

	b.		the acquisition in a period of twelve (12) months or less of at least thirty-five percent (35%) of the Bank’s stock by a person or group;

	c.		the replacement of a majority of the Bank’s board in a period of twelve (12) months or less by Directors who were not endorsed by a majority of the current board members; or

	d.		the acquisition in a period of twelve (12) months or less of forty percent (40%) or more of the Bank’s assets by an unrelated entity.

In the event the Executive suffers a termination of employment subsequent to a Change of Control, the Executive shall be entitled to the benefits set forth in Subparagraph 4(a)(i) assuming that the Executive was employed by the Bank until age fifty-five (55) or, if the Executive suffers a termination of service subsequent to a Change of Control and the Executive is older than fifty-five (55), then the percentage of the Executive’s salary and bonus shall be determined from the Executive’s salary and bonus at said time of termination. All other reductions set forth in said Subparagraph 4(a)(i) shall be determined to the Executive’s age sixty-five (65). Said benefits shall commence thirty (30) days following said termination of service and shall be in accordance with IRC §409A.

ALIENABILITY

13.

It is agreed that neither the Executive nor his/her spouse nor any designated beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable; and, in the event of any attempted assignment or transfer, the Bank shall have no further liability hereunder.

RESTRICTIONS ON FUNDING

14.

GENERAL ASSETS OF THE BANK

15.

ADMINISTRATIVE AND CLAIMS PROVISION

	16.		Plan Administrator: The “Plan Administrator” of this Executive Plan shall be Wilson Bank and Trust. As Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

			Claims Procedure :

	a.		Filing a Claim for Benefits :

			Any insured, beneficiary, or other individual, (“Claimant”) entitled to benefits under this Executive Plan will file a claim request with the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the

			Claimant where such forms and instructions may be obtained. If the claim relates to disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).

	b.		Denial of Claim :

			A claim for benefits under this Executive Plan will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Executive Plan. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days. However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator’s control, and for an additional thirty (30) days, if necessary. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

	c.		Content of Notice :

			The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

	(i.)		The specific reason or reasons for the denial;

	(ii.)		Specific reference to pertinent Executive Plan provisions on which the denial is based;

	(iii.)		A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

	(iv.)		Any other information required by applicable regulations, including with respect to disability benefits.

	d.		Review Procedure :

			The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

	(i.)		Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim. If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

	(ii.)		Review and copy (free of charge) pertinent Executive Plan documents, records and other information relevant to the Claimant’s claim for benefits;

	(iii.)		Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

	e.		Decision on Review :

			A decision on review of a denied claim shall be made in the following manner:

(i.)

The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. If the Claimant’s initial claim is for disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s). The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review. In the event that the denied claim pertains to disability, such decision shall not be made later than forty-five (45) days after receipt of the application for review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period of sixty (60) days from the end of the initial period. In the event the denied claim pertains to disability, written notice of such extension shall be

furnished to the Claimant prior to the termination of the initial forty-five (45) day period. In no event shall the extension exceed a period of thirty (30) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

	(ii.)		The decision on review shall be in writing and shall include specific reasons for the decision written in an understandable manner with specific references to the pertinent Executive Plan provisions upon which the decision is based.

	(iii.)		The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

	(iv.)		The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.

	f.		Exhaustion of Remedies :

			A Claimant must follow the claims review procedures under this Executive Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

			Arbitration :

			If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

			Where a dispute arises as to the Bank’s discharge of the Executive “for cause,” such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be January 1, 2006.

IN WITNESS WHEREOF, Wilson Bank and Trust has caused this Agreement to be signed in its corporate name by its duly authorized officer, and attested by its Secretary, and the Executive has hereunto set his hand, all on the day and year first above written.

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF	AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION	IN WHICH VESTING OCCURS
1		6	%
2		12	%
3		18	%
4		24	%
5		30	%
6		36	%
7		42	%
8		48	%
9		54	%
10		60	%
11		66	%
12		72	%
13		78	%
14		84	%
15		90	%
16		96	%
17 and thereafter		100	%

Exhibit 10.11

AMENDED AND RESTATED
WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THE AGREEMENT, made and entered into this 7 day of October, 2002, by and between Wilson Bank and Trust, a Tennessee commercial bank (hereinafter called “Bank”), and Gary Whitaker (hereinafter called the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive has been and continues to be a valued executive of the Bank and is now serving the Bank; and

WHEREAS, it is the desire of the Bank that his services be retained as herein provided; and

WHEREAS, the Bank and the Executive are parties to an Executive Salary Continuation Agreement dated the l ^st day of March, 1998 between Wilson Bank and Trust and Gary Whitaker that provides for the payment of certain benefits. This Amended and Restated Executive Salary Continuation Agreement and the benefits provided hereunder shall replace and supercede the existing Executive Salary Continuation Agreement and the benefits provided thereby;

FURTHERMORE , it is the intent of the parties hereto that this agreement be considered an unfunded arrangement maintained primarily to provide supplemental benefits for the Executive, as a member of a select group of management or highly compensated employees of the Bank for purposes of the Employee Retirement Income Security Act of 1974.

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

FRINGE BENEFITS

RETIREMENT DATE

3.	(a)	If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

	(b)	Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

(i)

(b)


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

OTHER TERMINATION OF EMPLOYMENT

7.	(a)	In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment.

	(b)	In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

thereafter of the effective date of this Agreement as set forth in Paragraph 22 herein, for which the Executive remains in the employ of the Bank.

BENEFIT ACCOUNTING

PARTICIPATION IN OTHER PLANS

10.

NON-COMPETE

11.

CHANGE OF CONTROL

12.

ALIENABILITY

13.

It is agreed that neither the Executive nor his/her spouse nor any designated beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable; and, in the event of any attempted assignment or transfer, the Bank shall have no further liability hereunder.

RESTRICTIONS ON FUNDING

14.

GENERAL ASSETS OF THE BANK

15.

CLAIMS PROCEDURE

16.	(a)	In the event that benefits under this Agreement are not paid to the Executive (or his beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to the Board of Directors of the Bank within sixty (60) days from the date payments are not made. Such claim shall be reviewed by the Board of Directors of the Bank and the Bank. If the claim is denied, in full or in part, the Board of Directors of the Bank shall provide a written notice within ninety (90) days setting forth the specific reasons for denial specific reference to the provisions of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired.

		If a claim is denied and a review is desired, the Executive (or his beneficiary in the case of the Executive’s death), shall notify the Board of Directors of the Bank in writing within sixty (60) days [and a claim shall be deemed denied if the Plan Administrator does not take any action within the aforesaid ninety (90)-day period]. In requesting a review, the Executive or his beneficiary may review this Agreement or any documents relating to it and submit any written issue and comments he or she may feel appropriate. In its sole discretion the Plan Administrator shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall state the specific provisions of the Agreement on which the decision is based.

	(b)	For purposes if implementing this claims procedure, the Board of Directors of the Bank shall be responsible for the management, control, and administration of the Agreement as established herein. The Bank may delegate to certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be March 1, 1998.

SUPERSEDE AND REPLACE

23.

This Agreement shall supersede the Executive Salary Continuation Agreement dated the 1 ^st day of March, 1998, and shall constitute the entire

agreement of the parties pertaining to this particular Amended and Restated Executive Salary Continuation Agreement.

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF	AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION	IN WHICH VESTING OCCURS
1		6	%
2		12	%
3		18	%
4		24	%
5		30	%
6		36	%
7		42	%
8		48	%
9		54	%
10		60	%
11		66	%
12		72	%
13		78	%
14		84	%
15		90	%
16		96	%
17 and thereafter		100	%

Exhibit 10.12

WILSON BANK AND TRUST
EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 28 day of July, 2006, by and between Wilson Bank and Trust, a Tennessee commercial bank organized and existing under the laws of the State of Tennessee (hereinafter referred to as the “Bank”), and John C. McDearman, III an Executive of the Bank (hereinafter referred to as the “Executive”).

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the desire of the Bank that his services be retained as herein provided; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

EMPLOYMENT

FRINGE BENEFITS

RETIREMENT DATE

3.	(a)	If Executive remains in the continuous employ of the Bank, he shall retire from active employment with the Bank as of the December 31 ^st nearest his sixty-fifth (65 ^th ) birthday, unless by action of the Board of Directors his period of active employment shall be shortened or extended.

	(b)	Early Retirement Date shall mean a retirement from service, which is effective prior to the Retirement Date set forth in Subparagraph 3(a) herein, provided the Executive has attained age fifty-five (55).

RETIREMENT BENEFIT

(a)

	(i)		If the Executive retires early as set forth in Subparagraph 3(b), and subject to Paragraph 4(b) and 8, commencing with the first day of the month following the date of the Executive’s sixty-fifth (65 ^th ) birthday, the Bank shall pay Executive an annual benefit equal to Sixty percent (60%) of the Executive’s salary and bonus at the time of early retirement, less fifty percent (50%) of the Executive’s social security at age sixty-five (65) and one hundred percent (100%) of the Bank’s portion of the Executive’s 401(k) and one hundred percent (100%) of profit sharing assuming a seven percent (7%) growth to Executive’s age sixty-five (65) annuitized (assuming a 15 year annuity), payable in equal monthly installments (of 1/12 of the annual benefit) for a period of one hundred eighty (180) months.

			In accordance with the Internal Revenue Code §409 A, if the Executive is a Key Employee, and said Bank is publicly traded at the time of retirement, any such benefit payment shall be withheld for six (6) months following such retirement. The aggregate amount of the first seven (7) months of installments shall be paid at the beginning of the seventh (7 ^th ) month following such retirement.

(b)

The Executive’s Retirement Benefit as provided for in Paragraph 4(a) and 4(a)(i) shall be reduced if the Bank’s average return on assets is below one percent (1%) upon Executive’s termination of employment. Average return on assets shall be calculated from the effective date of this Agreement to the Executive’s termination of employment. Return on assets for this purpose shall be the return on assets of the Bank as defined and disclosed in the Bank’s annual report. If the Bank’s average return on assets during the term of this agreement is below one percent (1%) then the benefit due to the Executive under Paragraph 4(a) shall receive a certain percentage of such benefit in accordance with the following schedule:


Average	Percentage
Return on Assets	of Benefits
1% or greater		100	%
0.90% - 0.99%		90	%
0.80% - 0.89%		80	%
0.70% - 0.79%		70	%
Below 0.70%		0	%

DEATH BENEFIT

In the event of the Executive’s death, this Agreement shall terminate and no death benefits shall be payable hereunder.

DISABILITY BENEFIT PRIOR TO RETIREMENT

OTHER TERMINATION OF EMPLOYMENT

7.	(a)	In the event that the Executive’s employment shall terminate for any reason other than death, disability (as defined in Paragraph 6) or retirement (in accordance with Paragraph 3), by his voluntary action or his discharge by the Bank without cause, the Bank shall pay to the Executive the vested portion of his accrued liability retirement account paid in a lump sum within thirty (30) following said termination of employment. If the Executive is a Key Employee of a publicly traded bank at the time of termination, payment will be withheld for six (6) months.

	(b)	In the event the Executive shall be discharged by the Bank for cause, then all of the Executive’s rights under this Agreement shall terminate and he shall forfeit all benefits under this Agreement. For purposes of this Paragraph 7(b), “for cause” shall mean gross negligence or willful misconduct, the commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, embezzlement, willful violation of any law or any other behavior or

act that results in any adverse effect on the Bank as may be determined by the Bank in its sole discretion.

VESTING

BENEFIT ACCOUNTING

PARTICIPATION IN OTHER PLANS

10.

NON-COMPETE

11.

The payment of benefits under this Agreement shall be contingent upon the Executive’s not engaging in any activity that directly or indirectly competes with the Bank’s interests for a period of 1 year commencing on the date the Executive’s employment with the Bank is terminated, within Wilson, Davidson, Sumner, Trousdale, Smith, DeKalb, Cannon, Rutherford and Williamson counties in the State of Tennessee; provided, however, that the Bank shall not be entitled to injunctive enforcement of the non-compete provisions of this Paragraph 11, its sole remedy for a violation by the Executive of the non-compete provisions of this Paragraph 11 being the right to cease the payments of benefits under this Agreement. In the event there is a change of control as defined in Paragraph 12, the provisions of this Paragraph 11 shall not apply, and the Executive shall be entitled to the payment of benefits as set forth in Paragraph 12.

CHANGE OF CONTROL

12.

	a.		the acquisition of more than fifty percent (50%) of the value or voting power of the Bank’s stock by a person or group;

	b.		the acquisition in a period of twelve (12) months or less of at least thirty-five percent (35%) of the Bank’s stock by a person or group;

	c.		the replacement of a majority of the Bank’s board in a period of twelve (12) months or less by Directors who were not endorsed by a majority of the current board members; or

	d.		the acquisition in a period of twelve (12) months or less of forty percent (40%) or more of the Bank’s assets by an unrelated entity.

ALIENABILITY

13.

RESTRICTIONS ON FUNDING

14.

GENERAL ASSETS OF THE BANK

15.

ADMINISTRATIVE AND CLAIMS PROVISION

	16.		Plan Administrator:

			The “Plan Administrator” of this Executive Plan shall be Wilson Bank and Trust. As Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

			Claims Procedure :

	a.		Filing a Claim for Benefits :

			Any insured, beneficiary, or other individual, (“Claimant”) entitled to benefits under this Executive Plan will file a claim request with the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the

Claimant where such forms and instructions may be obtained. If the claim relates to disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).

	b.		Denial of Claim :

			A claim for benefits under this Executive Plan will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Executive Plan. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days. However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator’s control, and for an additional thirty (30) days, if necessary. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

	c.		Content of Notice :

			The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

	(i.)		The specific reason or reasons for the denial;

	(ii.)		Specific reference to pertinent Executive Plan provisions on which the denial is based;

	(iii.)		A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

	(iv.)		Any other information required by applicable regulations, including with respect to disability benefits.

	d.		Review Procedure :

			The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

	(i.)		Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim. If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

	(ii.)		Review and copy (free of charge) pertinent Executive Plan documents, records and other information relevant to the Claimant’s claim for benefits;

	(iii.)		Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

	e.		Decision on Review :

			A decision on review of a denied claim shall be made in the following manner:

(i.)

	(ii.)		The decision on review shall be in writing and shall include specific reasons for the decision written in an understandable manner with specific references to the pertinent Executive Plan provisions upon which the decision is based.

	(iii.)		The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

	(iv.)		The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.

	f.		Exhaustion of Remedies :

			A Claimant must follow the claims review procedures under this Executive Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

			Arbitration :

			If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

			Where a dispute arises as to the Bank’s discharge of the Executive “for cause,” such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

AMENDMENT

17.

The Agreement may be amended in whole or in part from time to time by the Bank. However, any modification to this Agreement must be in writing.

INTERPRETATION

18.

HEADINGS

19.

Headings and subheadings of this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

APPLICABLE LAW

20.

The validity and interpretation of this Agreement shall be governed by the laws of the State of Tennessee.

BINDING EFFECT

21.

EFFECTIVE DATE

22.

The effective date of this Agreement shall be January 1, 2006.

EXHIBIT 1

VESTING SCHEDULE


YEAR(S) OF	AMOUNT OF RETIREMENT BENEFIT
PARTICIPATION	IN WHICH VESTING OCCURS
1		6	%
2		12	%
3		18	%
4		24	%
5		30	%
6		36	%
7		42	%
8		48	%
9		54	%
10		60	%
11		66	%
12		72	%
13		78	%
14		84	%
15		90	%
16		96	%
17 and thereafter		100	%