Filed Pursuant to Rule 424 (b)(3)
Registration File No. 333-122534

Proxy Statement of Community Bank of Smith County
Prospectus of Wilson Bank Holding Company

     This proxy statement/prospectus is being furnished to shareholders of Community Bank of Smith County, a state chartered bank incorporated under the laws of the State of Tennessee, in connection with the solicitation of proxies by the board of directors of Community Bank of Smith County for use at the special meeting of shareholders of Community Bank of Smith County to be held at 6:30 p.m., local time, on March 24, 2005 at the Community Bank of Gordonsville, 7 New Middleton Highway, Gordonsville, TN 38563. At the special meeting, holders of Community Bank of Smith County common stock, no par value per share, are being asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November 16, 2004, referred to as the merger agreement, among Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County, providing for, among other things, the merger of Community Bank of Smith County with and into Wilson Bank and Trust with Wilson Bank and Trust continuing as the surviving entity of the merger. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus and made a part of this proxy statement/prospectus.

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

     At the effective time of the merger, Community Bank of Smith County will merge with and into Wilson Bank and Trust. Each outstanding share of Community Bank of Smith County common stock, other than shares owned by Wilson Bank Holding Company and shareholders who properly perfect their dissenters’ rights, will be converted into the right to receive 1.0043 shares of Wilson Bank Holding Company common stock. In lieu of any fractional share that Community Bank of Smith County shareholders would otherwise receive, Community Bank of Smith County shareholders will receive cash equal to their fractional share amount multiplied by the last sale price of Wilson Bank Holding Company’s common stock on the date closest to, but not after, the closing date of the merger. For additional information regarding the terms of the merger, see the merger agreement attached as Appendix A to this proxy statement/prospectus and the discussion under “The Merger” beginning on page 20 and “The Merger Agreement” beginning on page 35. Completion of the merger is conditioned upon, among other things, adoption of the merger agreement by the Community Bank of Smith County shareholders and receipt of certain required regulatory approvals.

     Only shareholders who hold shares of Community Bank of Smith County at the close of business of February 1, 2005 will be entitled to vote at the special meeting.

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

     It is very important that your shares be voted at the special meeting. Please take the time to vote by completing and mailing the enclosed proxy card. If you decide to attend our special meeting and wish to change your proxy vote, you may do so by voting in person at the meeting.

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

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

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

     The date of this proxy statement/prospectus is February 24, 2005. This proxy statement/prospectus is first being mailed to the shareholders of Community Bank of Smith County on or about February 24, 2005.

1300 MAIN STREET NORTH
CARTHAGE, TENNESSEE 37030

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 24, 2005

To Community Bank of Smith County Shareholders:

     Notice is hereby given that a special meeting in lieu of an annual meeting of shareholders of Community Bank of Smith County will be held at the Community Bank of Gordonsville, 7 New Middleton Highway, Gordonsville, TN 38563 on March 24, 2005, at 6:30 p.m., local time, for the following purposes:

     We have fixed the close of business on February 1, 2005 as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting. Only holders of Community Bank of Smith County common stock of record at the close of business on that date will be entitled to notice of and to vote at the special meeting. As of the record date, Wilson Bank Holding Company and its directors and officers owned 194,722 of the 387,866 shares of Community Bank of Smith County common stock issued and outstanding.

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

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

     The affirmative vote of the holders of a majority of the shares of Community Bank of Smith County common stock issued and outstanding and entitled to vote at the special meeting is necessary to approve and adopt the merger agreement. Because Wilson Bank Holding Company and its directors and affiliates own in excess of 50% of the outstanding shares of Community Bank of Smith County common stock, approval of the merger is highly likely.

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

Carthage, Tennessee

February 24, 2005

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

TABLE OF CONTENTS

i

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

     If you would like to request any of the documents referred to above, please do so by March 17, 2005 in order to receive them before the special meeting. See “Where You Can Find More Information” beginning on page 53 for more information.

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER

1

2

3

Bank of Smith County. Community Bank of Smith County operates two full-service branches, one in Carthage and one in Gordonsville, Tennessee and is considered a subsidiary of Wilson Bank Holding Company for purposes of the Bank Holding Company Act of 1956. Community Bank of Smith County offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes.

The Special Meeting (page 18)

     The Community Bank of Smith County special meeting will be on March 24, 2005, at 6:30 p.m., local time, at the Community Bank of Gordonsville, 7 New Middleton Highway in Gordonsville, Tennessee. At the Community Bank of Smith County special meeting, you will be asked:

Risk Factors (page 14)

     See “Risk Factors” beginning on page 14 for a discussion of the factors you should carefully consider before deciding how to vote your shares of Community Bank of Smith County common stock at the special meeting.

Reasons for the Merger (page 21)

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

Community Bank of Smith County’s Recommendation to Shareholders (page 19)

     Community Bank of Smith County’s board believes that the merger is fair to you and in your best interests, and the members of the board, other than those directors abstaining from the vote because of the fact that they also serve on the board of directors of Wilson Bank Holding Company, unanimously recommend that you approve the merger agreement attached hereto as Appendix A.

Record Date; Vote Required (page 18)

     You may vote at the Community Bank of Smith County special meeting if you owned Community Bank of Smith County common stock at the close of business on February 1, 2005. On that date, there were 387,866 shares Community Bank of Smith County common stock outstanding and entitled to vote, 193,933 of which were owned by Wilson Bank Holding Company, 328 of which were owned by officers and directors of Wilson Bank Holding Company other than those persons who are also directors of Community Bank of Smith County, and 41,159 of which were owned by the officers and directors of Community Bank of Smith County. You are entitled to cast one vote for each share of common stock you owned on that date.

     In order for the merger to be approved, under Tennessee law, Community Bank of Smith County shareholders holding a majority of the outstanding shares of our common stock on the record date must vote in favor of the merger. Because Wilson Bank Holding Company and its officers and directors own in excess of 50.2% of the outstanding shares of Community Bank of Smith County common stock, approval of the merger is highly likely.

5

traded. Based on information known to Wilson Bank Holding Company’s senior management, the closing sales price for shares of Wilson Bank Holding Company common stock on November 15, 2004 (the day prior to the signing of the merger agreement) was $30.50. On February 16, 2005, the most recent practicable date prior to the mailing of this proxy statement/prospectus, the closing sales price of Wilson Bank Holding Company common stock was $31.50. To the knowledge of the Community Bank of Smith County senior management, the last sale of Community Bank of Smith County common stock was the sale of 160 shares at $26.00 per share on December 14, 2004.

     Based on the exchange ratio in the merger agreement, the market value of the consideration that Community Bank of Smith County’s shareholders, other than Wilson Bank Holding Company, will receive in the merger for each share of Community Bank of Smith County common stock would be approximately $30.63 based on the sale price for Wilson Bank Holding Company’s common stock on November 15, 2004 and $31.64 based on the closing sale price for Wilson Bank Holding Company’s common stock on February 16, 2005.

Number of Shareholders

     As of February 16, 2005, there were approximately 361 shareholders of record of Community Bank of Smith County common stock. As of February 16, 2005, there were approximately 1,651 shareholders of record of Wilson Bank Holding Company common stock.

Shares Held by Certain Shareholders

     Adoption of the merger agreement by Community Bank of Smith County shareholders requires the affirmative vote of the holders of a majority of the shares of Community Bank of Smith County common stock outstanding and entitled to vote at the special meeting. As of February 1, 2005, approximately 10.6% of the outstanding shares of Community Bank of Smith County common stock were held by directors and executive officers of Community Bank of Smith County and their affiliates and an additional 50.1% of the outstanding shares were held by Wilson Bank Holding Company and its directors and executive officers and their affiliates, other than those persons who also serve as directors of Community Bank of Smith County.

13

RISK FACTORS

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

Risks Associated with the Merger

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

     Wilson Bank Holding Company owns 50% of the issued and outstanding shares of Community Bank of Smith County common stock. Additionally, the executive officers and directors of Wilson Bank Holding Company, including those persons who are also directors of Community Bank of Smith County, own 0.29% of the outstanding shares of Community Bank of Smith County. Under Tennessee law and Community Bank of Smith County’s organizational documents, the merger must be approved by the holders of a majority of the outstanding shares of Community Bank of Smith County common stock entitled to vote at the meeting. Because of the ownership of Wilson Bank Holding Company and its officers and directors (all of whom are anticipated to vote in favor of the merger), approval of the merger by the required shareholder vote is highly likely. Furthermore, Wilson Bank Holding Company proposed the merger and its principal terms to the board of directors of Community Bank of Smith County, and was not willing to condition the merger on the approval of the shareholders of Community Bank of Smith County who were not affiliated with Wilson Bank Holding Company. The board of directors of Community Bank of Smith County was aware of these facts when it approved the merger and the board members recommended that the Community Bank of Smith County shareholders vote in favor of the merger. Messrs. Charles Bell, Randall Clemons, and James Comer, all of whom are directors of Wilson Bank Holding Company, abstained from voting on the merger. As described below in the sections entitled “The Merger – Opinion of Community Bank of Smith County’s Financial Advisor” and “The Merger Agreement – Conditions to the Merger,” the board of directors of Community Bank of Smith County must receive the opinion of its financial advisor prior to the mailing of this proxy statement/prospectus to the effect that the merger consideration to be received by the shareholders of Community Bank of Smith County is fair from a financial point of view.

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

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

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

     Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. For a more complete discussion of the conditions to the merger, please see “The Merger Agreement—Conditions to the Merger” beginning on page 37. If the conditions are not satisfied or waived, the merger will not occur or will be delayed, and each of Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County may lose some or all of the intended benefits of the merger. The following conditions must be satisfied or waived, if permissible, before Wilson Bank Holding Company and Community Bank of Smith County are obligated to complete the merger:

14

Risks Related to Wilson Bank Holding Company’s Business

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

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

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

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

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

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

15

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

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

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

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

16

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

17

THE SPECIAL MEETING

General; Dates, Times and Places

     Community Bank of Smith County and Wilson Bank Holding Company have mailed this proxy statement/prospectus to you, on or about February 24, 2005, and included with it the notice of special meeting of Community Bank of Smith County shareholders. Community Bank of Smith County also has included a form of proxy that Community Bank of Smith County’s board of directors is soliciting for use at the Community Bank of Smith County special meeting to be held on March 24, 2005 at 6:30 p.m., local time, at the Community Bank of Gordonsville, 7 New Middleton Highway in Gordonsville, Tennessee. This proxy statement/prospectus is also furnished to you as a prospectus in connection with Wilson Bank Holding Company’s issuance of shares of Wilson Bank Holding Company common stock pursuant to the merger agreement.

Purpose of the Community Bank of Smith County Meeting

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

Revocation of Proxies

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

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

Record Date

     The Community Bank of Smith County board of directors has fixed the close of business on February 1, 2005, as the record date for the determination of the holders of Community Bank of Smith County common stock entitled to receive notice of and to vote at the special meeting. Only holders of record of shares of Community Bank of Smith County common stock on the record date will be entitled to notice of and to vote at the special meeting.

Vote Required

     As of the record date there were 387,866 shares of Community Bank of Smith County common stock outstanding, each of which is entitled to one vote on the merger agreement and the merger, and each other matter properly submitted at the special meeting. Approval and adoption of the merger agreement by the Community Bank of Smith County shareholders requires the affirmative vote of a majority of the votes entitled to be cast by the holders of record of the Community Bank of Smith County common stock. Under Community Bank of Smith County’s bylaws, the presence, in person, or by proxy, of the holders of a majority of the shares of Community Bank of Smith County common stock outstanding and entitled to vote is necessary to constitute a quorum at the special meeting. The Community Bank of Smith County board recommends that the Community Bank of Smith County shareholders vote FOR approval and adoption of the merger and the merger agreement.

     To Community Bank of Smith County’s knowledge, Wilson Bank Holding Company is the only Community Bank of Smith County shareholder that owned greater than 5% of the outstanding Community Bank of Smith County common stock as of February 16, 2005.

18

     Based on the 387,866 shares of Community Bank of Smith County common stock outstanding on February 1, 2005, a total of 193,934 shares must be voted in favor of the proposal for the merger agreement and merger to be approved by the Community Bank of Smith County shareholders. As of February 1, 2005, the directors and executive officers of Community Bank of Smith County, and their affiliates, as a group, beneficially owned 41,159 of the outstanding shares of Community Bank of Smith County common stock and the directors and executive officers of Wilson Bank Holding Company, and their affiliates, as a group, other than those persons who are also directors of Community Bank of Smith County, beneficially owned 328 of the outstanding shares of Community Bank of Smith County common stock. Therefore, as of February 1, 2005 the directors and executive officers of Community Bank of Smith County and their affiliates, as a group, combined with the directors and executive officers of Wilson Bank Holding Company and their affiliates, as a group, other than those persons who are also directors of Community Bank of Smith County, beneficially owned 21.4% of the 193,934 shares required for approval of the merger agreement and merger. As of the record date, Wilson Bank Holding Company owned 193,933 of the 387,866 shares of Community Bank of Smith County common stock outstanding. Because it is expected that Wilson Bank Holding Company and its directors and executive officers owning Community Bank of Smith County common stock will vote in favor of the merger, approval of the merger is highly likely.

Quorum; Broker Abstentions and Broker Non-Votes

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

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

Recommendation of the Board

     The Community Bank of Smith County board of directors has approved and adopted the merger agreement and recommends that Community Bank of Smith County shareholders vote “FOR” the adoption of the merger agreement. Messrs. Charles Bell, Randall Clemons and James Comer, who are also directors of Wilson Bank Holding Company, abstained from voting on the merger.

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

Surrender of Stock Certificates

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

Miscellaneous

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

19

THE MERGER

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

General Description of the Merger

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

     Each share of Community Bank of Smith County common stock outstanding at the effective time of the merger will be converted automatically into the right to receive 1.0043 shares of Wilson Bank Holding Company common stock. Wilson Bank Holding Company will not issue fractional shares of Wilson Bank Holding Company common stock. Instead, in lieu of any fractional share that Community Bank of Smith County shareholders would otherwise receive, Community Bank of Smith County shareholders will receive cash equal to their fractional share amount multiplied by the last sale price of Wilson Bank Holding Company’s common stock on the date closest to, but not after, the closing date of the merger.

     Based on the exchange ratio and the number of shares of Community Bank of Smith County common stock and Wilson Bank Holding Company common stock outstanding and assuming that none of the Community Bank of Smith County shareholders exercise their dissenters’ rights, approximately 195,000 shares of Wilson Bank Holding Company common stock will be issued to shareholders of Community Bank of Smith County, other than Wilson Bank Holding Company, pursuant to the merger agreement, representing approximately 4.16% of the Wilson Bank Holding Company common stock outstanding immediately after the merger.

Background of the Merger

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

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

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

     At a Community Bank of Smith County board of directors meeting held on September 7, 2004, Randall Clemons, the Chief Executive Officer of Wilson Bank Holding Company and a director of Community Bank of Smith County, presented a proposal from Wilson Bank Holding Company to acquire the other 50% of the outstanding shares of Community Bank of Smith County common stock not owned by Wilson Bank Holding Company. At that meeting, the proposed terms of the merger were discussed, including that the shareholders of Community Bank of Smith County, other than Wilson Bank Holding Company, would receive shares of Wilson Bank Holding Company common stock in exchange for their shares of Community Bank of

20

Smith County common stock based on the respective book values of each company’s common stock as of December 31, 2004, as determined by an outside financial advisory firm. At that meeting, the Community Bank of Smith County board of directors discussed the concerns of its members as they related to the shareholders and employees of Community Bank of Smith County and all of the directors present at the meeting, other than Messrs. Bell, Clemons and Comer, unanimously approved the transaction.

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

     On October 12, 2004, the board of directors of Community Bank of Smith County held a meeting to discuss the terms of the draft of the merger agreement and to engage PBS as its financial advisor. At that meeting, representatives of PBS discussed with the Community Bank of Smith County board of directors the procedures to be used by PBS to evaluate the book values of Community Bank of Smith County and Wilson Bank Holding Company in connection with establishing the merger consideration, and the board of directors approved the engagement of PBS as its financial advisor. At this meeting, the members of the board of directors were also given a copy of a draft of the merger agreement to review for discussion at a future meeting of the board of directors.

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

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

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

     At the November 9, 2004, meeting of the Community Bank of Smith County board of directors, a revised draft of the merger agreement was presented to the board in response to the concerns expressed by certain members of the board following its October 12, 2004 meeting. The changes to the merger agreement were reviewed by the board and a general discussion followed regarding the manner in which the book values of Community Bank of Smith County and Wilson Bank Holding Company could be adjusted by PBS in determining the merger consideration. Following a discussion of the merger agreement, the board of directors voted to approve the merger agreement and all of the directors voted in favor of the merger and to approve and adopt the merger agreement and to recommend that the shareholders of Community Bank of Smith County vote “For” approval and adoption of the merger agreement. Messrs. Charles Bell, Randall Clemons and James Comer, each of whom is a director of Wilson Bank Holding Company, abstained from voting.

     On November 16, 2004, Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County executed the merger agreement. On January 24, 2005 and January 25, 2005, representatives of PBS met with the boards of directors of Wilson Bank Holding Company and Community Bank of Smith County to present the fairness opinion and to discuss the fairness, from a financial perspective, of the merger consideration.

Wilson Bank Holding Company’s Reasons for the Merger

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

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

21

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

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

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

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

Community Bank of Smith County’s Reasons for the Merger

     In approving, adopting and authorizing the merger and the merger agreement, Community Bank of Smith County’s board of directors considered a number of factors, including, without limitation, those described in the following paragraphs. The Community Bank of Smith County board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available to it and the factors presented to and considered by it. In

22

addition, individual directors may have given different weight to different factors. In reaching its decision, the Community Bank of Smith County board consulted with management, representatives of Wilson Bank Holding Company and with its legal counsel with respect to the merger agreement and the transactions contemplated thereby.

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

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

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

23

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

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

Opinion of Community Bank of Smith County’s Financial Advisor

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

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

     PBS performed certain analyses described herein and presented the range of values for Community Bank of Smith County, resulting from such analyses, to the Community Bank of Smith County board of directors in connection with its advice as to the fairness of the consideration to be paid to the Community Bank of Smith County shareholders.

     A fairness opinion of PBS was delivered to the Community Bank of Smith County board of directors of the Bank on January 25, 2005 at a special meeting of the Community Bank of Smith County board of directors. A copy of the fairness opinion, which includes a summary of the assumptions made and information analyzed in deriving the fairness opinion, is attached as Appendix C to this proxy statement/prospectus and should be read in its entirety.

     In arriving at its fairness opinion, PBS reviewed certain publicly available business and financial information relating to Community Bank of Smith County and Wilson Bank Holding Company. PBS considered certain financial and stock market data of Community Bank of Smith County and Wilson Bank Holding Company, compared that data with similar data for certain other bank holding companies and considered the financial terms of certain other comparable bank transactions that had recently been effected. PBS also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that it deemed relevant. In connection with its review, PBS did not independently verify the foregoing information and relied on such information as being complete and accurate in all material respects. Financial forecasts prepared by PBS were based on assumptions believed by PBS to be reasonable and to reflect currently available information. PBS did not make an independent evaluation or appraisal of the assets of Community Bank of Smith County or Wilson Bank Holding Company.

     As part of preparing this fairness opinion, PBS performed a limited scope due diligence review of Wilson Bank Holding Company and Community Bank of Smith County the week of December 20^th 2004, at Wilson Bank Holding Company’s and Community Bank of Smith County’s corporate offices. As part of the due diligence, PBS reviewed among other things the following items:

24

     PBS also reviewed and analyzed the historical performance of Community Bank of Smith County including:

     PBS reviewed and tabulated statistical data regarding the loan portfolio, securities portfolio and other performance ratios and statistics. Financial projections were prepared and analyzed as well as other financial studies, analyses and investigations as deemed relevant for the purposes of this opinion. In review of the aforementioned information, PBS took into account its assessment of general market and financial conditions, its experience in other similar transactions, and its knowledge of the banking industry generally.

     In connection with rendering the fairness opinion and preparing its written and oral presentation to Community Bank of Smith County’s board of directors, PBS performed a variety of financial analyses, including those summarized herein. The summary does not purport to be a complete description of the analyses performed by PBS in this regard. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and therefore, such an opinion is not readily susceptible to summary description. Accordingly, notwithstanding the separate factors summarized below, PBS believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, could create an incomplete view of the evaluation process underlying its opinion. In performing its analyses, PBS made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond Community Bank of Smith County’s or Wilson Bank Holding Company’s control. The analyses performed by PBS are not necessarily indicative of actual values or future results, which may be significantly more or less

25

favorable than suggested by such analyses. In addition, analyses relating to the values of businesses do not purport to be appraisals or to reflect the process by which businesses actually may be sold.

     In the proposed merger, Community Bank of Smith County shareholders will receive 1.0043 shares of Wilson Bank Holding Company’s common stock for each share of Community Bank of Smith County held by them at the effective time. As such, Wilson Bank Holding Company will issue approximately 194,766 shares of its common stock in exchange for the 193,933 shares of Community Bank of Smith County common stock outstanding that are not owned by Wilson Bank Holding Company. The 193,933 shares of Community Bank of Smith County common stock currently owned by Wilson Bank Holding Company will be cancelled at the effective time of the merger.

     On January 25, 2005, the proposed consideration to be received by the Community Bank of Smith County shareholders represented $31.64 per share based on the closing price of Wilson Bank Holding Company’s common stock on January 25, 2005.

     The $31.64 per share represents a multiple of Community Bank of Smith County’s December 31, 2004 stated common equity of 1.95X, a multiple of Community Bank of Smith County’s 2004 stated net income of 22.05X and a premium of 13.36% over Community Bank of Smith County’s weighted average price per share since January 1, 2004 of $27.91. In addition, the proposed consideration to be received by Community Bank of Smith County’s shareholders represents 16.30% of Community Bank of Smith County’s December 31, 2004 total deposits and a 10.40% premium over Community Bank of Smith County’s December 31, 2004 tangible equity as a percentage of the Community Bank of Smith County’s December 31, 2004 core deposits.

     Acquisition Comparison Analysis: In performing this analysis, PBS reviewed the 89 bank transactions in the states of Tennessee, Kentucky, South Carolina, North Carolina, Georgia and Alabama since June 30, 2001, for which financial information was available. The purpose of the analysis was to obtain an evaluation range of Community Bank of Smith County based on these comparable group bank acquisition transactions. Median multiples of book value, earnings, deposits and the premium paid over the seller’s tangible equity as a percentage of the acquired institution’s core deposits implied by the comparable group transactions were utilized in obtaining a range for the acquisition value of Community Bank of Smith County. In addition to reviewing recent comparable group bank transactions, PBS performed separate comparable analyses for transactions where the bank being acquired had total assets between $75 — $150 million and had an equity to assets ratio between 6.5% and 8.5%, transactions where the shareholders of the entity being acquired received all stock, and transactions in Tennessee since June 30, 2001. Median values for the 89 comparable group transactions expressed as multiples of book value and earnings were 1.96 and 22.92, respectively and median premiums on deposits and franchise premiums over core deposits were 21.66% and 13.94%, respectively. The following tables demonstrate the median multiples of book value and earnings as compared to the comparable group, as well as, acquisition pricing for the comparable group transactions’ median percentiles.

26

Acquisition Pricing for Comparable Group Transactions
Median Multiples

Acquisition Pricing for Comparable Group Transactions
Median Percentages

Comparable Group Transactions
Proposed Transaction Percentile Rankings

Comparable Group Transactions
Proposed Transaction Percentile Rankings

27

     Adjusted Net Asset Value Analysis: PBS reviewed the Community Bank of Smith County’s balance sheet data to determine the amount of material adjustments required to the stockholders’ equity of Community Bank of Smith County based on differences between the market value of Community Bank of Smith County’s assets and those assets’ value reflected on Community Bank of Smith County’s financial statements. PBS determined that one adjustment was warranted. PBS increased the Community Bank of Smith County’s equity by $2,601,000 to reflect an estimated increase in the value of the core deposits on Community Bank of Smith County’s books as of December 31, 2004. The aggregate adjusted net asset value of Community Bank of Smith County was determined to be $8,811,000 or $22.98 per Community Bank of Smith County common share.

     Discounted Earnings Analysis: A dividend discount analysis was performed by PBS pursuant to which a range of values of Community Bank of Smith County was determined by adding (i) the present value of estimated future dividend streams that Community Bank of Smith County could generate over a five-year period and (ii) the present value of the “terminal value” of Community Bank of Smith County’s earnings and equity at the end of the fifth year. The “terminal value” of the Community Bank of Smith County’s earnings and equity at the end of the five-year period was determined by applying a multiple of 1.96 times the projected terminal year’s equity. The 1.96 multiple represents the median price paid as a multiple of equity for all comparable group bank transactions effected since June 30, 2001 when Financial Accounting Statements 141 and 142 went into effect.

     Dividend streams and terminal values were discounted to present values using a discount rate of 13%. This rate reflects assumptions regarding the required rate of return of holders or buyers of Community Bank of Smith County’s common stock. The aggregate value of Community Bank of Smith County, determined by adding the present value of the total cash flows, was $11,974,000 or $31.23 per share. In addition, using the five-year projection as a base, a twenty-year projection was prepared assuming an annual growth rate in assets of 6.0% in years one through five and 4.0% in years six through twenty. Community Bank of Smith County’s return on assets was assumed to equal 1.30% in year one, 1.30% in year two and 1.35% in years three through five and then increase to 1.40% by year six and remain constant at this level for the remainder of the analysis. Dividends equal to 40.0% of net income were assumed to be paid in years one through five then were assumed to increase to 70.0% of net income in years six through twenty. This long-term projection resulted in an aggregate value of $9,063,000 or $23.64 per share of Community Bank of Smith County common stock.

     Pro Forma Merger Analysis: PBS compared the historical performance of Wilson Bank Holding Company to that of publicly traded regional bank holding companies as well as to Community Bank of Smith County. This analysis included, among other things, a comparison of profitability, asset quality and capital measures. In addition, the contribution of Community Bank of Smith County and Wilson Bank Holding Company to the income statement and balance sheet of the pro forma combined company was analyzed in relation to the pro forma ownership position of Community Bank of Smith County’s shareholders in the combined institution.

     The effect of the affiliation on the historical and pro forma financial data of Community Bank of Smith County was prepared and analyzed. Community Bank of Smith County’s historical financial data was compared to the pro forma combined historical and projected earnings, book value and dividends per share.

     The fairness opinion is directed only to the question of whether the consideration to be received by Community Bank of Smith County’s shareholders under the Agreement is fair and equitable from a financial perspective and does not constitute a recommendation to any Community Bank of Smith County shareholder to vote in favor of the affiliation. No limitations were imposed on PBS regarding the scope of its investigation or otherwise by Community Bank of Smith County.

     Based on the results of the various analyses described above, PBS concluded that the consideration to be received by Community Bank of Smith County’s shareholders under the merger agreement is fair and equitable from a financial perspective to the shareholders of Community Bank of Smith County.

     PBS will receive total fees of approximately $15,000 for all services performed in connection with the merger of Community Bank of Smith County with and into Wilson Bank and Trust. It will also be compensated for the services it performed in connection with the merger of DeKalb Community Bank with and into Wilson Bank and Trust. Community Bank of Smith County will be responsible for the payment of its fees to PBS, but will be reimbursed for these expenses by Wilson Bank and Trust. In addition, Community Bank of Smith County has agreed to indemnify PBS and its directors, officers and employees, from liability in connection with the transaction, and to hold PBS harmless from any losses, actions, claims, damages, expenses or liabilities related to any of PBS’ acts or decisions made in good faith and in the best interest of Community Bank of Smith County.

Merger Consideration

     Upon consummation of the merger, each outstanding share of Community Bank of Smith County common stock, other than those owned by Wilson Bank Holding Company and the Community Bank of Smith County shareholders who properly

28

perfect their dissenters’ rights, will be converted into the right to receive 1.0043 shares of Wilson Bank Holding Company common stock. No fractional shares of Wilson Bank Holding Company common stock will be issued in connection with the merger. Instead Community Bank of Smith County shareholders will receive an amount of cash in lieu of a fraction of a share of Wilson Bank Holding Company common stock equal to their fractional share amount multiplied by the last sale price of Wilson Bank Holding Company common stock on the date closest to, but not after, the closing date for the merger.

Completion and Effectiveness of the Merger

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

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

Exchange of Stock Certificates

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

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

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

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

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

Interests of Certain Persons in the Merger

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

     Three of Community Bank of Smith County’s directors, Messrs. Bell, Clemons and Comer, are also members of the board of directors of Wilson Bank Holding Company. In addition, Mr. Clemons is the Chief Executive Officer and President of Wilson Bank Holding Company. Because of these relationships to Wilson Bank Holding Company, these three directors abstained from voting to approve and adopt the merger agreement.

29

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

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

Community Bank of Smith County Common Stock Ownership

     The following table provides information about each shareholder of Community Bank of Smith County that owned beneficially more than 5% of the outstanding shares of Community Bank of Smith County common stock as of February 16, 2005:

     The following table provides information about the beneficial ownership of Community Bank of Smith County common stock as of February 16, 2005, by each director of Community Bank of Smith County, each executive officer of Community Bank of Smith County and by all Community Bank of Smith County directors and executive officers as a group. Unless otherwise noted, each person named in the table has sole voting and investment power (or shares such powers with his spouse) for all shares shown.

     For purposes of this table, a person is deemed to be the “beneficial owner” of securities that can be acquired within 60 days of February 16, 2005 through the exercise of any option, warrant or right. As of February 16, 2005, there were no outstanding options or warrants or other rights to acquire Community Bank of Smith County common stock. The amounts and percentages are based upon 387,866 shares of Community Bank of Smith County common stock outstanding as of February 16, 2005.

30

Wilson Bank Holding Company Common Stock Ownership

     The following table sets forth information, as of February 16, 2005, regarding the beneficial ownership of Wilson Bank Holding Company’s common stock by (i) each person or group known by Wilson Bank Holding Company to be the beneficial owner of more than five percent of the common stock, (ii) each director of Wilson Bank Holding Company, (iii) each executive officer named in the Summary Compensation Table contained in Wilson Bank Holding Company’s Proxy Statement on Schedule 14A filed with the SEC on March 15, 2004; and (iv) all directors and executive officers of Wilson Bank Holding Company as a group. The number of shares beneficially owned is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose.

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

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

31

Regulatory Matters

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

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

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

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

     Wilson Bank Holding Company made application to the Federal Reserve on January 28, 2005, the FDIC on January 27, 2005, and the Tennessee Department of Financial Institutions on January 25, 2005 for the requisite approvals. As of the date of this proxy statement/prospectus, none of the required approvals had been received.

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

Material United States Federal Income Tax Consequences

     The following summary discloses some of the federal income tax consequences of the merger. The summary is based upon the Internal Revenue Code, applicable Treasury regulations and administrative rulings and judicial authority as of the date of this proxy statement/prospectus. All of the foregoing are subject to change, possibly with retroactive effect, and the change could affect the continuing validity of the discussion. The discussion assumes that Community Bank of Smith County shareholders hold their shares as capital assets. Further, the discussion does not address the tax consequences that may be relevant to a particular Community Bank of Smith County shareholder subject to special treatment under federal income tax laws, like dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, non-United States persons, tax-exempt organizations, or Community Bank of Smith County shareholders that hold Community Bank of Smith County common stock as part of a straddle or conversion transaction. The discussion does not address any consequences arising under the laws of any state, locality or foreign jurisdiction.

     Community Bank of Smith County shareholders will not recognize income, gain or loss upon the receipt of Wilson Bank Holding Company common stock in exchange for their shares of Community Bank of Smith County common stock pursuant to the merger. The aggregate tax basis of the shares of Wilson Bank Holding Company common stock received by Community Bank of Smith County shareholders, including any fractional share of Wilson Bank Holding Company common stock for which cash is received, will be the same as the tax basis of the shares of Community Bank of Smith County common stock exchanged for the Wilson Bank Holding Company common stock. The holding period of the shares of Wilson Bank Holding Company common stock received by Community Bank of Smith County shareholders will include the holding period of Community Bank of Smith

32

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

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

Accounting Treatment

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

Dissenters’ Rights

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

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

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

     In order to be eligible to exercise the right to dissent, a shareholder must file with Community Bank of Smith County a written objection to the merger, stating that he intends to dissent if the merger is effected. Such statement must be filed before the vote is taken at the special meeting, and it must be addressed as follows: Community Bank of Smith County, 1300 Main Street North, Carthage, Tennessee 37030, Attention: J. Randall Clemons, Corporate Secretary. It is not necessary for a dissenting shareholder to vote against the merger to preserve dissenters’ rights; however, such rights will be lost if the shareholder votes in favor of the merger.

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

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

33

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

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

     Section 48-23-101 of the Tennessee Business Corporation Act provides that the “fair value” of shares shall be determined immediately before the effectuation of the merger, “excluding any appreciation or depreciation of shares in anticipation of such corporate action.” The value so determined could be more or less than the value of the merger consideration into which shares of the common stock are to be converted pursuant to the merger. Any dissenting shareholder who perfects such holder’s rights to be paid the fair value of such holder’s shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “ The Merger – Material United States Federal Income Tax Consequences” on Page 32.

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

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

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

Restrictions on Ability to Sell Wilson Bank Holding Company Common Stock

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

Listing of Shares Issued to Community Bank of Smith County Shareholders

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

34

THE MERGER AGREEMENT

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

Structure of the Merger and Conversion of Community Bank of Smith County Common Stock

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

     At the effective time of the merger, each outstanding share of Community Bank of Smith County common stock, other than shares owned by Wilson Bank Holding Company and shares owned by shareholders who properly perfect their dissenters’ rights, will be converted into the right to receive 1.0043 shares of Wilson Bank Holding Company common stock. No fractional shares of Wilson Bank Holding Company common stock will be issued in connection with the merger. Instead, in lieu of any fractional share that Community Bank of Smith County shareholders would otherwise receive, Community Bank of Smith County shareholders will receive cash equal to your fractional share amount multiplied by the last sale price of Wilson Bank Holding Company’s common stock on the date closest to, but not after, the closing date of the merger.

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

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

Closing and Effective Time

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

Representations and Warranties

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

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

35

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

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

Business Pending the Merger

     Community Bank of Smith County has agreed that until the merger occurs or the merger agreement is terminated, unless Wilson Bank Holding Company otherwise consents in writing, it will use its best efforts to operate generally in the ordinary course consistent with past practices and, without limiting the foregoing, to fulfill the following covenants and agreements:

36

Conditions to the Merger

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

37

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

38

Termination of the Merger Agreement

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

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

Amendment of the Merger Agreement

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

Expenses of the Merger

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

APPRAISAL RIGHTS FOR COMMUNITY BANK OF SMITH COUNTY SHAREHOLDERS

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

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

39

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

     In order to be eligible to exercise the right to dissent, a shareholder must file with Community Bank of Smith County a written objection to the merger, stating that he intends to dissent if the merger is effected. Such statement must be filed before the vote is taken at the special meeting, and it must be addressed as follows: Community Bank of Smith County, 1300 Main Street North, Carthage, Tennessee 37030, Attention: J. Randall Clemons, Corporate Secretary. It is not necessary for a dissenting shareholder to vote against the merger to preserve dissenters’ rights; however, such rights will be lost if the shareholder votes in favor of the merger.

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

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

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

     Section 48-23-101 of the Tennessee Business Corporation Act provides that the “fair value” of shares shall be determined immediately before the effectuation of the merger, “excluding any appreciation or depreciation of shares in anticipation of such corporate action.” The value so determined could be more or less than the value of the merger consideration into which shares of the common stock are to be converted pursuant to the merger. Any dissenting shareholder who perfects such holder’s rights to be paid the fair value of such holder’s shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “The Merger—Material United States Federal Income Tax Consequences” on Page 32.

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

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

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

40

INFORMATION CONCERNING COMMUNITY BANK OF SMITH COUNTY

Business of Community Bank of Smith County and Market Area Served

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

     As of September 30, 2004, Community Bank of Smith County had total assets of approximately $79.2 million, total liabilities of approximately $73.0 million and shareholders’ equity of approximately $6.2 million. At such date, it had total deposits of approximately $71.1 million and total loans of approximately $64.1 million.

     As of September 30, 2004, Community Bank of Smith County had 29 employees, 24 of which were full time employees.

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

     As described above, Community Bank of Smith County operates in Smith County, Tennessee where, as of June 30, 2004, it held approximately 18.5% of the total market share for deposits. It competes with three other commercial banking institutions in Smith County, all of which are small community banking organizations. At June 30, 2004, Community Bank of Smith County had approximately $67 million in deposits within Smith County, up from approximately $31 million at June 30, 2000.

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

Market for Community Bank of Smith County’s Common Stock

     Shares of Community Bank of Smith County are not listed on an exchange. Because of the limited number of Community Bank of Smith County shareholders, trading in Community Bank of Smith County common stock has been essentially nonexistent. To the knowledge of the Community Bank of Smith County senior management, the following table sets forth all sales of Community Bank of Smith County stock during the years 2003, 2004 and 2005.

     As indicated above, the last sale of Community Bank of Smith County’s common stock was the sale of 160 shares at $26.00 per share on December 14, 2004. The last reported sale of Community Bank of Smith County’s common stock prior to the announcement of the merger was on March 23, 2004, in which 409 shares of Community Bank of Smith County common stock were sold for $28.00 per share. In 2005, Community Bank of Smith County has declared a cash dividend of $0.40 per share payable on January 31, 2005. In 2004, Community Bank of Smith County paid cash dividends totaling $0.75 per share. In 2003, Community Bank of Smith County paid cash dividends totaling $0.65 per share to its shareholders.

41

     As of February 16, 2005, Community Bank of Smith County had approximately 361 shareholders of record.

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

42

DESCRIPTION OF WILSON BANK HOLDING COMPANY’S CAPITAL STOCK

     Wilson Bank Holding Company has the authority to issue 10,000,000 shares of common stock. As of February 16, 2005 4,488,083 shares of Wilson Bank Holding Company common stock were outstanding.

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

Common Stock

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

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

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

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

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

Tennessee’s Anti-takeover Provisions

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

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

43

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

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

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

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

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

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

44

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

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

COMPARISON OF RIGHTS OF WILSON BANK HOLDING COMPANY AND
COMMUNITY BANK OF SMITH COUNTY SHAREHOLDERS

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

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

45

Bank Holding Company charter, the Wilson Bank Holding Company bylaws, the Community Bank of Smith County charter and the Community Bank of Smith County bylaws are available upon request.

46

47

48

49

50

51

52

EXPERTS

     The consolidated financial statements of Wilson Bank Holding Company and its subsidiaries included in Wilson Bank Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2003 have been incorporated in this proxy statement/prospectus by reference, in reliance on the report of Maggart & Associates, P.C., independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

     Bass, Berry & Sims PLC, Nashville, Tennessee, special counsel to Wilson Bank Holding Company, will pass on the validity of the securities offered in this proxy statement/prospectus and the registration statement of which it forms a part for Wilson Bank Holding Company.

WILSON BANK HOLDING COMPANY 2005 ANNUAL SHAREHOLDER MEETING
AND SHAREHOLDER PROPOSALS

     The deadline for shareholders to submit proposals for presentation at the next Annual Meeting of Wilson Bank Holding Company and inclusion in the proxy statement and form of proxy for such meeting was November 15, 2004.

     The deadline for any other shareholder proposals to have been timely (but not considered for inclusion in Wilson Bank Holding Company’s proxy statement) was January 29, 2005. The dates by which proposals must be submitted for the 2006 Annual Meeting of Wilson Bank Holding Company’s shareholders will be included in Wilson Bank Holding Company’s proxy statement filed with the SEC for its 2005 Annual Meeting of shareholders.

WHERE YOU CAN FIND MORE INFORMATION

     Wilson Bank Holding Company files annual, quarterly, current and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information it files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Wilson Bank Holding Company filings with the SEC are also available to the public from commercial document retrieval services and at the Internet website maintained by the SEC at http://www.sec.gov.

     Wilson Bank Holding Company has filed a registration statement on Form S-4 to register the shares of its common stock to be issued to Community Bank of Smith County shareholders in the merger. This proxy statement/prospectus is a part of the registration statement and constitutes the prospectus of Wilson Bank Holding Company as well as the proxy statement of Community Bank of Smith County for the special meeting. This proxy statement/prospectus does not contain all the information set forth in the registration statement, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. Such additional information may be obtained from the SEC’s principal office in Washington, D.C. or at the Internet website maintained by the SEC at http://www.sec.gov. Statements contained in this proxy statement/prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement or such other document, each such statement being qualified in all respects by such reference.

     As allowed by SEC rules, this proxy statement/prospectus does not contain all the information you can find in the registration statement on Form S-4 filed by Wilson Bank Holding Company to register the shares of stock to be issued pursuant to the merger and the exhibits to the registration statement. The SEC allows Wilson Bank Holding Company to “incorporate by reference” information into this proxy statement/prospectus, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement/prospectus, except for any information superseded by information in this proxy statement/prospectus. This proxy statement/prospectus incorporates by reference the documents set forth below that Wilson Bank Holding Company has previously filed with the SEC.

53

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

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

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

54

APPENDIX A

AGREEMENT AND PLAN OF MERGER

DATED AS OF NOVEMBER 16, 2004

BY AND AMONG

WILSON BANK HOLDING COMPANY, WILSON BANK AND TRUST

AND

COMMUNITY BANK OF SMITH COUNTY

A-1

TABLE OF CONTENTS

A-2

A-3

AGREEMENT AND PLAN OF MERGER

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

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

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

ARTICLE 1
THE MERGER

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

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

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

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

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

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

A-4

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

ARTICLE 3
CONVERSION OF CBSC STOCK

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

     3.2 Surrender and Exchange of Shares.

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

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

          (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue the corresponding Certificate representing Parent Common Stock to which the person is entitled to hereunder in exchange for such lost, stolen or destroyed Certificate.

A-5

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

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

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

     3.6 Dissenting Shares. Each outstanding share of CBSC Common Stock the holder of which has perfected his right to dissent under the Tennessee Business Corporation Act (the “TBCA”) and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights

A-6

as are granted by the TBCA. CBSC shall give Parent prompt notice upon receipt by CBSC of any such written demands for payment of the fair value of such shares of CBSC Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the TBCA. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent at or prior to the Effective Time, the Dissenting Shares held by such holder shall be converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise) after the Effective Time, the Dissenting Shares held by such holder shall be converted on a share by share basis into the Merger Consideration in accordance with the applicable provisions of this Agreement as Parent or the Exchange Agent shall determine. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES BY CBSC

     CBSC hereby represents and warrants as follows:

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

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