SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

Wilson Bank Holding Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[WILSON BANK HOLDING COMPANY LETTERHEAD]

March 12, 2002

Dear Stockholder:

Enclosed you will find our 2001 Annual Report, Notice of Annual Meeting
Proxy, and Dividend Reinvestment Plan.

We encourage you to review this material. The "Dividend Reinvestment
Plan" is the same plan which has been in place since 1992. You can change your
option to receive cash or stock for your dividends at any time.

The year 2001 was an outstanding year for your bank. If you have any
questions concerning this report or your investment, please call me at 443-6637.
Your support of Wilson Bank & Trust is deeply appreciated.

Sincerely,

/s/ Randall Clemons

Randall Clemons
President/CEO

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

To the Shareholders of Wilson Bank Holding Company:

The Annual Meeting of Shareholders (the "Annual Meeting") of Wilson
Bank Holding Company (the "Company") will be held on Tuesday, April 9, 2002 at
7:00 p.m., (CDT), at the main office of the Company, located at 623 West Main
Street, Lebanon, Tennessee 37087, for the following purposes:

(1) To elect thirteen (13) directors to hold office until the next
Annual Meeting and until their successors are duly elected and qualified;

(2) To ratify the appointment of Maggart & Associates, P.C. as the
Company's independent auditors for the Company for 2002; and

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

Only shareholders of record at the close of business on March 1, 2002
are entitled to notice of and to vote at the Annual Meeting or any
adjournment(s) thereof.

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

By Order of the Board of Directors,

/s/ Jerry L. Franklin

Jerry L. Franklin, Secretary
March 14, 2002

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

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Wilson Bank Holding Company (the "Company") of
proxies for the Annual Meeting of Shareholders of the Company to be held on
Tuesday, April 9, 2002, at the Company's main office, 623 West Main Street,
Lebanon, Tennessee 37087, at 7:00 p.m. (CDT). This proxy material was first
mailed to shareholders on or about March 14, 2002.

All valid proxies which are received will be voted in accordance with
the recommendations of the Board of Directors unless otherwise specified
thereon. A proxy may be revoked by a shareholder at any time prior to its use by
filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.

Only holders of record of the Company's common stock, par value $2.00
per share (the "Common Stock"), at the close of business on March 1, 2002 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, the Company had 2,079,994 shares of Common Stock issued and
outstanding, the holders of which are entitled to one vote for each share held
on each of the matters to be voted upon at the Annual Meeting. The
representation in person or by proxy of at least a majority of the outstanding
shares entitled to vote is necessary to provide a quorum at the meeting. The
directors shall be elected by a plurality of the votes cast in the election by
the holders of Common Stock represented and entitled to vote at the Annual
Meeting. The ratification of the appointment of the Company's independent
auditors as well as any other matters submitted to the shareholders, but not
proposed in this Proxy Statement, shall be approved by the affirmative vote of a
majority of the votes cast by the holders of Common Stock represented and
entitled to vote at the Annual Meeting. The Board of Directors of the Company
does not know of any other matters which will be presented for action at the
Annual Meeting besides those proposed in this Proxy Statement, but the persons
named in the proxy (who are directors of the Company) intend to vote or act with
respect to any other proposal which may be presented for action according to
their best judgment. Abstentions and "non-votes" are accounted as "present" in
determining whether a quorum is present. A "non-vote" occurs when a nominee
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the nominee does not have discretionary voting power
and has not received instructions from the beneficial owner. A "non vote" will
have no effect on the approval of the nominees to the Company's board of
directors or the ratification of the appointment of the Company's independent
auditors. Abstentions will have the same effect as a vote against this proposal.

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

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

STOCK OWNERSHIP

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

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 2002 (unless otherwise
noted), for:

- each of our directors and nominees;

- each of our executive officers named in the Summary
Compensation Table; and

- all of our directors and executive officers as a group.

The percentages of shares outstanding provided in the tables are based
on 2,079,994 voting shares outstanding as of March 1, 2001. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. Unless otherwise indicated, each person or entity named in the table
has sole voting and investment power, or shares voting and investment power with
his or her spouse, with respect to all shares of stock listed as owned by that
person. The number of shares shown does not include the interest of certain
persons in shares held by family members in their own right. Shares issuable
upon exercise of options that are exercisable within sixty days of March 1,2002
are considered outstanding for the purpose of calculating the percentage of
outstanding shares of Company Common Stock held by the individual, but not for
the purpose of calculating the percentage of outstanding shares held by any
other individual.

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL
BENEFICIAL OWNER (1) OWNER (2) PERCENT OF CLASS (%)
- ------------------------------------------- -------------------- --------------------

Directors
Charles Bell 44,280 2.13
Jack W. Bell 26,639(3) 1.28
Mackey Bentley 18,012 .86
J. Randall Clemons 30,460(4) 1.46
James F. Comer 11,788(5) 0.57
Jerry L. Franklin 28,682(6) 1.38
John B. Freeman 20,530 0.98
Marshall Griffith 11,734 0.56
Harold R. Patton 20,168(7) .97
James Anthony Patton 16,000 0.76
H. Elmer Richerson 6,662(8) 0.32
John R. Trice 38,285(9) 1.84
Robert T. VanHooser 6,590(10) 0.32

Executive Officers
Gary Whitaker 3,512(11) 0.17
Larry Squires 528(12) .00

Executive officers and Directors as a group 302,287 14.53
(17 persons)

- ------------------
(1) The address for each of the directors and executive officers set forth
in the table above is 623 West Main Street, Lebanon, Tennessee 37087.
(2) Each person has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(3) Includes 1,578 shares held by or on behalf of Mr. J. Bell's children
and/or other dependents.
(4) Includes 2,232 shares held by or on behalf of Mr. Clemons' children
and/or other dependents, 523 shares held by Mr. Clemons' wife, 800
shares issuable upon exercise of options granted under the Stock Option
Plan and 12,738 shares held by the Clemons Family Limited Partnership.
(5) Includes 2,487 shares held by or on behalf of Mr. Comer's children
and/or other dependents.
(6) Includes 1,258 shares held by or on behalf of Mr. Franklin's children
and/or other dependents.
(7) Includes 10,833 shares held by Mr. H. Patton's wife.
(8) Includes 533 shares issuable upon exercise of options granted under the
Stock Option Plan.
(9) Includes 8,727 shares held as trustee by Mr. Trice.
(10) Includes 4,772 shares held jointly by Mr. VanHooser's wife and
children.
(11) Includes 266 shares issuable upon exercise of options granted under the
Stock Option Plan.
(12) Includes 266 shares issuable upon exercise of options granted under the
Stock Option Plan.

ITEM 1 -- ELECTION OF DIRECTORS

Directors are elected each year to hold office until the next Annual
Meeting and until their successors are duly elected and qualified. The Company's
by-laws provide for a minimum of five and maximum of fifteen directors, the
exact number to be set by the Company's Board of Directors. The Company's Board
of Directors has nominated thirteen individuals to stand for election at the
2002 Annual Meeting. Proxies may not be voted for a greater number of directors
than thirteen.

Unless contrary instructions are received, the enclosed proxy will be
voted in favor of the election as directors of the nominees listed below. Each
nominee has consented to be a candidate and to serve, if elected. All the
nominees currently are serving as directors of the Company. While the Company's
Board of Directors has no reason to believe that any nominee will be unable to
accept nomination or election as a director, if such event should occur, proxies
will be voted with discretionary authority for a substitute or substitutes who
will be designated by the Company's current Board of Directors.

INFORMATION CONCERNING DIRECTORS

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

CURRENT POSITION; BUSINESS
DIRECTOR EXPERIENCE DURING PAST
NOMINEE AGE SINCE FIVE YEARS (1)
- ---------------------------- --- -------- -------------------------------------------------------

Charles Bell (2) (4) 63 1993 Director; Consultant (1995-Present) and President
(until 1995) - Lebanon Aluminum Products, Inc.
Jack W. Bell (2) (5) 43 1987 Director; Owner - Jack W. Bell Builders, Inc.; Vice
President of Operations - Lebanon Aluminum Products,
Inc. (until 1995)
Mackey Bentley 57 1987 Director; President - Bentley's Electric Company, Inc.
(Chairman of the Board of Directors of the Bank)
J. Randall Clemons(4)(5) 49 1987 President; Chief Executive Officer and Director of the
Company (since 1992); President, Chief Executive
Officer and Director of the Bank
James F. Comer (4) 43 1996 Director; Owner - Comer Farms; Vice President - Lending
and Account Executive of Farm Credit Services of
America (1980-1995)
Jerry L. Franklin 64 1987 Director; Owner as franchisee of Ponderosa Restaurants
John B. Freeman 64 1987 Director, Retired Businessman; Chairman - Auto Parts
and Service Company, Inc. (until 2000)
Marshall Griffith 63 1987 Director; Businessman - Evergreen Company; Senior Vice
President - Fidelity Federal Savings and Loan of
Nashville, Tennessee prior thereto
Harold R. Patton (3) 66 1987 Director; General Manager - Wilson Farmers' Cooperative
James Anthony Patton (3) 40 1987 Director; Co-Owner, Container Service, Inc; Salesman -
Custom Packaging, Incorporated
H. Elmer Richerson 49 1998 Vice President of the Bank from 1989 until 1994 and
Executive Vice President of the Bank since 1994
John R. Trice (5) 69 1991 Director (Chairman of the Company's Board of
Directors); Owner - Trice Appraisal Services
Robert T. VanHooser, Jr. (5) 72 1991 Director; Retired Business Development Officer - Wilson
Bank and Trust 1991 - 96; President and CEO of Lebanon
Bank, Lebanon, TN prior thereto

- -----------------
(1) All directors serve on the Boards of Directors of the Company and the
Bank.
(2) Charles Bell is the father of Jack W. Bell.
(3) Harold R. Patton is the father of James Anthony Patton.
(4) Messrs. Clemons, Comer and Charles Bell serve on the Board of Directors
of CBSC.
(5) Messrs. Clemons, Trice, VanHooser and J. Bell serve on the Board of
Directors of DCB.

DESCRIPTION OF THE BOARD AND COMMITTEES OF THE BOARD

The Company does not have an executive compensation or nominating
committee. The Board of Directors of the Company also serves as the Board of
Directors of the Bank. The Board of Directors of the Company and the Board of
Directors of the Bank, based upon recommendations by the Personnel Committee,
establish general compensation policies and programs for the Company and the
Bank and determine annually the compensation to be paid to Company and Bank
employees, including executive officers. The Boards of Directors of the Company
and the Bank also act as a nominating committee for directors and officers of
the Company and the Bank by developing general criteria concerning the
qualifications and selection of directors and officers, (including
recommendations made by shareholders of the Company) and recommends candidates
for such positions. Shareholder recommendations must be in writing to the
attention of the Board of Directors and describe reasons why the shareholder
finds the recommended person to be a qualified candidate.

The Board of Directors of the Company has no standing committees. The
Board of Directors of the Bank has ten standing committees consisting of the
Audit, Executive, Personnel, Finance, Marketing, Building, Investment, Long
Range Planning, Data Processing, and Trust Committees. The Chairman of the Board
of Directors of the Bank (Mr. Bentley) and both Mr. Clemons and Mr. Richerson
are members of all the committees with the exception that Mr. Clemons and Mr.
Richerson are not on the Personnel Committee or Audit Committee. The members of
each committee are generally appointed in May of each year, and serve until the
following May. Therefore, the committee members identified below may not have
been on each identified committee for the entire 2001 fiscal year unless
otherwise provided below. Unless otherwise provided below, the members
identified below are the current members of the applicable committees.

Audit Committee. The Company does not have an Audit Committee. The
Bank, however, does have an Audit Committee, composed of Messrs. C. Bell,
Franklin, VanHooser with Mr. Freeman serving as Chairman. The Audit Committee
reviews annual and interim reports of the independent auditors and provides
advice and assistance regarding the accounting, auditing, and financial
reporting practices of the Company and the Bank. The Audit Committee does not
have a written charter. All of the Audit Committee's members are independent
under the standards of the New York Stock Exchange. The Audit Committee held
four meetings during 2001.

Executive Committee. The Executive Committee is composed of Messrs. C.
Bell, Trice, and VanHooser with Mr. Griffith serving as Chairman. The Executive
Committee reviews corporate activities, makes recommendations to the Board of
Directors on policy matters and makes executive decisions on matters that do not
require a meeting of the full Board of Directors. The Executive Committee held
ten meetings during 2001.

Personnel Committee. The Personnel Committee, composed of Messrs.
VanHooser, Freeman, and J.A. Patton with Mr. J. Bell serving as Chairman,
considers and recommends to the Board of Directors the salaries of all Bank
personnel. This committee held six meetings during 2001.

Finance Committee. The Finance Committee is the credit review board of
the Bank. This committee reviews loan applications meeting certain criteria and
approves those found creditworthy. In addition, this committee reviews all loans
that are funded. The committee is comprised of five permanent members, Messrs.
C. Bell, J. Bell, Comer, F, Griffith and VanHooser with Mr. H. Patton serving as
Chairman. Serving as "temporary members" of the committee in 2001 were Messers,
J.A. Patton, Jerry Franklin and John Freeman. In addition, Mr. Trice served as
an advisory member for the entire fiscal year. The Finance Committee held
seventeen meetings during 2001.

Marketing Committee. The Marketing Committee is composed of Messrs.
Franklin, H. Patton and Franklin with Mr. J.A. Patton serving as Chairman. The
Marketing Committee recommends the direction of the marketing efforts of the
Company and the Bank. This committee held four meetings during 2001.

Building Committee. The Building Committee is composed of Messrs. J.
Bell, Griffith, and J.A. Patton, with Mr. Freeman serving as Chairman. This
committee makes recommendations to the Company's and the Bank's Boards of
Directors on the immediate and future building needs of the Company and the
Bank. This committee held three meetings during 2001.

Investment Committee. The Investment Committee is composed of Messrs.
C. Bell, Comer and H. Patton with Mr. Trice serving as Chairman. The Investment
Committee reviews and directs the investment portfolio of the Bank. This
committee held eleven meetings during 2001.

Long Range Planning Committee. The Long Range Planning Committee is
composed of Messrs. J. Bell, Freeman, H. Patton, and VanHooser with Mr. Comer
serving as Chairman. This committee explores strategic opportunities available
to the Company and recommends the direction the Company should take on these
matters. This committee held two meetings in 2001.

Data Processing Committee. The Data Processing Committee is composed of
Messrs. Comer, J.A. Patton and Richerson with Mr. Franklin serving as Chairman.
The Data Processing Committee reviews the computer hardware and software needs
of the Company and makes recommendations regarding purchases thereof to the
Board of Directors. This committee held five meetings during 2001.

Trust Committee. The Trust Committee, composed of Messrs. J. Bell,
Comer, and Griffith with Mr. C. Bell serving as Chairman, is charged with the
oversight of the Bank's trust activities. This committee held nine meetings
during 2001.

During the fiscal year ended December 31, 2001, the Board of Directors
of the Bank held seventeen meetings while the Board of Directors of the Company
met fifteen times. All incumbent directors attended more than 90% of the
aggregate number of meetings of both the Bank's and the Company's Boards of
Directors and the committees on which such member served.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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

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

ITEM 2 -- RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors of the Company has selected Maggart &
Associates, P.C. to serve as independent auditors for the current fiscal year
upon the recommendation of the Audit Committee and the shareholders are
requested to ratify this approval. Maggart & Associates, P.C. has served in this
capacity for the Company since 1987. A representative of Maggart & Associates is
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if he or she so desires and is expected to be available to respond to
appropriate questions. Shareholders should recognize that the ratification of
approval of Maggart & Associates, P.C. does not preclude the Audit Committee
from subsequently determining to change independent auditors, if it determines
such action to be in the best interest of the Company.

FEES BILLED TO THE COMPANY BY MAGGART & ASSOCIATES, P.C. DURING 2001

Audit Fees. The aggregate audit fees billed to the Company by Maggart &
Associates, P.C. during 2001 for professional services rendered for the audit of
the Company's annual financial statements and for the reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q totaled
$91,579.

Financial Information Systems Designed and Implementation Fees. Maggart
& Associates billed no fees to the Company during 2001 for professional services
regarding financial information systems design and implementation.

All Other Fees. The aggregate fees billed to the Company by Maggart &
Associates, P.C. during 2001 for all other services rendered to the Company,
including tax related services, but excluding audit fees and financial
information systems design and implementation fees, totaled $17,100.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF MAGGART & ASSOCIATES, P.C. AS THE COMPANY'S INDEPENDENT
AUDITORS.

ITEM 3 --OTHER MATTERS

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

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides information as to annual, long-term or
other compensation during fiscal years 2001, 2000, and 1999 for Mr. Clemons, the
Company's Chief Executive Officer, Mr. Richerson, the Bank's Executive Vice
President, Gary Whitaker, the Bank's Senior Vice President, and Larry Squires,
the Bank's Senior Vice President, the only executive officers of the Company or
the Bank with total annual salary and bonus over $100,000 for the year ended
December 31, 2001.

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------ -------------
NUMBER OF
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS (2) COMPENSATION (3)
- ----------------------------------- ---- --------- --------- ------------- ----------------

J. Randall Clemons, 2001 $ 213,533 $ 106,000 $ 40,421
President and Chief Executive 2000 201,465 86,000 25,780
Officer of the Company and the 1999 181,500 76,000 4,000 23,689
Bank

H. Elmer Richerson, 2001 $ 156,000 $ 53,000 $ 27,461
Executive Vice President of the 150,000 43,000 22,122
Bank 129,500 38,000 2,666 20,581

Gary Whitaker, 2001 $ 124,126 $ 10,000 $ 15,727
Senior Vice President of the 2000 115,089 6,119 14,781
Bank 1999 112,193 6,543 1,333 14,245

Larry Squires, 2001 $ 95,585 $ 8,910 $ 12,738
Senior Vice President of the 2000 87,203 4,854 12,399
Bank 1999 83,422 4,978 1,333 11,647

- --------
(1) Perquisites and other personal benefits did not exceed the lesser of
either $50,000 or 10% of the total of annual salary and bonus for the
named executive officer.
(2) The number of securities underlying options have been adjusted to
reflect the 4 for 3 stock split effective as of September 30, 1999.
(3) Represents for the fiscal years 2001, 2000 and 1999 respectively, (i)
the Company's matching grants under the Company's 401(k)/profit sharing
plan in the amounts of $16,421, $16,288 and $15,493 for Mr. Clemons;
$16,421, $16,218 and $15,493 for Mr. Richerson; $12,955, $11,613 and
$11,497 for Mr. Whitaker; and $9,234, $7,743 and $7,579 for Mr.
Squires; and (ii) accruals by the Company with respect to the Company's
obligations under the Executive Salary Continuation Agreements
described below in the amounts of $24,000, $9,492 and $8,196

for Mr. Clemons; $11,040, $5,904 and $5,088 for Mr. Richerson; $2,772, $3,168
and $2,748 for Mr. Whitaker; and $3,504, $4,656 and $4,068 for Mr. Squires.

OPTION GRANTS IN 2001

The Company granted no options to its named executive officers in 2001.

EXECUTIVE SALARY CONTINUATION AGREEMENTS

The Company has entered into Executive Salary Continuation Agreements
with certain of its senior executive officers, including Messrs. Clemons,
Richerson, Whitaker and Squires, pursuant to which the executives (or their
beneficiaries) are entitled, if certain performance targets for the Bank are
met, to receive annual payments for 15 years, upon retirement at age 65 or, if
sooner, death or disability of the executive. In the event the executive resigns
or is terminated without cause prior to age 65, the executive is entitled to
receive the vested portion of such benefits, with vesting occurring at the rate
of 6%, 6%, 6% and 6% per year from March 30, 1995, March 30, 1995, March 16,
1998 and August 21, 1996, respectively for the named executives, if the required
performance targets are met. As of December 31, 2001, Messrs, Clemons,
Richerson, Whitaker and Squires were vested 36%, 36%, 18% and 30%, respectively.
The performance target for each agreement is average return on assets for the
Bank over the vesting period for each executive, as follows: 1.0% or better
(100% of vested benefit); .9-.99% (90%); .8-.89% (80%); .7-.79% (70%) and below
.7%, no benefit.

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

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

AGGREGATE OPTION EXERCISES DURING 2001 AND FISCAL YEAR END OPTION VALUES

The following table provides information related to options exercised
by the named executive officers during the 2001 fiscal year and the number and
value of options held at fiscal year end. The Company has not issued stock
appreciation rights or warrants to its executive officers.

-------------------------------- ---------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT FISCAL YEAR
ACQUIRED OPTIONS(#) END ($)(1)
ON -------------------------------- ---------------------------------
EXERCISE VALUE
NAME (#)(2) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ -------- ------------ ----------- ------------- ------------- -------------

J. Randall Clemons - - 800 3,200 $ 6,520 $ 26,080

H. Elmer Richerson - - 533 2,134 $ 4,344 $ 17,393

Gary Whitaker - - 266 934 $ 2,168 $ 7,613

Larry Squires - - 266 934 $ 2,168 $ 7,613

- ---------------
(1) The closing price for the common stock as of December 31, 2001 was
$38.75. Value is calculated on the basis of the difference between the
option exercise price and $38.75 multiplied by the number of shares of
Common Stock underlying the option.
(2) The named executive officers did not exercise any stock options during
2001.

DIRECTORS' COMPENSATION

Each of the Company's directors is elected at the Annual Meeting and
serves until the next Annual Meeting and until his successor has been duly
elected and qualified. The Board of Directors of the Company also serves as the
Board of Directors of the Bank. In 2001, each director received $1,650 per month
for his services as a director of the Company and $800 for each Board of
Directors' meeting of the Bank and $450 for each committee meeting of the Bank
he attended, not to exceed $1,350 per month. In addition, a one-time fee was
paid of $1,287 to directors of the Company plus $1,053 to directors of the Bank
for the two planning retreats held during 2001.

PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Decisions with respect to compensation of the Company's and the Bank's
executive officers, including the Chief Executive Officer and the other named
executive officers, for fiscal 2001 were made by the Board of Directors of the
Bank based upon recommendations by the Personnel Committee. Compensation of
executive officers consists of a base salary, an annual bonus, and matching and
profit-sharing contributions under the Company's 401(k) plan (as well as health
and disability insurance and other non-cash benefits similar to those of all
employees of the Bank or Company). No member of the Personnel Committee served
as an officer or employee of the Company or any of its subsidiaries during 2001.

The overarching policy of the Personnel Committee and the Board of
Directors in determining executive compensation, including the compensation of
the Chief Executive Officer, is to attract and retain the highest quality talent
to lead the Company and to reward key executives based upon their individual
performance and the performance of the Bank and the Company. The Personnel
Committee believes that providing incentives to, and rewarding the performance
of, the Company's officers enhances the profitability of the Company.

In recommending the 2001 base salary of J. Randall Clemons, the
Company's and the Bank's Chief Executive Officer, the Personnel Committee
reviewed a Tennessee Banking Association ("TBA") 2000 survey of compensation
levels for Chief Executive Officers of Middle Tennessee banks or bank holding
companies with assets of $100-500 million. Decisions regarding compensation were
made in view of these sources of information with the intent to compensate the
Chief Executive Officer with a comparable base salary.

The Personnel Committee further considered the Bank's and the Company's
overall financial performance in 2000 in recommending Mr. Clemons' base salary
(including asset quality and growth, net income, earnings per share and return
on equity compared to the previous year). For example, total assets for fiscal
2000 for the Company increased 21.6% compared with 1999, net income increased
14.9% and earnings per share increased 12.3% compared with 1999. Mr. Clemons'
base salary was increased 6.0% for the 2001 year. Notwithstanding disclosure of
certain performance measures in this paragraph, the Personnel Committee's
recommendations concerning Mr. Clemons' base salary were not based upon the
attainment of any specific quantitative performance objectives.

The base salary for Mr. Richerson and Mr. Whitaker were based on
similar criteria and considerations.

Executive officers are eligible for an annual cash bonus pursuant to a
formula determined by the Board of Directors based upon the Company's net income
for the fiscal year. In 2001, Mr. Clemons was eligible for, and received, $6,000
for the first $1.25 million of net income earned by the Company and $5,000 for
each additional $250,000 of net income earned. Mr. Richerson was eligible for,
and received, $3,000 for the first $1.25 million of net income earned by the
Company and $2,500 for each additional $250,000 of net income earned. Mr.
Whitaker and Mr. Squires were eligible for, and received a bonus determined by
the return of assets performance of the Bank which bonus was calculated on a
basis consistent with the Bank's other employees.

Employees, including executive officers, also receive a matching grant
of $.35 from the Company for each one dollar ($1) up to a maximum of 6%
contributed by the employee to the employee's 401(k) account. No employee is
entitled to contribute more than $10,500. The Company contributes additional
funds into each employee's 401(k) account under a profit-sharing arrangement
based upon each employee's base salary as a percentage of the Company's total
payroll.

The compensation levels for fiscal 2001 for members of management other
than Mr. Richerson, Mr. Clemons, Mr. Whitaker and Mr. Squires were established
by the Personnel Committee based upon the recommendation of the Company's Chief
Executive Officer, J. Randall Clemons. Mr. Clemons' recommendations regarding
these salaries were based on considerations and criteria similar to those
described above.

Jack W. Bell, Chairman John Freeman
James Anthony Patton Robert VanHooser

The foregoing report of the Personnel Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.

AUDIT COMMITTEE REPORT FOR 2001

The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process. The Company's
independent auditors are responsible for expressing an opinion on the conformity
of the Company's audited financial statements to generally accepted accounting
principles.

In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61. In addition, the
Audit Committee has received from the independent auditors the written
disclosures and letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and discussed with them their
independence from the Company and its management. The Audit Committee has
considered whether the independent auditors provision of non-audit services to
the Company is compatible with maintaining the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board of Directors has
approved, that the audited financial statements be included in the

Company's Annual Report on Form 10-K for the year ended December 31, 2001, for
filing with the Securities and Exchange Commission.

John R. Freeman, Chairman Charles Bell
Robert T. VanHooser, Jr. Jerry Franklin

The foregoing report of the Audit Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.

PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2001, the Personnel Committee of the Board of Directors
of the Bank was composed of Messrs. C. Bell, Patton, VanHooser and J. Bell
serving as Chairman. With the exception of Mr. VanHooser who was an officer of
the Bank until 1996, none of these persons has at any time been an officer or
employee of the Company or any of its subsidiaries. There are no relationships
among the Company's executive officers, members of the Personnel Committee or
entities whose executives serve on the Board of Directors or the Personnel
Committee that require disclosure under applicable regulations of the SEC. No
executive officer of the Company or the Bank has served as a member of the
compensation committee of another entity, one of whose executive officers served
on the Personnel Committee. No executive officer of the Company or the Bank has
served as a director of another entity, one of whose executive officers served
on the Personnel Committee. No executive officer of the Company or the Bank has
served as a member of the compensation committee of another entity, one of whose
executive officers served as a director of the Company or the Bank.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some directors and principal officers of the Company at present, as in
the past, are customers of the Bank and have had and expect to have loan
transactions with the Bank in the ordinary course of business. In addition, some
of the directors and officers of the Bank are at present, as in the past,
affiliated with businesses which are customers of the Bank and which have had
and expect to have loan transactions with the Bank in the ordinary course of
business. These loans were made in the ordinary course of business and were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other parties. In
the opinion of the Board of Directors, these loans do not involve more than a
normal risk of collectability or present other unfavorable features.

During 2001, John R. Trice Appraisals, Inc. was paid an aggregate of
$208,000 for 693 appraisals and inspections performed in connection with loans
originated by the Bank. This company is owned by John R. Trice, a director of
the Company and the Bank. The payments made by the Bank were reimbursed in full
by the persons and/or entities whose properties were appraised.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph compares the percentage change in the unaudited
total return on the Company's Common Stock against the cumulative total return
of the NASDAQ Index and The Carson Medlin Company's Independent Bank Index
between December 31, 1996 and December 31, 2001. The graph assumes the value of
the investment in the Company's Common Stock and each index was $100 at December
31, 1996 and that all dividends were reinvested.

The following Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference the proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

WILSON BANK HOLDING COMPANY 100 113 126 156 177 198
INDEPENDENT BANK INDEX 100 148 154 140 139 165
NASDAQ INDEX 100 122 173 321 193 153

SHAREHOLDERS' PROPOSALS AND OTHER MATTERS

Shareholders intending to submit proposals for presentation at the next
Annual Meeting and inclusion in the Proxy Statement and form of proxy for such
meeting should forward such proposals to J. Randall Clemons, Wilson Bank Holding
Company, 623 West Main Street, Lebanon, Tennessee 37087. Proposals must be in
writing and must be received by the Company prior to November 10, 2002 in order
to be included in the Company's Proxy Statement and form of proxy relating to
the 2003 Annual Meeting of Shareholders. Proposals should be sent to the Company
by certified mail, return receipt requested, and must comply with Rule 14a-8 of
Regulation 14A of the proxy rules of the SEC.

For any other shareholder proposals to be timely (but not considered
for inclusion in the Company's Proxy Statement), a shareholder must forward such
proposal to Mr. Clemons at the Company's main office (listed above) prior to
January 28, 2003.

GENERAL

In addition to solicitation by mail, certain directors, officers and
regular employees of the Company and the Bank may solicit proxies by telephone,
telegram or personal interview for which they will receive no compensation other
than their regular salaries. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Company's Common Stock held of record by such persons
and may reimburse them for their reasonable out-of-pocket expenses in connection
therewith.

The Company's 2001 Annual Report is mailed herewith. A copy of the
Company's Annual Report to the SEC on Form 10-K for the year ended December 31,
2001, is available without charge to any shareholder by writing to Becky Taylor,
Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.

By order of the Board of Directors,

/s/ Jerry L. Franklin

Jerry L. Franklin
Secretary

Lebanon, Tennessee
March 14, 2002

Form of Proxy

WILSON BANK HOLDING COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED UPON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD ON APRIL 9, 2002.

The undersigned hereby appoints Harold R. Patton and Mackey Bentley, or
either of them, with full power of substitution, as proxies, and hereby
authorizes them to vote, as designated, all shares of common stock of Wilson
Bank Holding Company, held by the undersigned on March 1, 2002 at the Annual
Meeting of Shareholders to be held Tuesday, April 9, 2002 at 7:00 p.m., (CST),
at the main office of Wilson Bank and Trust, located at 623 West Main Street,
Lebanon, Tennessee 37087 and any adjournment(s) thereof.

1. ELECTION OF DIRECTORS

FOR all nominees (except as marked to the contrary below)
- ----

Charles Bell James F. Comer Marshall Griffith H. Elmer Richerson
Jack W. Bell Jerry L. Franklin Harold R. Patton John R. Trice
Mackey Bentley John B. Freeman James Anthony Patton Robert T. VanHooser, Jr.
J. Randall Clemons

Withhold authority to vote for all thirteen nominees;
- ----

WITHHOLD AUTHORITY TO VOTE FOR THE FOLLOWING NOMINEE(S), WRITE THAT
NOMINEE'S NAME ON THE LINE BELOW:
- ----

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2. RATIFICATION OF MAGGART & ASSOCIATES, P.C. AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR.

FOR AGAINST ABSTAIN
- ---- ---- ----

In their discretion, the proxies are authorized to vote upon such business as
may properly come before this meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

Signature Date
------------------------------- --------------

Signature (if held jointly) Date
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Please sign exactly as your name appears on your share certificates.
Each joint owner must sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name as authorized. If a partnership, please sign in
partnership name by an authorized person.

BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED