EXHIBIT 99.2

SERVICE
1ST BANCORP
COMPENSATION COMMITTEE CHARTER

1.     Membership.
The Board of Directors of Service 1st Bancorp (the Company) shall
appoint a Compensation Committee of at least three (3) members, consisting of a
majority of independent directors, and shall designate one member as
chairperson. The members of the Compensation Committee shall serve at the
discretion of the Board of Directors. For purposes hereof, an independent
director is a director who qualifies as independent under the definition of
independence contained in applicable rules promulgated by the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002 and the Nasdaq
Listing Rules.

2.     Purposes,
Duties and Responsibilities. The purpose of the
Compensation Committee is to discharge the responsibilities of the Board of
Directors relating to compensation of the Companys executive officers and
directors and to approve the annual report on compensation for inclusion in the
Companys proxy statement for the annual meeting of shareholders under the
caption, Compensation Committee Report. The duties and responsibilities of
the Compensation Committee are to:

| |    |                                                                                                                                                                                                                                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | Oversee the Companys overall compensation
  structure, policies and programs, and assess whether the Companys
  compensation structure establishes appropriate incentives for management and
  employees.                                                                                         
| |    |                                                                                                                                                                                                                                                                                                     
| | B. | Administer and make recommendations to the Board of
  Directors with respect to the Companys incentive compensation and
  equity-based compensation plans.                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                     
| | C. | Review and approve corporate goals and objectives
  relevant to the compensation of the Chief Executive Officer, evaluate the
  Chief Executive Officers performance in light of those goals and objectives,
  and set the Chief Executive Officers compensation level based on this
  evaluation.
| |    |                                                                                                                                                                                                                                                                                                     
| | D. | Set the compensation of other executive officers
  based upon the recommendation of the Chief Executive Officer.                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                     
| | E. | Approve stock option and other stock incentive
  awards for executive officers.                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                     
| | F. | Review and approve the design of other benefit plans
  pertaining to executive officers.                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                     
| | G. | Review and recommend employment agreements and
  severance arrangements for executive officers, including change-in-control
  provisions, plans or agreements.                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                     
| | H. | Approve, amend or modify the terms of any
  compensation or benefit plan that does not require shareholder approval.                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                     
| | I. | Review the compensation of directors for service on
  the Board of Directors and its committees and recommend changes in
  compensation to the Board of Directors.                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                     
| | J. | Review periodically the Company succession plans
  relating to positions held by executive officers, and make recommendations to
  the Board of Directors regarding the selection of individuals to fill these
  positions.                                                                         
| |    |                                                                                                                                                                                                                                                                                                     
| | K. | Annually evaluate the performance of the
  Compensation Committee and the adequacy of this Charter.                                                                                                                                                                                                 

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | L. | Prepare and submit an appropriate Compensation
  Committee Report pursuant to applicable regulations of the Securities and
  Exchange Commission for inclusion in the management proxy statement for each
  annual meeting of shareholders stating, among other matters, whether (i) the
  Compensation Committee has reviewed and discussed the Compensation Discussion
  and Analysis with management, and (ii) the Compensation Committee has
  recommended to the Board of Directors that the Compensation Discussion and
  Analysis be included in such proxy statement and the Companys annual report
  on Form 10-K.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | M. | Perform such other duties and responsibilities as
  are consistent with the purpose of the Compensation Committee and as the
  Board of Directors or the Compensation Committee deems appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                            

The Compensation Committee shall have unrestricted
access to Company personnel and documents and will be provided the resources
necessary to operate under this Charter. The Compensation Committee shall have
the power to conduct or authorize investigations into any matters within the
scope of this Charter.

3.     Subcommittees.
The Compensation Committee may delegate any of the foregoing duties and
responsibilities to a subcommittee of the Compensation Committee consisting of
not less than two (2) members of the Compensation Committee.

4.     Outside
Advisors. The Compensation Committee will have the
authority to retain, at the expense of the Company, such outside counsel,
experts, and other advisors as it determines would be appropriate to assist the
Compensation Committee in the full performance of its functions, including
authority to retain and terminate any compensation consultant used to assist
the Compensation Committee in the evaluation of director, Chief Executive
Officer or other executive compensation, and to approve the consultants fees
and the terms and conditions applicable to the services of the consultant.

5.     Meetings.
The Compensation Committee will meet as often as may be deemed necessary or
appropriate, in the judgment of its members, either in person or
telephonically, and at such times and places as the Compensation Committee
determines. A majority of the members of the Compensation Committee shall
constitute a quorum for all purposes. The Compensation Committee may invite
members of management or others to attend any meeting and provide pertinent
information as necessary. The Compensation Committee will report regularly to
the full Board of Directors with respect to the meetings and activities of the
Compensation Committee described in this Charter.

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