[FORM OF STOCK CERTIFICATE - FRONT SIDE]

NUMBER                                                                    SHARES
                               AF FINANCIAL GROUP
                         WEST JEFFERSON, NORTH CAROLINA

COMMON STOCK                                                   CUSIP 001046 10 1
                                                                     -----------
                                             See reverse for certain definitions


This certifies that ____________________________________ is the record holder of
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE PER
                          SHARE, OF AF FINANCIAL GROUP

a corporation incorporated under the laws of the United States (the
"Corporation"). The shares evidenced by this Certificate are transferable only
on the stock-transfer books of the Corporation by the holder of record hereof,
in person or by attorney or legal representative, upon surrender of this
Certificate properly endorsed. THE STOCK EVIDENCED HEREBY IS NOT AN ACCOUNT OF
AN INSURABLE TYPE AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

     IN WITNESS HEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.

Dated:


_______________________________            _____________________________________
Secretary                                  President and Chief Executive Officer

                                     (SEAL)

                                        Countersigned and Registered:
                                        MELLON INVESTOR SERVICES
                                        By:                       Transfer Agent
                                                                   and Registrar


<PAGE>


                     (FORM OF STOCK CERTIFICATE - BACK SIDE)

     The shares represented by this certificate are issued subject to all the
provisions of the Charter and Bylaws of AF FINANCIAL GROUP (the "Corporation"),
as from time to time amended (copies of which are on file at the principal
office of the Corporation), to all of which the holder by acceptance hereof
assents. The following description constitutes a summary of certain provisions
of, and is qualified in its entirety by reference to, the Charter.

     The Charter of the Corporation contains certain provisions, applicable for
a period of five years from the date of the AF Bank's reorganization into a
Mutual Holding Company, that restrict persons, other than the Mutual Holding
Company, from directly or indirectly acquiring or holding, or attempting to
acquire or hold, the beneficial ownership of in excess of 10% of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors ("Voting Stock"). The Charter contains a provision
pursuant to which the shares beneficially held in excess of 10% the Voting Stock
of the Corporation are considered "excess shares" and shall not be counted as
shares entitled to vote and shall not be voted by any person or counted as
voting shares in connection with any matters submitted to the stockholders for a
vote. These restrictions are not applicable to underwriters in connection with a
public offering of the common stock, certain reorganization transactions
described in the Charter or to acquisitions of Voting Stock by the Corporation,
any majority-owned subsidiary of the Corporation, or any tax-qualified employee
stock benefit plan which is exempt from the approval requirements under
574.3(c)(1)(vi) of the Office's regulations. AsheCo, M.H.C., the federally
chartered mutual holding company of the Corporation ("Mutual Holding Company")
will own in excess of 50% of the Common Stock of the Corporation so long as the
Mutual Holding Company remains in mutual form.

     The Corporation is authorized to issue more than one class of stock,
including a class of Preferred Stock which may be issued in one or more series.
The Corporation will furnish to any stockholder, upon written request and
without charge, within five days after receipt of such request, a full statement
of the designations, preferences, limitations or relative rights of the shares
of each class authorized to be issued and, as to shares of Preferred Stock, the
variations in the relative rights and preferences between the shares of each
series so far as the same have been fixed and determined and the authority of
the Board of Directors to fix and determine the relative rights and preferences
of subsequent series.

     The following abbreviations when used in the inscription on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                                   <C>
TEN COM - as tenants in common                        UNIF GIFT MIN ACT - ..........Custodian..........
TEN ENT - as tenants by the entireties                                       (Cust)        (Minor)
JT TEN - as joint tenants with right of survivorship                      under Uniform Gifts to Minors
          and not as tenants in common                                    Act..........................
                                                                                        (State)
</TABLE>

    Additional abbreviations may also be used though not in the above list.

         For value received, ___________________________________________________
hereby sell, assign and transfer unto shares of Common Stock evidenced by this
Certificate, and do hereby irrevocably constitute and appoint __________________
_______________ as Attorney, to transfer the said shares on the books of the
herein named Corporation, with full power of substitution.

Date:___________________              __________________________________________
                            Signature

                                      __________________________________________
                            Signature
                                      NOTICE: The signature to this assignment
                                      must correspond with the name as written
                                      upon the face of the Certificate, in every
                                      particular, without alteration or
                                      enlargement, or any change whatsoever.