EXHIBIT 2
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                             FIRST CARNEGIE DEPOSIT

                      AGREEMENT AND PLAN OF REORGANIZATION



         THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 14, 1998, by
and among FIRST CARNEGIE DEPOSIT, a federally  chartered stock savings bank (the
"Bank"); SKIBO FINANCIAL CORP., a to-be-formed federal corporation (the "Holding
Company");  and SKIBO INTERIM SAVINGS BANK, a to-be-formed interim stock savings
institution ("Interim").

         The  parties  hereto  desire  to enter  into an  Agreement  and Plan of
Reorganization  whereby the corporate  structure of the Bank will be reorganized
into the stock holding  company form of ownership  (the  "Reorganization").  The
result of the Reorganization will be that,  immediately after the Effective Date
(as defined herein), all of the issued and outstanding shares of Common Stock of
the Bank will be held by the  Holding  Company and the holders of the issued and
outstanding  shares  of  Common  Stock of the Bank  (i.e.,  the  mutual  holding
company,  Skibo Bancshares,  M.H.C., and the minority public  stockholders) will
become the holders of the issued and  outstanding  shares of Common Stock of the
Holding Company.

         The  Reorganization  of the Bank will be  accomplished by the following
steps:  (1) the formation by the Bank of a wholly-owned  subsidiary of the Bank,
Skibo Financial Corp.,  incorporated under the laws of the United States for the
primary purpose of becoming the sole stockholder of a newly-formed interim stock
savings  institution,  and  subsequently  becoming the sole  stockholder  of the
Common  Stock of the Bank,  which  formation  will include the issuance of up to
100,000  shares of the Holding  Company  Common Stock to the Bank for a price of
$10.00 per share  ($1,000,000)  for the purpose of  initially  capitalizing  the
Holding Company;  (2) the formation of an interim  federally  chartered  savings
institution,  "Interim," which will be wholly-owned by the Holding Company;  and
(3) the merger of  Interim  into the Bank (the  "Merger"),  with the Bank as the
surviving entity. Pursuant to such Merger: (i) all of the issued and outstanding
shares of Common Stock of the Holding Company held by the Bank will be canceled;
(ii) all of the issued and  outstanding  shares of Common Stock of the Bank will
automatically  be converted by  operation of law on a  three-for-two  basis into
issued and outstanding shares of Common Stock of the Holding Company;  (iii) all
of  the  issued  and  outstanding   shares  of  Common  Stock  of  Interim  will
automatically  be  converted  by operation of law into an equal number of issued
and  outstanding  shares of Common  Stock of the Bank,  which will be all of the
issued and outstanding stock of the Bank.

         NOW,  THEREFORE,  in order to  consummate  this  Agreement  and Plan of
Reorganization  (the "Agreement"),  and in consideration of the mutual covenants
herein set forth, the parties agree as follows:




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                                    ARTICLE I

                         MERGER OF INTERIM INTO THE BANK
                               AND RELATED MATTERS

         1.1      On the  Effective  Date,  Interim will be merged with and into
                  the Bank and the separate  existence  of Interim  shall cease,
                  and  all  assets  and  property  (real,  personal  and  mixed,
                  tangible  and  intangible,   chooses  in  action,  rights  and
                  credits)  then owned by  Interim,  or which would inure to it,
                  shall immediately and  automatically,  by operation of law and
                  without any conveyance,  transfer,  or further action,  become
                  the  property  of the Bank.  The Bank  shall be deemed to be a
                  continuation  of  Interim,  and the Bank shall  succeed to the
                  rights and obligations of Interim.

         1.2      Following the Merger, the existence of the Bank shall continue
                  unaffected and unimpaired by the Merger,  with all the rights,
                  privileges,  immunities and powers,  and subject to all of the
                  duties and liabilities,  of a corporation  organized under the
                  laws of the United States. The Charter and Bylaws of the Bank,
                  as  presently  in  effect,  shall  continue  in full force and
                  effect and shall not be changed  in any manner  whatsoever  by
                  the Merger.

         1.3      From and after the Effective  Date, and subject to the actions
                  of the Board of Directors of the Bank, the business  presently
                  conducted  by  the  Bank  (whether  directly  or  through  its
                  subsidiaries)  will  continue  to be  conducted  by  it,  as a
                  wholly-owned  subsidiary  of  the  Holding  Company,  and  the
                  present  directors  and officers of the Bank will  continue in
                  their present positions. The home office and branch offices of
                  the Bank in existence  immediately prior to the Effective Date
                  shall continue to be the home office and branch offices of the
                  Bank from and after the Effective Date.

         1.4      The  Reorganization  will  have  no  effect  on the  corporate
                  structure of the Mutual  Holding  Company,  Skibo  Bancshares,
                  M.H.C.,  which  will  continue  to operate  under its  current
                  charter and bylaws,  and the present directors and officers of
                  the Mutual  Holding  Company  will  continue in their  present
                  positions.

                                   ARTICLE II

                               CONVERSION OF STOCK

         2.1      The terms and  conditions of the Merger,  the mode of carrying
                  the same into effect,  and the manner and basis of  converting
                  the Common Stock of the parties to this Agreement  shall be as
                  follows:

                  A.       On the Effective  Date, all shares of Common Stock of
                           the  Holding  Company  held  by  the  Bank  shall  be
                           canceled  and  shall no longer be deemed to be issued
                           or outstanding for any purpose.

                  B.       On the Effective Date,  shares of Common Stock,  $.10
                           par value,  of the Bank ("Bank Common Stock")  issued
                           and  outstanding  immediately  prior to the Effective
                           Date  shall  automatically  by  operation  of  law be
                           converted  into and  shall  become  shares  of Common
                           Stock, $.10 par value, of the Holding Company

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                           ("Holding  Company  Common Stock") on a three-for two
                           basis, with the rights,  privileges,  preferences and
                           voting  power  incident  to each share of Bank Common
                           Stock prior to such Effective  Date. Each person who,
                           but for the provisions of this Section  2.1B.,  would
                           be entitled  to a  fractional  share  interest in the
                           Holding  Company  Common  Stock  as a  result  of the
                           Reorganization,   upon   surrender  of   certificates
                           theretofore  representing  shares of Holding  Company
                           Common Stock, shall receive in lieu thereof an amount
                           in cash  equal  to such  fraction  multiplied  by the
                           average  of the bid and ask price of the Bank  Common
                           Stock on the last full trading day of the Bank Common
                           Stock  prior to the  Effective  Date.  Each  share of
                           Common  Stock  of  Interim  issued  and   outstanding
                           immediately prior to the Effective Date shall, on the
                           Effective Date,  automatically by operation of law be
                           converted  into and become one share of Common Stock,
                           $.10 par value,  of the Bank and shall not be further
                           converted  into shares of the Holding  Company Common
                           Stock, so that from and after the Effective Date, all
                           of the issued and outstanding  shares of Common Stock
                           of the Bank shall be held by the Holding Company.

                  C.       As soon as practicable after the Effective Date,  the
                           certificates representing the outstanding Bank Common
                           Stock  shall  be  surrendered  to  the  Bank  or  the
                           designated agent of the Bank ("Exchange Agent")  and,
                           upon such surrender, the Exchange Agent  shall  issue
                           and  deliver  in  substitution  therefore,  cash  and
                           certificates representing  the  number  of  shares of
                           Holding   Company   Common   Stock   into  which such
                           surrendered shares  have  been  converted  as herein-
                           before  provided,  and  cash in  lieu  of  fractional
                           shares (without interest).  Certificates representing
                           Bank Common Stock which are not surrendered shall  be
                           deemed for all purposes to evidence the ownership  of
                           the number of shares of Holding Company Common  Stock
                           into which said shares of the Bank  shall  have  been
                           converted as hereinbefore set forth and the right  to
                           receive  cash in the amount  determined  pursuant  to
                           Section  2.1B.;  provided,  however,   that   Holding
                           Company will not  distribute  to  the  holder  of  an
                           unsurrendered   certificate  for  Bank  Common  Stock
                           dividends declared  with  respect to  Holding Company
                           Common Stock until such owner  shall  surrender  such
                           certificate, at which time the holder  thereof  shall
                           be paid the amount of the dividends  having  a record
                           date  on  or  after  the Effective  Date  theretofore
                           declared with respect to Holding Company Common Stock
                           without  interest.  All such dividends  unclaimed  at
                           the end of one year from the Effective Date shall  be
                           repaid by the Exchange Agent to Holding Company,  and
                           thereafter   the   holders   of   such    outstanding
                           certificates  shall   look,  subject   to  applicable
                           escheat,  unclaimed  funds and other laws, as general
                           creditors  only  to  Holding   Company   for  payment
                           thereof.

                  D.       All shares of Holding Company Common Stock into which
                           shares of Bank Common Stock shall have been converted
                           pursuant to this Article shall be deemed to have been
                           issued in full  satisfaction of all rights pertaining
                           to such converted shares.

                  E.       On the Effective  Date,  the holders of  certificates
                           formerly  representing  Bank Common Stock outstanding
                           on the Effective  Date shall cease to have any rights
                           with  respect to Bank  Common  Stock,  and their sole
                           rights shall be with respect

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                           to the Holding  Company Common Stock into which their
                           shares of Bank Common Stock shall have been converted
                           by the Merger.

                                   ARTICLE III

                                   CONDITIONS

         3.1      The  obligations of the Bank, the Holding  Company and Interim
                  to effect the Merger and otherwise consummate the transactions
                  which  are the  subject  matter  hereof  shall be  subject  to
                  satisfaction of the following conditions:

                  A.       To the extent required by applicable law, rules,  and
                           regulations, the holders of the outstanding shares of
                           Bank  Common  Stock  shall,   at  a  meeting  of  the
                           stockholders  of the Bank duly called,  have approved
                           this Agreement by the affirmative  vote of two-thirds
                           of the outstanding shares of Bank Common Stock.

                  B.       The  shares of  Holding  Company  Common  Stock to be
                           issued  to  the  Bank  stockholders  pursuant  to the
                           Merger  shall have been,  if  required  by law,  duly
                           registered pursuant to the Securities Act of 1933, as
                           amended,  and the Bank shall have  complied  with all
                           applicable   state  securities  or  "blue  sky"  laws
                           relating  to  the  issuance  of the  Holding  Company
                           Common Stock.

                  C.       Any and all  approvals  from  the  Office  of  Thrift
                           Supervision   (the   "OTS"),   the  Federal   Deposit
                           Insurance  Corporation,  the  Securities and Exchange
                           Commission and any other  governmental  agency having
                           jurisdiction necessary for the lawful consummation of
                           the  Merger  and the  issuance  and  delivery  of the
                           Holding  Company Common Stock as contemplated by this
                           Agreement shall have been
                           obtained.

                  D.       The Bank shall have received either (i) a ruling from
                           the Internal  Revenue Service or (ii) an opinion from
                           its   legal   counsel,   to  the   effect   that  the
                           Reorganization  will  be  treated  as  a  non-taxable
                           transaction   under  applicable   provisions  of  the
                           Internal  Revenue  Code and that no gain or loss will
                           be  recognized by the  stockholders  of the Bank upon
                           the  exchange  of Bank Stock held by them for Holding
                           Company Stock.

                                   ARTICLE IV

                            EFFECTIVE DATE OF MERGER

         Upon  satisfaction or waiver (in accordance with the provisions of this
Agreement) of each of the conditions set forth herein,  the parties hereto shall
execute and cause to be filed Articles of Combination,  and/or such certificates
or  further  documents  as  shall be  required  by the OTS,  the  Office  of the
Secretary of the OTS, and with such other federal or state  regulatory  agencies
as  may be  required.  Upon  approval  by  the  OTS,  and  endorsement  of  such
certificates,  the Merger and other transactions  contemplated by this Agreement
shall become effective.  The Effective Date for all purposes  hereunder shall be
the date of such endorsement.


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                                    ARTICLE V

                            AMENDMENT AND TERMINATION

         5.1      The Bank, the Holding Company and Interim, by  mutual  consent
                  of their respective Boards of Directors or  Incorporators,  as
                  the  case  may be, to the extent permitted by law, may  amend,
                  modify, supplement and interpret this Agreement in such manner
                  as may be mutually agreed upon by them at any time  before  or
                  after the approval and adoption thereof by the stockholders of
                  the   Bank;  provided,  however,  that   no   such  amendment,
                  modification,  supplement  or  interpretation   shall  have  a
                  materially adverse impact on  the  Bank  or  its  stockholders
                  except with the approval of the stockholders of the Bank.

         5.2      This Agreement may be terminated at the election of any of the
                  parties  hereto  if any one or more of the  conditions  to the
                  obligations of any of them hereunder shall have been satisfied
                  and become  incapable of  fulfillment  and shall have not been
                  waived.  This  Agreement  may also be  terminated  at any time
                  prior  to the  Effective  Date by the  mutual  consent  of the
                  respective Boards of Directors of the parties.

         5.3      In the event of the termination of this Agreement  pursuant to
                  any of the  foregoing  provisions,  no  party  shall  have any
                  further  liability  or  obligation  of any nature to any other
                  party under this Agreement.


                                   ARTICLE VI

                                  MISCELLANEOUS

         6.1      Any of the terms or conditions of this  Agreement  (other than
                  the  necessary   approvals  of  stockholders   and  government
                  authorities)  may be waived  at any time by any  party  hereto
                  which is entitled to the benefit  thereof,  by action taken by
                  its Board of Directors;  provided,  however,  that such action
                  shall  be taken  only  if,  in the  judgment  of the  Board of
                  Directors  taking  the  action,  such  waiver  will not have a
                  materially  adverse effect on the benefits intended under this
                  Agreement to be afforded to the stockholders of the Bank.

         6.2      This Agreement embodies the entire agreement among the parties
                  and there have been and are no agreements,  representations or
                  warranties  among the  parties  other  than those set forth or
                  provided for herein.

         6.3      Any number of  counterparts  hereof may be  executed  and each
                  such counterpart shall be deemed to be an original instrument,
                  but all such  counterparts  together shall  constitute but one
                  instrument.

         6.4      Any  notice or  waiver  to be given to any  party  shall be in
                  writing  and  shall  be  deemed  to have  been  duly  given if
                  delivered,  mailed, or sent by prepaid telegram,  addressed to
                  such  party at 242 East Main  Street,  Carnegie,  Pennsylvania
                  15106.


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         6.5      The  captions  contained  in this  Agreement  are  solely  for
                  convenient  reference  and shall  not be deemed to affect  the
                  meaning or interpretation of any paragraph hereof.

         6.6      The Bank will pay all fees and expenses incurred in connection
                  with the  transactions  contemplated by this Agreement.  After
                  the  Reorganization,  the Holding  Company will incur  certain
                  expenses  that  arise  from its  creation  for the  purpose of
                  serving as, and continued existence as, the holding company of
                  the Bank,  such as the  costs  associated  with the  filing of
                  reports with the OTS,  holding of directors  and  stockholders
                  meetings and maintaining  relations with and providing reports
                  to  stockholders.  The Bank agrees that it will  reimburse the
                  Holding  Company for such ordinary and usual expenses when and
                  as payable by the Holding Company.

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         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement and Plan of Reorganization as of the date first above written.

                                           FIRST CARNEGIE DEPOSIT


                              BY:      /s/ Walter G. Kelly                      
                                       -----------------------------------------
                                       Walter G. Kelly, President


                          ATTEST:      /s/ Alexander J. Senules                 
                                       -----------------------------------------
                                       Alexander J. Senules, Corporate Secretary



                                 SKIBO FINANCIAL CORP. (In Formation)



                              BY:      /s/ Walter G. Kelly                      
                                       -----------------------------------------
                                       Walter G. Kelly, President


                          ATTEST:      /s/ Alexander J. Senules                 
                                       -----------------------------------------
                                       Alexander J. Senules, Corporate Secretary




                                 SKIBO INTERIM SAVINGS BANK (In formation)



                              BY:      /s/ Walter G. Kelly                      
                                       -----------------------------------------
                                       Walter G. Kelly, President


                          ATTEST:      /s/ Alexander J. Senules
                                       -----------------------------------------
                                       Alexander J. Senules, Corporate Secretary