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COMMON STOCK                                                   ______ SHARES
CERTIFICATE NO.               SKIBO FINANCIAL CORP.
 
                             INCORPORATED UNDER THE
                            LAWS OF THE UNITED STATES
                                             CUSIP NO. 830611 10 9
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

               THIS
               CERTIFIES
               THAT

               IS THE
               OWNER OF

               FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, 
               $0.10 PAR VALUE PER SHARE OF

                              SKIBO FINANCIAL CORP.

         The shares evidenced by this  certificate are transferable  only on the
books of Skibo  Financial  Corp.  by the holder of record hereof in person or by
attorney, upon the surrender of this certificate properly endorsed. These shares
are  nonwithdrawable  and are not of an  insurable  type.  Such  shares  are not
insured by the Federal Deposit Insurance  Corporation,  the Bank Insurance Fund,
the Savings  Association  Insurance Fund or any other  government  agency.  This
certificate  is not valid unless  countersigned  and  registered by the Transfer
Agent and Registrar.

         In Witness  Whereof,  Skibo Financial Corp. has caused this certificate
to be executed by the facsimile  signatures of its duly authorized  officers and
has caused a facsimile of its corporate seal to be hereunto affixed.



 




--------------------------------                            --------------------
 Alexander J. Senules                                       Walter G. Kelly
 Secretary                            SEAL                  President
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                              SKIBO FINANCIAL CORP.

         The shares  represented by this  certificate  are issued subject to all
the provisions of the Charter and Bylaws of Skibo  Financial  Corp.  (the "Stock
Company"),  as from  time to time  amended  (copies  of which are on file at the
principal office of the Stock Company), 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  Stock  Company  contains   certain   provisions,
applicable  upon the  effective  date of the  reorganization  of First  Carnegie
Deposit  into a federal  stock  savings bank and the  concurrent  formation of a
mutual  holding  company,  that  restrict  persons 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 Stock
Company  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 Stock  Company  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 Stock Company, any majority-owned subsidiary
of the Stock Company, 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.  Skibo Bancshares,  M.H.C., the federally  chartered mutual holding
company of the Stock Holding  Company and First  Carnegie  Deposit (the "Holding
Company")  will own in excess of 50% of the Common Stock of the Stock Company so
long as the Holding Company remains in mutual form.

         The Board of Directors of the Stock Company is authorized by resolution
or resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock, in series and to fix and state the voting powers, designations,
preferences and relative,  participating,  optional,  or other special rights of
the  shares  of  each  such  series  and  the  qualifications,  limitations  and
restrictions  thereof.  The Stock Company will furnish to any  shareholder  upon
request and  without  charge a full  description  of each class of stock and any
series thereof.

         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.

TEN COM -  as tenants in common      UNIF GIFT TRAN ACT - _____ Custodian _____
                                                          (Cus)          (Minor)
TEN ENT -  as tenants by the entireties
                                            under Uniform Tranfers to Minors Act

JT TEN  -  as joint tenants with right of   ____________________________________
           survivorship and not as tenants        State)
           in common

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


         FOR VALUE RECEIVED,  ________________ hereby sell,  assign and transfer
unto ___________, ___________, Shares of the  Common  Stock  evidenced  by  this
Certificate,  and do hereby  irrevocably constitute  and appoint ______________,
Attorney,  to transfer the said shares on the books of  First  Carnegie  Deposit
with full power of substitution.

Dated ____________________, 19____

                                    ---------------------------------- 
                                    Signature


                                    ----------------------------------
                                    Signature

In presence of: _________________________

NOTE:  THE SIGNATURE TO THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME OF THE
STOCKHOLDER(S)  AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.