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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.
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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____
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Signature
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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.