<PAGE>   1


                              SHAREHOLDER SERVICES

================================================================================

The Fifth Third Bank serves as transfer agent and dividend distributing agent
for MFC's shares. Communications regarding change of address, transfer of
shares, lost certificates and dividends should be sent to:

                              The Fifth Third Bank
                            Stock Transfer Department
                             Mail Drop 1090F 5-3212
                            38 Fountain Square Plaza
                             Cincinnati, Ohio 45263
                                 (513) 579-5320
                                 (800) 837-2755


                                 ANNUAL MEETING

===============================================================================

The 1998 Annual Meeting of Shareholders of Market Financial Corporation will be
held on January 30, 1998, at 10:00 a.m., Eastern Time, at Shuller's Wigwam
Restaurant, 6210 Hamilton Avenue, Mt. Healthy, Ohio 45224. Shareholders are
cordially invited to attend.


                          ANNUAL REPORT ON FORM 10-KSB

===============================================================================

A copy of MFC's Annual Report on Form 10-KSB, as filed with the Securities and
Exchange Commission, will be available at no charge to shareholders upon request
to:

                          Market Financial Corporation
                              7522 Hamilton Avenue
                             Mt. Healthy, Ohio 45231
                              Attention: President


                                       47
<PAGE>   2





                          MARKET FINANCIAL CORPORATION
                              7522 HAMILTON AVENUE
                             MT. HEALTHY, OHIO 45231
                                 (513) 521-9772

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Market Financial Corporation ("MFC") will be held at Shuller's Wigwam
Restaurant, 6210 Hamilton Avenue, Cincinnati, Ohio 45224, on January 30, 1998,
at 10:00 a.m., Eastern Time (the "Annual Meeting"), for the following purposes,
all of which are more completely set forth in the accompanying Proxy Statement:

                     1.         To reelect three directors of MFC for terms 
                                expiring in 2000;

                     2.        To ratify the selection of Grant Thornton LLP as
                               the auditors of MFC for the current fiscal year;
                               and

                     3.        To transact such other business as may properly
                               come before the Annual Meeting or any
                               adjournments thereof.

         Only shareholders of MFC of record at the close of business on December
19, 1997, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
AT THE ANNUAL MEETING MAY BE ASSURED. The giving of a proxy does not affect your
right to vote in person in the event you attend the Annual Meeting.


                                           By Order of the Board of Directors





                                           John T. Larimer, President


Mt. Healthy, Ohio
December 29, 1997


<PAGE>   3


                          MARKET FINANCIAL CORPORATION
                              7522 HAMILTON AVENUE
                             MT. HEALTHY, OHIO 45231
                                 (513) 521-9772

                                 PROXY STATEMENT

                                     PROXIES

         The enclosed proxy is being solicited by the Board of Directors of
Market Financial Corporation, an Ohio corporation ("MFC"), for use at the 1998
Annual Meeting of Shareholders of MFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Avenue, Cincinnati, Ohio 45224, on January 30, 1998, at 10:00
a.m., Eastern Time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the proxy may be revoked by a
shareholder by execution of a later dated proxy which is received by MFC before
the proxy is exercised or by giving notice of revocation to MFC in writing or in
open meeting before the proxy is exercised. Attendance at the Annual Meeting
will not, of itself, revoke a proxy.

         Each properly executed proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:

          FOR the reelection of Robert Gandenberger, John T. Larimer and Edgar
          H. May as directors of MFC for terms expiring in 2000; and

          FOR the ratification of the selection of Grant Thornton LLP ("Grant
          Thornton") as the auditors of MFC for the current fiscal year.

         Proxies may be solicited by the directors, officers and other employees
of MFC and The Market Building and Saving Company, a wholly-owned subsidiary of
MFC ("Market"), in person or by telephone, telecopy, telegraph or mail, only for
use at the Annual Meeting. Such proxies will not be used for any other meeting.
The cost of soliciting proxies will be borne by MFC.

         Only shareholders of record as of the close of business on December 19,
1997 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
MFC's records disclose that, as of the Voting Record Date, there were 1,335,725
votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to the shareholders of MFC
on or about December 29, 1997.




<PAGE>   4


                                  VOTE REQUIRED
                                  -------------

ELECTION OF DIRECTORS

         Under Ohio law and MFC's Code of Regulations (the "Regulations"), the
three nominees receiving the greatest number of votes will be elected as
directors. Each shareholder will be entitled to cast one vote for each share
owned. Shares as to which the authority to vote is withheld are not counted
toward the election of directors or toward the election of the individual
nominees specified in the enclosed Proxy. If the enclosed Proxy is signed and
dated by the shareholder but no vote is specified thereon, the shares held by
such shareholder will be voted FOR the re-election of the three nominees. No
shareholder may cumulate votes in the election of directors.

RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of the holders of a majority of the shares of MFC
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of MFC for the current fiscal
year. Shares which are held by a nominee for a beneficial owner and which are
represented in person or by proxy at the Annual Meeting but not voted with
respect to such proposals ("Non-votes") will have the same effect as a vote
against the approval of such ratification, as will abstentions. If, however, a
shareholder has signed and dated a proxy in the form of the enclosed Proxy but
has not voted on the ratification of the selection of Grant Thornton by checking
an appropriate block on the Proxy, such person's shares will be voted FOR the
ratification of the selection of Grant Thornton and will not be considered
Non-votes.


   VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   ---------------------------------------------------------------------------

         The following table sets forth certain information with respect to the
only person known to MFC to own beneficially more than five percent of the
outstanding common shares of MFC as of December 1, 1997:

<TABLE>
<CAPTION>

                                        Amount and Nature of          Percent of
 Name And Address                       Beneficial Ownership      Shares Outstanding
 ----------------                       --------------------      -------------------
<S>                                      <C>                        <C>
 First Bankers Trust Company, N.A.
 1201 Broadway                                 106,858                   8.00%
 Quincy, Illinois 62301

<FN>
  ----------------------------

  (1)    Consists of shares held by First Bankers Trust Company, N.A. (the
         "Trustee"), as the Trustee for the Market Financial Corporation
         Employee Stock Ownership Plan (the "ESOP"). The Trustee has voting
         power over shares that have not been allocated to an ESOP participant
         and shares that have been allocated to an ESOP participant but as to
         which no voting instructions are given by the recipient. The Trustee
         has limited shared investment power over all ESOP shares.
</TABLE>
                                       2

<PAGE>   5

         The following table sets forth certain information with respect to the
number of common shares of MFC beneficially owned by each director of MFC and
Market and by all directors and executive officers of MFC and Market as a group
as of December 1, 1997:

<TABLE>
<CAPTION>
                                             Amount and Nature of
                                            Beneficial Ownership
                                    -------------------------------------
                                    Sole Voting and      Shared Voting and        Percent of
Name And Address (1)                Investment Power     Investment Power     Shares Outstanding
--------------------                ----------------     ----------------     ------------------
<S>                                  <C>                 <C>                   <C>
Robert Gandenberger                           -                 2,500                0.19%
John T. Larimer                          23,450 (2)                 -                1.76
Rae Skirvin Larimer                      21,700 (3)                 -                1.62
Edgar H. May                              5,000                     -                0.37
L. Craig Martin (4)                      28,228                22,200 (5)            3.78
R. C. Meyerenke                               -                 2,500                0.19
Wilbur H. Tisch                           5,000                     -                0.37
Una E. Schaeperklaus (4)                  8,500                     -                0.64
Kathleen A. White                             -                 1,000                0.07
All directors of and 
  executive officers
  of MFC and Market as a group
  (11 people)                            95,378                28,200                9.25%

<FN>
----------------------------

(1)  Each of the persons listed in this table may be contacted at the address of
     MFC.

(2)  Does not include 21,700 shares owned by Mr. Larimer's spouse, Rae Skirvin
     Larimer.

(3)  Does not include 23,450 shares owned by Ms. Larimer's spouse, John T.
     Larimer.

(4)  Mr. Martin and Ms. Schaeperklaus are directors of Market but are not
     directors of MFC.

(5)  Includes 20,200 shares owned by Mr. Martin's wife and 2,000 shares owned by
     Mr. Martin's son.
</TABLE>


                      PROPOSAL ONE - ELECTION OF DIRECTORS
                      ------------------------------------

ELECTION OF DIRECTORS

         The Regulations provide for a Board of Directors consisting of seven
persons divided into two classes. In accordance with Section 2.02 of the
Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of MFC by the later of the
October 31st immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of common shares
of MFC owned either beneficially or of record by each such nominee and the
length of time such shares have been so owned.

                                       3


<PAGE>   6

         The Board of Directors proposes the re-election of the following
persons to serve until the Annual Meeting of Shareholders in 2000 and until
their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>
                                                                       Director    Director
                                                                        of MFC    of Market
  NAME                         AGE        POSITION(S) HELD             SINCE (2)    SINCE
  ----                         ----       ----------------             ---------    -----
                            (1)
<S>                            <C>        <C>                          <C>          <C>
  Robert Gandenberger          69         Director                       1996         -
  John T. Larimer              64         Director and President         1996        1975
  Edgar H. May                 73         Director and Vice President    1996        1992
<FN>
-----------------------------

(1)      As of December 15, 1997.

(2)      Messrs. Gandenberger, Larimer and May became directors of MFC in
         connection with the conversion of Market from mutual to stock form (the
         "Conversion") and the formation of MFC as the holding company for
         Market.
</TABLE>


         If any nominee is unable to stand for election, any proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.

         The following directors will continue to serve as directors of MFC
after the Annual Meeting for the terms indicated:

<TABLE>
<CAPTION>
                                                            DIRECTOR OF                             DIRECTOR OF
NAME                  AGE (1)      POSITIONS HELD          MFC SINCE (2)       TERM EXPIRES        MARKET SINCE
----                  -------      --------------          -------------       ------------        ------------
<S>                     <C>        <C>                         <C>                <C>              <C>      
Rae Skirvin Larimer     61         Director and Secretary       1996               1999                  -
R.C. Meyerenke          75         Director and Treasurer       1996               1999                1974
Wilbur H. Tisch         82         Director                     1996               1999                  -
Kathleen A. White       40         Director                     1996               1999                  -
<FN>
-----------------------------
(1)      As of December 15, 1997.

(2)      Each director became a director of MFC in connection with the Conversion.
</TABLE>


         ROBERT GANDENBERGER. Mr. Gandenberger retired as Supervisor of the
Hamilton County Recorder's Office in 1994. From 1991 to 1994, Mr. Gandenberger
served as a director of The Cleves-North Bend Building and Loan Company, an Ohio
savings and loan association which merged into Market in December 1995
("Cleves-North Bend").

         JOHN T. LARIMER. Mr. Larimer, an attorney, has been a director of
Market since 1975, President of Market since 1993, Managing Officer of Market
since November 1995, and President of MFC since March 1996. Mr. Larimer is Rae
Skirvin Larimer's spouse and is a brother-in-law of Una Schaeperklaus, a
director of Market.

         RAE SKIRVIN LARIMER. Ms. Larimer has been legal counsel for Market
since 1975. From 1979 to 1994, Ms. Larimer served as a director of Cleves-North
Bend. Ms. Larimer is John T. Larimer's spouse and the sister of Una
Schaeperklaus.

         EDGAR H. MAY. Mr. May has served as a director of Market since 1992 and
as Vice President of Market and MFC since January 14, 1997. From 1960 until his
retirement in 1994, Mr. May was a broker and partner in Ed May Realty Co.,
located in Deer Park, Ohio.

         R.C. MEYERENKE. Mr. Meyerenke has served Market as a director since
1974 and as the Secretary and the Treasurer since 1972. From 1974 until his
retirement in 1991, Mr. Meyerenke was the Managing Officer of Market.


                                       4
<PAGE>   7

         WILBUR H. TISCH. Mr. Tisch retired as owner and President of General
Metal Works in 1983. Mr. Tisch served as a director of Cleves-North Bend from
1975 to 1994 and as President from 1986 to 1994.

         KATHLEEN A. WHITE. Ms. White has been employed as a real estate title
examiner since 1980.

MEETINGS OF DIRECTORS

         MFC was incorporated in April 1996. The Board of Directors of MFC met
seven times for regularly scheduled and special meetings during the fiscal year
ended September 30, 1997. Each director attended at least 75% of the aggregate
of such meetings. No MFC Board of Directors' committee meetings were held during
fiscal year 1997.

         The Board of Directors of Market met 14 times for regularly scheduled
and special meetings during the fiscal year ended September 30, 1997. Each
director attended at least 75% of the aggregate of such meetings.

COMMITTEES OF DIRECTORS

         The Board of Directors of MFC does not have a nominating committee or a
compensation committee. Nominees for election to the Board of Directors are
selected by the entire Board of Directors.

         The Board of Directors of Market has an Audit Committee, a Compensation
Committee and an Executive Committee.

         The Audit Committee is responsible for reviewing and reporting to the
full Board of Directors on the independent audit of MFC and reviewing Market's
loan files for regulatory compliance and adherence to Market's lending policies.
The Audit Committee recommends audit firms to the full Board of Directors and
reviews and approves the annual independent audit report. The members of the
Audit Committee are Mr. Meyerenke and Ms. Schaeperklaus. The Audit Committee did
not meet separately from the full Board of Directors during the fiscal year
ended September 30, 1997.

         Market's Compensation Committee is comprised of Messrs. May and
Meyerenke and Ms. Schaeperklaus. The function of the Compensation Committee is
to make recommendations to the Board of Directors regarding the compensation of
Market's executive officers and employees. The Compensation Committee did not
meet separately from the full Board of Directors during the fiscal year ended
September 30, 1997.

         The members of the Executive Committee are Ms. Schaeperklaus and
Messrs. Larimer, Meyerenke and May. The Executive Committee is authorized to act
on behalf of the Board of Directors between regular meetings of the Board of
Meetings. The Executive Committee met once during the fiscal year ended
September 30, 1997.


                               EXECUTIVE OFFICERS
                               ------------------

         The following table sets forth certain information with respect to the
current executive officers of MFC:

<TABLE>
<CAPTION>
Name                                         Age(1)               Position(s) Held
----                                        -------               --------------------- 
<S>                                            <C>                <C>
John T. Larimer                                64                 President and Director
Rae Skirvin Larimer                            61                 Secretary and Director
Edgar H. May                                   73                 Vice President and Director
Julie M. Bertsch                               36                 Chief Financial Officer
<FN>
-----------------------------

(1)      As of December 15, 1997.
</TABLE>


         JULIE M. BERTSCH, a Certified Public Accountant, was hired as Chief
Financial Officer of MFC and Market in June 1996. Prior to joining MFC, Ms.
Bertsch was employed from August 1987 until June 1996 with Grant Thornton,
independent certified public accountants.


                                       5



<PAGE>   8

         For biographical information regarding John T. Larimer, Rae Skirvin
Larimer and Edgar H. May, see "PROPOSAL ONE - ELECTION OF DIRECTORS."


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
                ------------------------------------------------

EXECUTIVE COMPENSATION

         The following table presents certain information regarding the cash
compensation received by the President and Chief Executive Officer of MFC and
Market. No other executive officer of MFC or Market received compensation in
excess of $100,000 during the fiscal years ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

------------------------- ----------- ---------------------------------
                                            Annual Compensation

                                      ---------------------------------
Name and                     Year        Salary ($)       Bonus ($)
Principal
Position

------------------------- ----------- ----------------- ---------------
<S>                          <C>           <C>     <C>     <C>   
John T. Larimer              1997          $94,500 (1)     $4,835
  President and Chief        1996           70,703 (2)
  Executive Officer
------------------------- ----------- ----------------- ---------------

<FN>
-----------------------------

(1)      Does not include amounts attributable to other miscellaneous benefits
         received by executive officers. The cost to MFC or Market of providing
         such benefits to Mr. Larimer was less than 10% of his cash
         compensation.

(2)      Includes salary of $56,078 and directors' fees of $14,625. Does not
         include amounts attributable to other miscellaneous benefits received
         by executive officers. The cost to Market of providing such benefits to
         Mr. Larimer was less than 10% of his cash compensation.
</TABLE>

DIRECTOR COMPENSATION

         Each director of MFC who is not a director of Market receives an annual
fee of $10,000. Each director of Market currently receives a fee of $19,500 per
year. Mr. Larimer does not receive director's fees from MFC or Market.

EMPLOYMENT AGREEMENTS

         On April 1, 1997, Market entered into an employment agreement with Mr.
Larimer (the "Employment Agreement").

         The Employment Agreement provides for a term of three years, a salary
of not less than $94,500 and a performance review by the Board of Directors not
less often than annually. The Employment Agreement also provides for the
inclusion of Mr. Larimer in any formally established employee benefit, bonus,
pension and profit-sharing plans for which senior management personnel are
eligible.

         The Employment Agreement is terminable by Market at any time. In the
event of termination by Market for "just cause," as defined in the Employment
Agreement, Mr. Larimer will have no right to receive any compensation or other
benefits for any period after such termination. In the event of termination by
Market before the end of the term of the Employment Agreement other than for
just cause, or in connection with a "change of control," as defined in the
Employment Agreement, Mr. Larimer will be entitled to a continuation of salary
payments for a period of time equal to the term of the Employment Agreement and
a continuation of benefits substantially equal to those being provided at the
date of termination of employment until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Larimer becomes
employed full-time by another employer.


                                       6


<PAGE>   9

         The Employment Agreement also contains provisions with respect to the
occurrence of the following within one year of a "change of control": (1) the
termination of employment of Mr. Larimer for any reason other than just cause,
retirement or termination at the end of the term of the Employment Agreement;
(2) a material change in the capacity or circumstances in which Mr. Larimer is
employed; or (3) a material reduction in his responsibilities, authority,
compensation or other benefits provided under the Employment Agreement. In the
event of any such occurrence, Mr. Larimer will be entitled to receive an amount
equal to three times his average annual compensation for the three taxable years
immediately preceding the termination of employment. In addition, Mr. Larimer
will be entitled to continued coverage under all benefit plans until the
earliest of the end of the term of the Employment Agreement or the date on which
he is included in another employer's benefit plans as a full-time employee. The
maximum which Mr. Larimer may receive under such provisions, however, is limited
to an amount that will not result in the imposition of a penalty tax pursuant to
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and an amount that will not violate applicable restrictions of the
Office of Thrift Supervision (the "OTS"). A "change of control," as defined in
the Employment Agreement, generally refers to the acquisition by any person or
entity of the ownership or power to vote 25% or more of the voting stock of
Market or MFC, the control of the election of a majority of the directors of
Market or MFC or the exercise of a controlling influence over the management or
policies of Market or MFC.

CERTAIN TRANSACTIONS

         In accordance with OTS regulations, Market makes loans to executive
officers and directors of Market and MFC in the ordinary course of business and
on the same terms and conditions, including interest rates and collateral, as
those of comparable loans to other persons. All outstanding loans to executive
officers and directors during the last two fiscal years were made pursuant to
such policy, do not involve more than the normal risk of collectibility or
present other unfavorable features and are current in their payments.

         Rae Skirvin Larimer, the spouse of John T. Larimer and director of MFC,
serves as general counsel to Market. During the fiscal year ended September 30,
1997, Market paid $20,000 in legal fees to Ms. Larimer for her services. Ms.
Larimer does not serve as legal counsel to MFC.


                      PROPOSAL TWO - SELECTION OF AUDITORS
                      ------------------------------------

         The Board of Directors has selected Grant Thornton as the auditors of
MFC and Market for the current fiscal year and recommends that the shareholders
ratify such selection. Management expects that a representative of Grant
Thornton will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.


                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
                   -------------------------------------------

         Any proposals of shareholders intended to be included in the proxy
statement for the 1999 Annual Meeting of Shareholders of MFC should be sent to
MFC by certified mail and must be received by MFC not later than August 31,
1998.

         Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.


                                       7



<PAGE>   10

         IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.


                                           By Order of the Board of Directors




                                           John T. Larimer, President

Mt. Healthy, Ohio
December 29, 1997

                                       8
<PAGE>   11


                                 REVOCABLE PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                          MARKET FINANCIAL CORPORATION

        MARKET FINANCIAL CORPORATION 1998 ANNUAL MEETING OF SHAREHOLDERS
                                JANUARY 30, 1998

         The undersigned shareholder of Market Financial Corporation ("MFC")
hereby constitutes and appoints Julie M. Bertsch and Kathleen A. White, or
either of them, as the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of MFC to be held at Shuller's Wigwam Restaurant, 6210 Hamilton Avenue,
Cincinnati, Ohio 45224, on January 30, 1998, at 10:00 a.m. local time (the
"Annual Meeting"), all of the shares of MFC which the undersigned is entitled to
vote at the Annual Meeting, or at any adjournment thereof, on each of the
following proposals, all of which are described in the accompanying Proxy
Statement:

1.       The election of three directors:

               FOR all nominees                        WITHHOLD authority to
                listed below                           vote for all nominees
      [    ]   (except as marked to the    [    ]      listed below:
                     contrary below):

                                         Robert Gandenberger
                                         John T. Larimer
                                         Edgar H. May

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).

------------------------------------------------------------------------------



2.       The ratification of the selection of Grant Thornton LLP, certified
         public accountants, as the auditors of MFC for the current fiscal year.


    [  ]  FOR                   [   ]    AGAINST           [    ]   ABSTAIN

3.       In their discretion, upon such other business as may properly come
         before the Annual Meeting or any adjournments thereof.

         The Board of Directors recommends a vote "FOR" the nominees and the
proposals listed above.

         IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE>   12

         This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.

         All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 1998 Annual Meeting of Shareholders of MFC and of
the accompanying Proxy Statement is hereby acknowledged.

         Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.


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


----------------------------                ------------------------------
Print or Type Name                                   Print or Type Name


Dated: _____________________                Dated: _______________________


PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.

                                       2