Exhibit 99.2
Rockingham Heritage Bank
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints ____________________ and
____________________, jointly and severally, proxies, with full power to act
alone, and with full power of substitution, to represent the undersigned and to
vote, as designated below and upon any and all other matters that may properly
be brought before such meeting, all shares of Common Stock that the undersigned
would be entitled to vote at a Special Meeting of Shareholders of Rockingham
Heritage Bank, a Virginia state bank ("Rockingham"), to be held at
____________________________, __________, Virginia, on ________ __, 2000 at
______.m., local time, or any adjournments thereof, for the following purposes:
1. To approve the Amended and Restated Agreement and Plan of
Merger, dated as of June 21, 2000, by and among Rockingham,
Marathon, The Marathon Bank, and Marathon Merger Bank, a
wholly-owned bank subsidiary of MFC, and a related Plan of
Merger, which provides for Marathon Merger Bank to be merged
with and into Rockingham (collectively, the "Agreement"). The
Agreement is enclosed with the accompanying Joint Proxy
Statement/Prospectus as Appendix A.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon
any other business that may properly come before the meeting,
or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ITEM 1.
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Printed Name Signature
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Signature
Dated: ___/___/00
(If signing as Attorney, Administrator,
Executor, Guardian or Trustee, please add
your title as such.)
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY
