[LETTERHEAD OF MISSISSIPPI VIEW HOLDING COMPANY]






April 13, 1998


To Our Stockholders:


         Mississippi View Holding Company (the "Company") is offering to
purchase 222,000 shares (approximately 30% of its currently outstanding shares)
of its common stock from its stockholders at a cash price not greater than
$21.50 nor less than $19.50 per share. The Company is conducting the Offer
through a procedure commonly referred to as a "Modified Dutch Auction." This
procedure allows you to select the price within that price range at which you
are willing to sell your shares to the Company. Based upon the number of shares
tendered and the prices specified by the tendering stockholders, the Company
will determine a single per share purchase price within that price range which
will allow it to buy 222,000 shares (or such lesser number of shares as are
validly tendered and not withdrawn at prices not greater than $21.50 nor less
than $19.50 per share) (the "Purchase Price"). Subject to possible proration in
the event more than 222,000 shares are tendered at or below the Purchase Price,
all of the shares that are validly tendered at prices at or below that Purchase
Price (and are not withdrawn) will be purchased at that same Purchase Price, net
to the selling stockholder in cash. Since the Company is purchasing stock
directly from its stockholders, there are no brokerage commissions. All other
shares which have been tendered and not purchased will be returned to the
stockholder.

         For those stockholders who own an aggregate of fewer than 100 shares,
the Offer may represent an opportunity to sell all of their shares without
having to pay brokerage commissions.

         The Offer, proration period and withdrawal rights expire at 5:00 p.m.,
Eastern time, on Monday, May 11, 1998, unless the Offer is extended.

         Neither the Company nor its Board of Directors makes any recommendation
to any stockholder as to whether to tender or refrain from tendering shares. You
must make your own decision whether to tender shares and, if so, how many shares
to tender and at which price or prices.

         This Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your shares, the instructions on
how to tender shares are also explained in detail in the enclosed materials. I
encourage you to read these materials carefully before making any decision with
respect to the Offer.


                                                 Very truly yours,

                                                 /s/ Thomas J. Leiferman

                                                 Thomas J. Leiferman
                                                 President