Exhibit 10.3 PROXY BANK OF YORBA LINDA PROXY SPECIAL MEETING OF SHAREHOLDERS _____________, 1997 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder acknowledges receipt of the Notice of Special Meeting of Shareholders of the Bank of Yorba Linda and the accompanying Proxy Statement dated ___________, 1997, and revoking any proxy heretofore given, hereby appoints Robert Ucciferri, John F. Myers, and H. Rhoads Martin, Jr., or any one of them, with full power to act alone, my true and lawful attorney(s), agent(s) and proxy, with full power of substitution, for me and in my name, place and stead to vote and act with respect to all shares of common stock of the Bank which the undersigned would be entitled to vote at the Special Meeting of Shareholders to be held on ___________, 1997, at 5:30 p.m., in the Main Lobby, Bank of Yorba Linda, 18206 Imperial Highway, Yorba Linda, California, and at any and all adjournment or adjournments thereof, with all the powers that the undersigned would possess if personally present, as follows: 1. APPROVAL OF PLAN OF REORGANIZATION AND MERGER AGREEMENT DATED MAY 2, 1997 REGARDING THE FORMATION OF A BANK HOLDING COMPANY To approve the Plan of Reorganization and Merger Agreement ("Merger Agreement"), entered into as of May 2, 1997 by and among the Bank, BYL Bancorp (the "Holding Company") and BYL Merger Corporation (the "Merger Corp."), providing for the acquisition of the Bank by the Holding Company by means of a merger (the "Merger") of the Merger Corp. with and into the Bank, as a result of which the Holding Company will issue common stock, no par value of the Holding Company ("Holding Company Common Stock"), to each of the Bank shareholders, in exchange for all of the outstanding shares of common stock, no par value of the Bank (the "Bank Common Stock"). These transactions are more fully described in the enclosed Proxy Statement/Prospectus and in the Merger Agreement attached as Annex 1 to the Proxy Statement/Prospectus. / / FOR / / AGAINST / / ABSTAIN 2. APPROVAL OF THE BYL BANCORP 1997 STOCK OPTION PLAN To approve the proposed BYL Bancorp 1997 Stock Option Plan (the "1997 Plan"), adopted by the Board of directors of the Holding Company on April 23, 1997 that would reserve 460,519 shares of Common Stock of the Holding Company, as described in the Proxy Statement/Prospectus dated ____________, 1997, subject to approval of the California Commissioner of Corporations, and any required changes of any regulatory agency. / / FOR / / AGAINST / / ABSTAIN - 1 - 3. OTHER BUSINESS To transact such other business as may properly come before the meeting. Execution of this proxy confers authority to vote "FOR" each proposal listed above unless the shareholder directs otherwise. If any other business is presented at said meeting, this proxy shall be voted in accordance with the recommendations of the Board of Directors. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. All joint owners SHOULD sign. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. I/WE DO / / or I/WE DO NOT / / expect to attend the meeting. Dated: , 1997 ------------------- ----------------- (Number of Shares) ------------------------------------ Signature of Shareholder(s) ------------------------------------ Signature of Shareholder(s) - 2 -