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


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     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
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                                         (Number of Shares)


                                         ------------------------------------
                                         Signature of Shareholder(s)


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                                         Signature of Shareholder(s)


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