REVOCABLE PROXY

                                    DNB FINANCIAL
                                 7710 LIMONITE AVENUE
                             RIVERSIDE, CALIFORNIA  92509

                       SOLICITED BY THE BOARD OF DIRECTORS FOR
                           SPECIAL MEETING OF SHAREHOLDERS
                                    ________, 1998


     The undersigned holder of common stock of DNB Financial, a California
corporation (the "Company"), acknowledges receipt of a copy of the Notice of
Special Meeting of Shareholders dated ___________, 1998, and, revoking any proxy
heretofore given, hereby appoints Marjorie R. Steinbrinck and Donald D. 
Galleano, and each of them, with full power to each of substitution as attorneys
and proxies to appear and vote all shares of common stock of the Company
registered in the name(s) of the undersigned and held by the undersigned of
record as of ________, 1998, at the Special Meeting of Shareholders of the
Company to be held at 7710 Limonite Avenue, Suite M, Riverside, California, on
Wednesday, __________, 1998, at 5:30 p.m., and at any postponements and
adjournments thereof, upon the following items as set forth in the Notice of
Special Meeting and to vote according to their discretion on all other matters
which may be properly presented for action at the meeting.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEM:

     (1)  To approve the Agreement and Plan of Reorganization dated January 29,
          1998, as amended (the "Agreement"), by and among the Company, BYL
          Bancorp ("BYL"), De Anza National Bank ("DANB") and Bank of Yorba
          Linda ("BOYL"), whereby the Company will merge with and into BYL, with
          BYL surviving the merger, and DANB will merge with and into BOYL, with
          BOYL surviving the merger.  Pursuant to the Agreement, the holders of
          Company common stock will be entitled to receive shares of BYL common
          stock in exchange for shares of Company common stock.  The terms and
          conditions of the Agreement and the formulas for calculating the
          number of shares of BYL common stock to be received for each share of
          Company common stock are set forth in the accompanying Joint Proxy
          Statement/Prospectus.  Approval of the Agreement requires the
          affirmative vote of a majority of the outstanding shares of Company
          common stock.  

          _____  FOR     _____  AGAINST      _____  ABSTAIN

     (2)  In their discretion, the proxy holders are authorized to vote upon
          such other business as may properly come before the meeting or matters
          incidental to the conduct of the meeting.

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE.  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSAL 1.  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE IT WILL BE
VOTED "FOR" PROPOSAL 1.



     WITNESS my hand this _____ day of _______________, 1998.

          NAME AND ADDRESS OF           (Please sign exactly as name appears
         COMPANY SHAREHOLDER(S)         hereon.  When signing as attorney,
                                        executor, administrator, trustee or
                                        guardian, give full title as such.  If
                                        a corporation, please affix corporate
                                        seal.  If a partnership, please sign in 
                                        partnership name by authorized
                                        persons.  If joint tenants, each joint
                                        tenant should sign.)

                                        _______________________________________
                                        Signature 

                                        _______________________________________
                                        Signature if held jointly

WHETHER OR NOT YOU PLAN TO ATTEND THIS SPECIAL MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED POSTAGE-PAID ENVELOPE.