EXHIBIT 99

                                      PROXY

                                 DISCOVERY BANK
                         SPECIAL MEETING OF SHAREHOLDERS
                                  _______, 2005

      The undersigned shareholder of Discovery Bank (the "Bank") hereby
nominates, constitutes and appoints ________________, ______________ and
_____________, and each of them, the attorney, agent, and proxy of the
undersigned, with full powers of substitution, to vote all stock of the Bank
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Bank to be held at the Bank's Main Office, 338 Via Vera Cruz, San Marcos,
California 92078, on __________, ____________, 2004, at 5:30 p.m. and at any and
all adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present there at, as follows:

            1. APPROVAL OF BANK HOLDING COMPANY REORGANIZATION. To approve the
      Plan of Reorganization and Merger Agreement dated October 20, 2004 (the
      "Merger Agreement"), which provides for the merger of the Bank with a
      wholly-owned subsidiary of the newly-formed holding company, Discovery
      Bancorp, as a result of which shareholders of the Bank will receive for
      their shares of the Bank's Common Stock an equal number of shares of
      Discovery Bancorp's Common Stock, as more fully described in the Proxy
      Statement dated _______, 2005, accompanying the Notice of Special Meeting.

                         FOR [ ] AGAINST [ ] ABSTAIN [ ]

            2. APPROVAL OF STOCK OPTION PLAN. To approve, as prospective
      shareholders of Discovery Bancorp, the Discovery Bancorp 2004 Stock Option
      Plan, as described in the Proxy Statement dated _______, 2005,
      accompanying the Notice of Special Meeting.

                         FOR [ ] AGAINST [ ] ABSTAIN [ ]

            3. OTHER BUSINESS. To transact such other business as may properly
      come before the Meeting and any adjournment or adjournments thereof.

                       PLEASE SIGN AND DATE THE OTHER SIDE



                           PLEASE SIGN AND DATE BELOW

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" ON PROPOSALS 1 AND 2. THE
PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS, UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT THE MEETING, THIS PROXY
SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BANK'S BOARD OF
DIRECTORS.

                                     Dated: ______, 2005
______________________________
(Number of Shares)

______________________________       ________________________________
(Please Print Your Name)             (Signature of Shareholder)

______________________________       ________________________________
(Please Print Your Name)             (Signature of Shareholder)

(Please date this Proxy and sign your name as it appears on the stock
certificates. Executors, administrators, trustees, etc., should give their full
titles. All joint owners should sign.)

     I do [ ] do not [ ] expect to attend the Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
BY THE SHAREHOLDER DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH THE
CORPORATE SECRETARY OF THE BANK AN INSTRUMENT REVOKING THIS PROXY OR A DULY
EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING AND VOTING IN PERSON AT THE
MEETING.